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HomeMy WebLinkAbout FULL PACKET_2012-11-19MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA OCTOBER 15, 2012 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:12 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:23 p.m.) CLAUDIA C. ALVAREZ, Mayor Pro Tern P. DAVID BENAVIDES CARLOS BUSTAMANTE VINCENT F. SARMIENTO SAL TINAJERO (5:20 p.m.) COUNCILMEMBERS Absent: MICHELE MARTINEZ STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:12 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1A CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Government Code Section 54956.9(a) • Cheryl Yarnall vs. City of Santa Ana, - WCAB Case # ADJ6890350; ADJ6890544 • Mark Fernberg vs. City of Santa Ana, - WCAB Case # ADJ7044706; et al CITY COUNCIL MINUTES 1 0A -1 OCTOBER 15, 2012 • Richard Strengberg vs the City of Santa Ana, - WCAB Case Nos. ADJ8292595; 4015427 and ANA96573 1B CONFERENCE WITH LEGAL COUNSEL -- ANTICIPATED LITIGATION pursuant to Government Code Section 54956.9(b) Property and Business Improvement District ( "PBID ") /Community Management District (CMD), Downtown Inc. 1C CONFERENCE WITH LEGAL COUNSEL — INITIATION OF LITIGATION pursuant to Government Code Section 54956.9(c) In the Matter of Fred and Brenda Orqeron CLOSED SESSION REPORT – See Item 19A. for Report. ADJOURNED THE CLOSED SESSION MEETING AT 5:46 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 OCTOBER 15, 2012 1 0A -2 REGULAR OPEN SESSION CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:46 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern P. DAVID BENAVIDES CARLOS BUSTAMANTE *MICHELE MARTINEZ (5:53 p.m. to 6:24 p.m.) VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: None STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PLEDGE OF ALLEGIANCE MAYOR PULIDO INVOCATION BOB BARLETT, POLICE CHAPLAIN CLOSED SESSION REPORT — See Item 19A. for Report. PUBLIC COMMENT - None *Pursuant to Government Code Section 54953(b), Councilmember Martinez participated in the meeting via teleconference from Cabo Azul Resort, Paseo Malecon S /N, Lote 11 Fonatur, San Jose del Cabo, Baja California Sur, Mexico 23400. Agenda for said meeting was posted at said location as required by the Brown Act. CITY COUNCIL MINUTES 3 OCTOBER 15, 2012 1 0A -3 CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 31B with the following modifications: • Mayor Pro Tern Alvarez pulled Agenda Item 11A for separate discussion; • At staff's request, continue consideration of Agenda Item 25B for 30 days; and • Addition of Closed Session Report (Agenda Item 19A). MOTION: Benavides SECOND: Sarmiento ROLL CALL VOTE: VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) ADMINISTRATIVE MATTERS MINUTES 10A MINUTES FROM THE REGULAR MEETING OF OCTOBER 1, 2012 - Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES /SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. CITY COUNCIL MINUTES 4 OCTOBER 15, 2012 1 0A -4 MR. Ordinance approved for first reading at the October 1, 2012 City Council meeting; Ordinance Sections 1, through 3, and 7 through 10 were approved by a vote of 7 -0 and Sections 4, 5 and 6 were approved 4 -3 (Alvarez, Bustamante, and Pulido voted "No "). Published in the Orange County Reporter on October 5, 2012. Mayor Pro Tern Alvarez questioned why the ordinance was approved in two parts for first reading and now being considered as one item. Noted for the record that she was not in favor of sections 4 through 6 only because labor and business groups not considered. Councilmember Sarmiento would like status report in one year. Intent and spirit of the ordinance is to empower residents and provide instruments in which they can voice their opinion on projects impacting their neighborhood. Thanked Councilmember Tinajero for leading efforts to bring forth ordinance. Councilmembers Benavides and Martinez thanked residents for engagement in process; community empowered. Mayor Pulido opposed to only certain sections of the ordinance; opined that ordinance may have unintended consequences on development projects. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2838 - AN ORDINANCE OF THE CITY OF SANTA ANA ADDING ARTICLE 11.1 THROUGH ARTICLE 11.111 to CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE RELATING TO THE CITY OF SANTA ANA SUNSHINE ORDINANCE MOTION: Benavides SECOND: Sarmiento ROLL CALL VOTE: VOTE: AYES: Benavides, Martinez, Sarmiento, Tinajero (4) NOES: Alvarez, Bustamante, Pulido (3) ABSTAIN: None (0) ABSENT: None (0) ORDINANCE SECOND READING: ZONING THE PROPERTY LOCATED AT 300 EAST MCFADDEN AVENUE FROM SINGLE - FAMILY CITY COUNCIL MINUTES 5 OCTOBER 15, 2012 1 0A -5 RESIDENCE (R1) TO OPEN SPACE LAND (0) (AMENDMENT APPLICATION NO. 2012 -01) - Planning and Building Agency Placed on first reading at the October 1, 2012 City Council meeting and approved by a vote of 7 -0. Published in the Orange County Reporter on October 5, 2012. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2839 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ZONING THE PROPERTY LOCATED AT 300 EAST MCFADDEN AVENUE FROM SINGLE - FAMILY RESIDENCE (R1) TO OPEN SPACE LAND (0) (AA NO. 2012 -01) BOARDS / COMMISSIONS / COMMITTEES 13A BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT APRIL 2012 THROUGH SEPTEMBER 2012 - Clerk of the Council Office MOTION: Receive and file Boards and Commissions Biannual Attendance Report. MISCELLANEOUS ADMINISTRATION 19A CLOSED SESSION REPORT — City Attorney's Office MOTION: Approve. Peebler vs. State of California Department of Finance City of Santa Ana et al., Case No. 34- 2012 - 80001172 -CU -WM -GDS - Petition for Writ of Mandate seeking that the South Main Settlement Agreement be determined an "Enforceable Obligation 19B EXCUSED ABSENCES — None 19C CANCELLATION OF THE NOVEMBER 5, 2012 CITY COUNCIL MEETING - Clerk of the Council Office MOTION: Direct the Clerk of the Council to post a Notice of Cancellation for the regularly scheduled Council meeting of November 5, 2012; the City Council hereby waives notice of said meeting as required by the government code. CITY COUNCIL MINUTES 6 OCTOBER 15, 2012 1 0A -6 BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING THE 2012 JUSTICE ASSISTANCE (JAG) — Police Department MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2013 -040 - Recognizing the 2012 Justice Assistance Grant in the amount of $102,764 into the revenue account and appropriate same into the 2012 Justice Assistant Grant expenditure account. 1. Authorize the City Manager, Chief of Police, and the Clerk of the Council to execute an agreement, subject to non - substantive changes approved by the City Manager and City Attorney. AGMT NO. 2012 -214 - With the County of Orange, Sheriff's Department to transfer the 2012 Justice Assistance Grant Program funds in an amount of $102,764. 20B APPROPRIATION ADJUSTMENT AND AGREEMENT - AMENDMENT TO THE JOINT EXERCISE OF POWERS AGREEMENT AND FISCAL YEAR 2012/2013 CAPITAL IMPROVEMENT PROGRAM FOR WARNER AVENUE AND GRAND AVENUE WIDENING PROJECTS — Public Works Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute the attached second amendment to the Joint Exercise of Powers agreement, subject to non - substantive changes approved by the City Manager and City Attorney. AGMT NO. 2012 -215 - AMENDMENT - With the City of Tustin for reallocation of Transportation System Improvement Program area fees and bond proceeds CITY COUNCIL MINUTES 1 0A -7 OCTOBER 15, 2012 2. Amend the Fiscal Year 2012/2013 Capital Improvement Program and approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2013 -042 - Accepting funds in amounts of $8 million from City of Tustin Community Facilities District bond proceeds, and $2,919,046 from Transportation System Improvement Program Area B fees into the Transportation System Improvement Area Revenue Fund, and appropriating $10,919,046 to the Transportation System Improvement Area Expenditure Fund for the Warner Avenue Widening Project from Main Street to Grand Avenue. 3. Amend the Fiscal Year 2012/2013 Capital Improvement Program and approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2013 -043 - Accepting funds in an amount of $2,790,262 from Transportation System Improvement Program Area A fees into the Transportation System Improvement Area Revenue Fund, and appropriating the same amount to the Transportation System Improvement Area Expenditure Fund for the Grand Avenue Widening Project from First Street to Fourth Street. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES MOTION: Award in accordance with Request for Council Action. (Items 22A and 2213) 22A SPEC. NO. 12 -061 - ELECTRICAL SERVICES - Award contracts for electrical services for a one -year period, with provision for three one -year renewals, in an annual aggregate amount not to exceed $200,000 with the following vendors: (Finance & Management Services) Vendor Location A.J. Kirkwood & Associates, Inc. Tustin GA Technical Services, Inc. Rancho Cucamonga Williams & Maher, Inc. Santa Ana 22B SPEC. NO. 12 -059 - REPLACEMENT OF POLICE PATROL CARS - Award a contract to Wondries Fleet Group, under the Cooperative Purchase Provision of the County of Los Angeles, for the purchase of 25 Police patrol cars in an amount of $694,250 — Finance & Management Services CITY COUNCIL MINUTES 8 OCTOBER 15, 2012 1 0A -8 PROJECTS /CHANGE ORDERS 23A CONTINGENCY INCREASE FOR BRISTOL - WARNER INTERSECTION (PROJECT NO. 091752) — Public Works Agency MOTION: Increase the contingency for the contract with Hillcrest Contracting Inc. for the construction of the Bristol- Warner Intersection Widening Project by $30,000 to a total estimated contract amount of $1,617,091 and authorize the City Manager to execute change orders in an amount not to exceed the authorized contingency. AGREEMENTS MOTION: Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to non - substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. (Item 25A through 25F) 25A ENVIRONMENTAL SERVICES FOR A 24 -UNIT SINGLE FAMILY RESIDENTIAL DEVELOPMENT AT 1584 EAST SANTA CLARA AVENUE — Planning and Building Agency AGMT NO. 2012 -216 - AMENDMENT - With URS Corporation for environmental services in an amount not to exceed $48,905 for a new 24 -unit single - family residential development at 1584 East Santa Clara Avenue. • AGMT NO. 2012 -217 - With URS Corporation for environmental services in an amount not to exceed $5,810 for technical analysis and meeting attendance in conjunction with the listing of the property on 1584 East Santa Clara Avenue on the City's historic register. 25B AMENDMENT - CIVIL ENGINEERING CONSULTANT SERVICES — At staff's recommendation, continue Consideration of matter for 30 days (November 19, 2012)— Public Works Agency 25C AGMT NO. 2012 -218 - TRAINING AND EXERCISE SERVICES - With Willdan Homeland Solutions, an operating division of Willdan Group, Inc., in an amount not exceed $1,000,000 — Police Department 25D AGMT NO. 2012 -219 - MANAGED PRINT SERVICES - With C3 Office Solutions in an annual average amount of $240,000 for a three -year term, CITY COUNCIL MINUTES 9 OCTOBER 15, 2012 1 0A -9 with an option for an additional three -year renewal — Finance & Management Services 25E AGMT NO. 2012 -220 - AMENDMENT - MERCHANT PAYMENT SERVICES - With Transfirst, LLC, approving compensation not to exceed $165,000 annually for two one -year terms commencing October 1, 2011 and continuing through September 30, 2013 — Finance & Management Services 25F AGMT NO. 2012 -221 - SETTLEMENT FOR GRAND AVENUE WIDENING (PROJECT NO. 081732 NON - GENERAL FUND) - With Enrique Santiago dba El Jalaper os Mexican Food, tenant of the property located at 1221 East First Street, Unit C (APN's 398 - 454 -12 & 13), in an amount of $73,230 — Public Works Agency LAND USE MATTERS CONDITIONAL USE PERMIT/VARIANCES 31A CONDITIONAL USE PERMIT NO. 2012 -20 TO ALLOW THE RESTAURANT TO ALLOW THE RESTAURANT TO BE USED AS A BANQUET FACILITY - BRUCE MARSH, APPLICANT — Planning and Building Agency Recommended action approved by the Planning Commission on September 10, 2012, by a vote of 6 -0 (Alderete absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2012 -20 as conditioned. 31B VARIANCE NO. 2012 -07 TO ALLOW A REDUCTION IN LANDSCAPED SETBACKS FOR A NEW COMMERCIAL BUILDING AT 2702 NORTH BRISTOL STREET - METRO STAR LLC, APPLICANT — Planning and Building Agency Recommended action approved by the Planning Commission on September 24, 2012, by a vote of 7 -0. MOTION: Receive and file the staff report approving Variance No. 2012 -07 as conditioned. * *END OF CONSENT CALENDAR ** CITY COUNCIL MINUTES 10 OCTOBER 15, 2012 1 0A -10 BUSINESS CALENDAR ITEMS RESOLUTION 55A PROPOSITION 1B — PROJECT LIST AMENDMENT AND CONTRACT AWARD FOR LYON STREET: CHESTNUT TO FIRST & MAIN /FIRST STREET IMPROVEMENTS (PROJECT NO. 126775), AND MCFADDEN AVENUE: HARBOR TO FAIRVIEW (PROJECT NO. 126777) — Public Works Agency MOTION: 1. Adopt a resolution. RESOLUTION NO. 2012 -046 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE PROJECT LIST FOR USE OF PROPOSITION 1 B FY 2009/10 2. Award a contract to Hardy & Harper, Inc., the lowest responsible bidder, in accordance with unit bid prices in the estimated amount of $1,049,000 for construction of the Lyon Street: Chestnut to First & Main /First Street Improvements (Project No. 126775), and McFadden Avenue: Harbor To Fairview (Project No. 126777). 3. Approve the Funding Analysis as follows: Construction Contract — $1,049,000; Contract Administration — $31,470; Inspection and Testing — $52,450; Survey Staking — $20,980; Contingencies — $104,900; for a total estimated construction cost of $1,258,800. MOTION: Alvarez SECOND: Sarmiento ROLL CALL VOTE: VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) Councilmember Martinez terminated the teleconference at 6:24 p.m. CITY COUNCIL MINUTES 11 OCTOBER 15, 2012 1 0A -11 Mayor Pulido declared a conflict of interest on Agenda Item 85A, left the dais and did not participate in the discussion of the matters (6:24 p.m.). Mayor Pro Tern Alvarez assumed the Chair and presided over the meeting. COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A ADDRESS PROPERTY AND BUSINESS IMPROVEMENT DISTRICT ( "PBID ") ISSUES AND CONCERNS INCLUDING BUT NOT LIMITED TO PROCESS FOR DISESTABLISHMENT, AMENDING RESOLUTION TO ADD PROCESS FOR DISESTABLISHMENT BY PROPERTY OWNERS, HOLDING ADVISORY ELECTION, SETTING PUBLIC HEARING FOR DISESTABLISHMENT, AND ORDINANCE REPEALING PROPERTY AND BUSINESS IMPROVEMENT DISTRICT ( "PBID ") - Mayor Pro Tern Alvarez Continued from the August 24, September 19, October 3, October 17, November 7, 2011 meetings; July 2, August 6, 2012, September 4, 2012 and October 1, 2012 City Council meetings. City Manager Walters indicated that mediator process has been recommended. Mayor Pro Tern requested fast track mediator selection and process; would like swift resolution; keep item on the Agenda to receive updates. CITY COUNCIL MEETING RECESSED TO THE HOUSING AUTHORITY MEETING AT 6:34 P.M. AND RECONVENED AT 6:35 P.M. WITH SAME MEMBERS PRESENT COMMENTS 90A CITY MANAGER'S COMMENTS - None 90B CITY COUNCILMEMBER COMMENTS Councilmember Benavides: • October 20, 2012 will have several ribbon cutting events along the river trail including: 17th Street Triangle, Fairview Triangle and McFadden Triangle; invited all to the events, and • Urged all to shop in Santa Ana and support our local businesses. CITY COUNCIL MINUTES 12 OCTOBER 15, 2012 1 0A -12 Councilmember Bustamante: • Reminded all to keep children safe on Halloween night. Mayor Pro Tern Alvarez: • Commended on Santiago Creek Bike Trail project; City held community meetings to receive public input on Bikeway Master Plan; information to be made available on -line; and • Wished all Happy Halloween. Mayor Pulido: • Recommended Bike Trail Project move with caution since many property owners impacted; • Adjourn meeting in Memory of Mary Muth; • Urged all to exercise their right to vote on November 6 th ADJOURNMENT - 6:47 p.m. - The next meeting of the City Council is scheduled for Monday, November 19, 2012 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Adjourn in Memory of Mary Muth Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Street Car Project Update and Action items • Discovery Science Center - Expansion approvals • Update Citywide Classification and Compensation Plan CITY COUNCIL MINUTES 13 OCTOBER 15, 2012 1 0A -13 1 0A -14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: APPOINT ALTERNATE DIRECTOR TO BIG INDEPENDENT CITIES EXCESS POOL ,1 J't i CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Appoint Briza Morales, Risk Management Coordinator, as the City's Alternate Director to the Big Independent Cities Excess Pool. DISCUSSION Since 1988, the City of Santa Ana has been a member of the Big Independent Cities Excess Pool ( BICEP) which provides excess liability coverage to member cities. Per the BICEP Joint Powers Agreement, the City Council of each member city is to appoint a director and an alternate director to the BICEP Board. The director is usually the City's Risk Manager. Ed Raya, Personnel Director /Risk Manager, serves as the City's Director and the alternative director position is currently vacant. Staff recommends that Risk Management Coordinator, Briza Morales, fill the vacancy and serve as the City's Alternate Director. Ms. Morales has been handling City related BICEP business and has attended meetings for three years. FISCAL IMPACT There is no fiscal impact associated with this action. '1'141 1 - � Edw'ar'd S. ay Executive Director Personnel Services Agency 13A -1 13A -2 • MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL COMMITTEE ON PARKS, RECREATION, EDUCATION AND YOUTH September 25, 2012 CALL TO ORDER The regular meeting convened at 5:38 p.m. in the City Hall, 2nd floor conference room, 20 Civic Center Plaza, Santa Ana, California. ATTENDANCE Council members Present Michele Martinez (Chair); Sal Tinajero Vincent Sarmiento Staff Present: Gerardo Mouet, PRCSA Executive Director; Francisco Gutierrez, Executive Director Finance & Management Services; Nancy Edwards, Exec. Director CDA, Ron Ono, Administrative Services Manager; Jenny Rios, Community • Services Manager; Jose Perez, Community Services Supervisor; Frank Hernandez, CDA; Carlos Rojas, Police Chief; Jim Schnabel, SAPD; Ken Gominsky, SAPD; Tom Serafin, SAPD; Eric Paulson, SAPD. Public Present Jose Rea, Madison Neighborhood Association Alex Green Roany Rivera, O.0 Regional Baseball League ( OCRBL) Lalo Renely, OCRBL Jesus Herrera, OCRBL Jose Rivera, OCRBL • APPROVAL OF MINUTES o Minutes of June 4, 2012 accepted as presented. Michele Martinez excused herself for not voting since she was not present at the June 4, 2011 meeting. • PUBLIC COMMENTS: o Jose Rea spoke in support of CDBG funding for Pacific Electric Park. o Roany Rivera indicated the O.C. Regional Baseball League is a new youth league formed 1 '/2 years ago and needs access to Santa Ana fields. Reservations have provided a few fields when available, but the league needs • access to additional fields in order to grow. They are a for profit organization that provides scholarship funding for players and are open to improving the PREY Regular Meeting — MINUTES 1 September 25, 2012 13B -1 • fields in SA if they have access. Other OCRBL spoke in support for additional fields and provided letters requesting fields. • PARK CELL TOWER REVENUE STATUS UPDATE o Gerardo Mouet indicated the city council requested at a previous meeting an update of the cell tower revenue. A list of 19 cell towers in city parks was provided to the PREY committee, along with its annual revenue. Mr. Mouet provided a history of the cell towers and indicated in June 2009, when the city was in financial trouble, the city council approved the revenue of its current cell towers (15) be transferred to the general fund budget. This amounted to $344,175 annually to the general fund. Since then 4 additional cell towers agreements were approved and funding was not sent to the general fund. On October 1, 2012 another cell tower agreement will be presented to the City Council for approval. o Councilmember Sarmiento further added that funds generated at parks were to stay with the park that generated the revenue. This was represented to the neighborhood at the time the cell tower proposal was presented to the community. Is the additional funding needed to balance the general fund and can it be used or redirected to deferred maintenance to fix things in the park? o Francisco Gutierrez indicated the additional revenue are not being used to balance the general funds. o Councilmember Martinez indicated in FY 2009/10 when the cell tower revenue was directed by the city council to go to the general fund, was it a • one -time transfer? o Francisco Gutierrez indicated it was a policy direction to continue using cell tower revenue funds balance the general fund. o Councilmember Martinez indicated we need to find another way to balance the general fund and keep our commitment to the community. Need to recommend funds be moved back to parks deferred maintenance. o Councilmember Tinajero indicated it makes it more difficult to balance the general fund, but deferred maintenance revenue is needed to fix things in parks. Our park restrooms don't have stall doors and some of the restrooms need to be completely redone. Some of the best restrooms are in Thornton and Riverview Parks. o Councilmember Sarmiento indicated solvency is a priority for the city not to file bankruptcy. We need to solve the city's financial crisis first. Once this is done we need to locate funding to backfill the cell tower funding if we are to move cell tower revenue back to deferred maintenance. To do this we need updates on our financial situation. o Francisco Gutierrez indicated the city prepares quarterly financial assessments and we can provide this to the city council on a quarterly basis. After review there may be a way to divert funds back to parks. o Mr. Mouet indicated if funding was redirected to parks we need to spend it wisely. o Councilmember Sarmiento motioned: Apply funding of the 4 new cell towers • to the 4 sites and added the 5th site to the motion. Councilmember Sarmiento PREY Regular Meeting — MINUTES 2 September 25, 2012 13B -2 • also requested a list of deferred items to fix. Motion was approved by the committee. Councilmember Tinajero left the meeting at 6:15 pm. • FY 2013/14 CDBG FUNDING o Mr. Mouet indicated the City Council requested early discussions on the decision for the use of CDBG funding. Staff provided a summary chart of last year's funding and proposals for FY 2013/14 CDBG Programs and Capital Improvement request. o Councilmember Martinez indicated for several years the Social Services programs were dedicated to city programs. City programs needs to be part of the process and City Council needs to know about each of the Social Services programs. o Officer Tom Sarifin explained the need for the PAAL Program. This is the 5`h year of the PAAL program that provides services to 2,500 kids between the ages of 7 to 18 years old. PAAL partners with other organizations to provide the program free of charge to the children. o Councilmember Martinez indicated if the programs were to continue she would like to see evaluations on each of the programs. o Nancy Edwards indicated each program is evaluated quarterly in order to show progress to HUD. • o Ken Grominsky indicated the needs for the HEART Program (Homeless Evaluation Assessment Response Team). This program is partially funded by the Emergency Solutions Grant and matched with CDBG funds. o Chief Rojas indicated this wasn't a funded program. CDBG provides funding to work with agencies to be a solution to address homeless issues. o Councilmember Martinez asked if the programs are sustainable. Need to look at how CDBG funds are used to eventually make the programs sustainable. o Councilmember Sarmiento indicated City Council needs to assess each of the programs. Funding is limited and non - profit organizations are not being funded by CDBG. The County needs to step -up on some of these programs. o Mr. Mouet indicated if it is the council's desire to fund non - profit organizations we need to notify the non - profit organizations now. o Councilmember Sarmiento indicated city programs need to be explained to council so they can assess the benefits and success. o Nancy Edwards indicated her agency will be able to provide quarterly reports and information to City Council of the CDBG programs. o Councilmember Martinez asked about the Capital Programs and how are the Residential Streets identified. o Raul Godinez indicated the proposed request is to address the worst residential concrete streets in the southern part of the city. The concrete street would be removed and replaced with asphalt streets. These streets were not addressed last year, because they were concrete streets. PREY Regular Meeting — MINUTES 3 September 25, 2012 13B -3 • o Councilmember Martinez requested a list of Capital Improvements that are to be funded and a list of which streets are to be funded. o Councilmember Sarmiento asked about the skate park and wants to know what is SAPD's take on the skate park. Is there any down side? o Chief Rojas indicated it is good for its intended use. It does require more public safety resources to respond and enforce the skate park rules and regulations. o Mr. Mouet indicated the activity of the skate park helps kids so they don't go into a negative direction. If the city were to develop a second skate park it should be next to where staff is located, such as a recreation center. o Councilmember Martinez indicated we need to look at sustainability, maintenance, and staffing issues of the program before we provide CDBG funding. We also need to look into areas to provide additional bike lanes /trails. o Raul Godinez recommended we complete the Circulation Element before adding bike lanes. Currently, as we reconstruct a street we add the bike lanes that have been approved on the existing bike plan. o Councilmember Martinez indicated as we look at future projects for CDBG funding we need to focus on park restroom renovations (stall door installation), park security lighting renovation and additional bike lanes and trails. • NORTHWEST LITTLE LEAGUE PROPOSAL • o Mr. Mouet indicated at council's request this item will be continued for 2 weeks to October 9, 2012. • STAFF UPDATE AND COMMENTS o Mr. Mouet indicated the SA Zoo's Request for Proposal is moving along, but the development team needs more time. Next week we will provide a new time line. o Mr. Mouet indicated on the October 1, 2012 City Council agenda the council will be addressing the Land Zone Change on the Pacific Electric Park and the Verizon Cell Tower agreement at Jerome Park. o Mr. Mouet also indicated the SAUSD wants to have a Joint Policy Meeting after the holidays. Two items to be discussed would be 1) a concept for a Master Joint Use Agreement and 2) the development of a synthetic turf field on Godinez High School football /soccer field with the use of the soccer surcharge funding. • COMMITTEE MEMBER COMMENTS o No Comments ADJOURNED: 7:00 p.m. �A Gerardo Mouet • Executive Director, PR( SA PREY Regular Meeting — MINUTES 4 13B -4 September 25, 2012 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE QUARTERLY REPORT OF INVESTMENTS AS OF SEPTEMBER 30, 2012 CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER In 1995, the State of California enacted legislation revising the reporting requirements relative to investment of funds by governmental agencies. These requirements, which became effective on January 1, 1996, mandate that a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. The legislation dictates that this quarterly report contain the seven major elements listed below: • Type of investments, • Date of maturity, • Par and dollar amounts invested in each security, • Weighted average maturity of the investments, • Market value as of the date of the report, • Source of the market value information, and • Any funds, investments or programs, including loans, under the management of contracted parties. State statutes require that a quarterly report be presented at a Council meeting; however, our office continues to provide this information monthly. The information is in compliance with State law and the City's Investment Policy. The attached report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of September 30, 2012. 19C -1 Quarterly Report of Investments November 19, 2012 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance & Management Services Agency CCD Exhibit 1 Treasurer's Report 19C -2 CITY OF SANTA ANA TREASURER'S REPORT as of September 30, 2012 EXHIBIT 1 19C -3 C E c Q 0 E N +� E o m c i c O_ w O E O — y}0 E Q U O 0 O a cn a U .... (eo IT . m ' rL M M N F O O O Ci w O o Cl) 07 00 og E M 7 r N H 00 .o m c e O O •� rn oo M N (n (D oo cD O O a O O V M M A � C O 0 CL O _3 m° d W i R > CL > (0C1 N O O o m w °m c O O m m (n M N W w f- N (fl O co -IT 00 W 7 N O O (D It O W r� r W (D Lo V M M co (D N O W N N (n m (D V 6 D N O D N O O 0 orn � °o ao O N O M M W O) N CO N ( W 0 V () N V rn n M t0 t0 01 N d' O1 N N a rn N W) co O W) V O 01 N Q a O M V) C? 0 U o a > LL c o � a 0 a d a. a .o m c o m L Q U o o w c Z O C N O O N E E -'N N 2 i 0) > � T C m u N 00 o T Qc.L.. _ 3 E J E U U a� i w N ME L c O T N C m m p O 7 m .L U C U Q N m m c c .� N m cn o U 0 N O T m aU m (D w o 01 .0 `o O v M > (D ` n n m N rn C Q > N m .5 _ N O w N U) o (O m m N .T. 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O W M e 0 T v N O m 7 v a C E N d C t0 O H 19C -9 H o r 0 °i > O N a° o� N 0 N n _o N O � m m M M i ° 0 N 0 I ° Oj o O C) of 0 O 0 o of o 0 m of m m (Oi O 0 O I O i O O O o LO o 0 O O N O O O i � � I M � m I a � i O 0 N I O O o O N O O r M O 01 r I c 0 o uo o 0 O O N o O am O ai v 7 0 o m 0 0 m N N � O � N N Q 0 0 � c A O N UI N J � CL a c Z M m m m 0 0 m m m `m LL LL 0 m N � M O O j� O O L) L) Q d Y m yO O O } } w U) o y o m N R N O > o � c R O N } U J d z 0 m } F w U) U U Q m Q N C O m {d O Q M V o C oD 7 0 0 0 00 0 U) Cl! O W M e 0 T v N O m 7 v a C E N d C t0 O H 19C -9 H o r 0 °i > O N a° o� N 0 N n _o N O 19C -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM UPDATE CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER During the 2011 -2012 program year, the City provided Community Development Block Grant (CDBG) funding to four public service programs: the Police Department Helicopter, Parks and Recreation Community Services Agency (PRCSA) Tutoring, PRCSA Project Pride and PRCSA Community Senior Services. The Helicopter program provided services on a community -wide basis and the three PRCSA programs provided individual assistance to men, women and children. A total of 6,015 individuals were assisted in 2011 -2012, not included the Helicopter program service. Attached is a report depicting the accomplishments of the CDBG funded PRCSA programs (Exhibit 1). For the 2012 -2013 program year, the City has provided Community Development Block Grant funding to six public service programs: the Santa Ana Police Department (SAPD) PAAL, SAPD HEART, SAPD GRIP, Parks and Recreation Community Services Agency (PRCSA) Tutoring, PRCSA Project Pride, PRCSA Community Senior Services. This is the first year that two of the Santa Ana Police Department programs (GRIP and HEART) have been funded with CDBG funds. Therefore, these programs do not represent accomplishment data for the first quarter, which was dedicated to program set up and preparing policies to comply with federal regulations. Attached is a report depicting the first quarter of the Fiscal Year 2012 -2013 (Exhibit 2). FISCAL IMPACT There is no fiscal impact associated with this action. Nancy T. E rds Interim ExeCWive Director Community Development Agency NTE /FH /kg Exhibit: 1. FY 11 -12 CDBG Accomplishment Report 2. 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N � VI � C 4- 2 a) C CL bD t 4, T Q U C7 m c 4, C c C E ++ N O W 4) OU •� E C a, a� 3 c 1 (p > ai C L U Vf (6 U +� 4J vi (a CL v a \ c s N f6 i CU o O 3 u v o E 3 o o p> a .� . 4- c o U c— 3 t U to v v a > . c bo L i C Q O i ,U > (6 (6 i (6 (6 •� L U (D -a a) (n Ln aCj C �O Ln O C O E -C C 4J LJJ O - 0 4) ` � T V) O- U 7 c a1 3 c ! s N L O N 19D -5 N L X w �'J i�l REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES JULY 2012 — SEPTEMBER 2012 CITY MANAGER RECOMMENDED ACTION Receive and file. CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting of November 6, 2012, by a vote of 6:0, (Morfin absent), the Community Redevelopment and Housing Commission recommended that the City Council receive and file. DISCUSSION This status report for the quarter ending on September 30, 2012, provides statistics for the day - to -day affordable housing activities of the City and the Community Redevelopment Agency. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, and Development Projects. Loan Activity Applications The Housing Division offers several different programs. The loans offered include homebuyer down payment assistance and rehabilitation loans for historic single family, single family and mobile homes. Mobile home loans are offered as forgivable grants and are used to cover the cost of essential repairs. Applications are mailed out and received for these programs on a continuing basis. 19E -1 Chart 1: Applications Mailed Single Family Rehab4 Mobile Homebuyer Home Assistance a Hardship 4 14 Quarterly Report — Housing Division Projects and Activities November 19, 2012 Page 2 Chart 1 shows the number of applications sent out by type during the quarter. Of the applications sent, two have been returned and are being processed. Loan Underwriting and Approval Process In this process, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to determine eligibility per program guidelines. In addition, staff conducts an inspection of the unit, prepares a work write up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applicants may be in underwriting for several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for execution, and reserves the required loan funds. One homebuyer assistance loan and one mobile home hardship loan were approved during the first quarter of the fiscal year, and Table 1 provides details on these loans. Table 1: Loans Aooroved Durina the This Quarter Address Loan Amount Loan Type 717 E. Third Street $172,600 Homebu er Assistance 2314 W. Mark Street $75,000 Homeowner Rehabilitation 2214 S. Cedar Street $50,483 Homeowner Rehabilitation Chart 2 shows the number of loans approved Chart 2. Loans Approved In FY during the fiscal year to date. 3 Construction Process Z 2 During this phase, homeowners receiving rehabilitation loans are guided through an open 1 selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for insurance and bonding requirements. However, ° homeowners are allowed to select any Homeowner Rehab Home buyer Assistance contractor that is licensed and meets these same requirements. Staff assists the homeowners in selection of a contractor, monitors the construction work, approves payments to contractors, and tracks expenditures to ensure they do not exceed available funds. At the end of this quarter there were seven homeowner rehab projects under construction. 19E -2 Quarterly Report — Housing Division Projects and Activities November 19, 2012 Page 3 Loan Portfolio Management and Monitoring The Housing Division is responsible for ensuring the integrity of the residential loan portfolio. As of the end of this quarter, the principal balance was $105,555,110. This is comprised of 495 loans of which 430 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $50,983 in payments of principal and interest during the quarter: Table 2: Portfolio Revenue Residual Receipts Payments $ 8,558 Amortized Loan Payments $42,425 Total $50,983 As part of the requirements for these funds, staff must monitor the owner - occupancy for single family homes that have received loans, and the code compliance of units in rental projects with long -term affordability covenants. During this quarter, 174 letters were sent to homeowners to verify that they continue to occupy the home as their primary residence. Four homeowners have been found not to be in compliance with their loan terms because they no longer live in the homes, and the City has begun the process for repayment. During the first quarter, staff also conducted code compliance inspections for 35 units in two projects. Regulations require that only a sample be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to insure they also meet city code requirements. The inspected units as well as the grounds and common areas were found to be in compliance at the time of initial inspection with the exception of two units that needed minor repairs, such as a loose toilet and an inoperable GFCI outlet. The owner made the necessary repairs, and both of the units were found to be in compliance at the time of the subsequent re- inspection. Development Projects NSP 1 Program The federal Neighborhood Stabilization Program (NSP) is intended to target and stabilize communities hardest hit with foreclosures. To date, the City has received all three NSP awards for which it was eligible. The first award (NSP 1) came through a noncompetitive process in the amount of $5,795,155. Under its terms, all grant funds must be obligated by September 5, 2010, and expended by March 26, 2013. In addition, NSP grantees must expend at least 25% of the funds on households that have very low- incomes. The City has exceeded all of these requirements. All of our NSP 1 grant funds were obligated by August of 2010, and by the end of this quarter we had already expended more than $6.8 million or 119% of its grant amount. The 19E -3 Quarterly Report — Housing Division Projects and Activities November 19, 2012 Page 4 amount spent is greater than the grant amount because it includes program income. Finally, the City has spent $2.4 million, or 34% of all its NSP 1 funds, on projects that serve very low- income households exclusively. Currently NSP 1 is only operating with program income, and these funds will diminish over time. During this quarter, two properties are in escrow for resale and one property was sold. Table 3 and 4 provide additional detail. Table 3: NSP1 Single Family Properties Available for Sale Address Affordability Level 2537 W. Camden Moderate 1904 S. Wood Moderate Table 4: NSP1 Single Family Properties Sold During This Quarter Property Address Silent 2 nd Income Level 2227 N. Broadway, Unit O $10,000 Moderate NSP 2 Program The City's second award (NSP 2) for $10 million was received through a highly competitive process in which only 15 local government agencies were successful. Most awards were made to nonprofit consortiums. Under the terms of this award, there is no obligation deadline to meet; however, there is an expenditure deadline. In this quarter, HUD approved a technical amendment to allow the City to close the DPAP activity and move the remaining $336,860 to the Single - Family Acquisition - Rehabilitation activity. During this quarter, three properties were under rehabilitation, one property was in escrow for resale and three properties were sold. Tables 5, 6, and 7 provide additional detail. Table 5: NSP2 Properties Under Rehabilitation Address Projected Completion Date 328 E. Harwood 10/12/2012 705 S. Kilson 11/23/2012 1227 W. Camile 11/22/2012 Table 6: NSP2 Single Family Properties Available for Sale Address Affordability Level 1230 W. Camden Moderate 19E -4 Quarterly Report — Housing Division Projects and Activities November 19, 2012 Page 5 Table 7. NSP2 Single Family Properties Sold Durinq This Quarter Property Address Silent 2" Income Level 2032 S. Artesia $10,000 Moderate 1317 Raymar $10,000 Moderate 1520 W. 6 Street $10.000 Moderate The partnership of Orange Housing Development Corporation (OHDC) and C &C Development was also selected to implement the NSP2 Multifamily Acquisition /Rehabilitation Program. To date, the partnership has used $3.31 million in NSP 2 funds to acquire a 26 -unit multi - family property at 326 S. Garnsey Street. Construction has been completed and they are in the process of leasing the units. NSP 3 Proaram The U.S. Department of Housing and Urban Development (HUD) has allocated the amount of $1,464,113 in NSP 3 funds to the City of Santa Ana. To receive these funds the City adopted a substantial amendment to its Annual Action Plan, and submitted it to HUD on February 28, 2011. The amendment was approved, and the City signed a grant agreement with HUD on March 10, 2011. The grant activities are: • Acquisition /Rehab /Resale -50 Percent of Area Median Income • Acquisition /Rehab /Resale -120 Percent of Area Median Income • Administration Currently, ANR is actively seeking eligible properties in the NSP 3 target area. As required by regulations, comprehensive detailed quarterly reports on all of the City's NSP Programs are posted on the City's website at http:/ /www.santa - ana.org /cda /NSP.asp. In -Fill Development Proiects During this quarter, Habitat for Humanity of Orange County completed the construction of a single - family dwelling at 717 E. Third Street, the first of 17 sites that they will be developing, and closed escrow on two additional sites located at 4809 Edinger Avenue and 1029 McLean Drive. Both sites are currently under construction and are expected to be completed in December 2012 and January 2013, respectively. Santa Ana WBBB L.P. has four multi - family rental housing projects currently under construction. Three projects located at 217 -219 S. Birch Street, 435 -437 S. Birch Street, and 2034 -2038 N. Bush Street, a total of 15 units, are expected to be completed by October 2012. A 36 -unit multi- family housing project located at 605 -611 E. Washington is currently under construction and is expected to be completed in January 2013. 19E -5 Quarterly Report — Housing Division Projects and Activities November 19, 2012 Page 6 Station District Phase I, a 74 -unit, large family affordable rental housing project, is currently under construction and is expected to be completed in March 2013. Phase II incorporates an additional 40 units of large family affordable rental housing consisting of the rehabilitation of existing structures (15 units) and new construction (25 units). The rehabilitated units and the new units are expected to be completed in December 2012 and March 2013, respectively. Phase III, a for - sale housing project, to be developed by City Ventures, includes approximately 24 large family homes, with the first component of 8 townhomes expected to commence by the end of the year. Vista Del Rio, a 41 -unit, handicapped accessible, affordable rental housing project, is currently under construction. The project, located at 1600 Memory Lane, is expected to be completed in March 2013. FISCAL IMPACT There is no fiscal impact associated with this action. Nancy T. Ed rds Interim Exec Wive Director Community Development Agency NTE /SLB /RL /kg 19E -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: REQUEST FOR PROPOSALS FOR PLANNING AND ENVIRONMENTAL SERVICES FOR SANTA ANA GENERAL PLAN HOUSING ELEMENT UPDATE CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the Planning and Building Agency to send a Request for Proposals to qualified consulting firms to provide planning and environmental services for the update of the Santa Ana General Plan Housing Element. DISCUSSION Senate Bill 375, also known as California's Sustainable Communities Strategy and Climate Protection Act, calls for the integration of transportation, in conjunction with establishing a green house gas (GHG) reduction goal for the region. Towards this goal, the law requires updating of local jurisdictions' general plan housing elements within 18 months from the adoption of the Southern California Association of Governments (SCAG) Regional Transportation Plan (RTP). With the adoption of the SCAG Regional Transportation Plan in October 2012, the next Housing Element planning cycle is to be completed by October 15, 2013, and include evaluation and strategies to address Santa Ana's housing needs for the 2013 -2021 planning period. The Regional Needs Housing Allocation (RHNA) assigned to the City of Santa Ana for the 2013- 2021 planning period is 204, in comparison to the 3,393 RHNA allocation assigned to the City of Santa Ana in the prior Housing Element adopted on October 19, 2009. This lower RHNA allocation is in part due to State Housing and Community Development (HCD)'s adjustments to account for abnormally high vacancy and market condition to prolonged recessionary conditions, high unemployment and unprecedented forecloses in California. Staff is requesting authorization to distribute a Request for Proposals (Exhibit 1) for planning and environmental services to assist City staff with preparing this update. The full cost of the contract will be paid for with City general funds, and other City resources as available. The recommended contract will be submitted for City Council authorization after review of the proposal has been completed. 19F -1 Request for Proposals for Planning and Environmental Services for General Plan Housing Element Update November 19, 2012 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Jay M. Trevino Executive Director Planning and Building Agency �rz� Nancy T. Ed rds Interim Executive Director Community Development Agency MM:rb mm: Housing20l3 /RFP /HE_RFP_RFCA_oc Exhibit: 1. Request for Proposal 19F -2 REQUEST FOR PROPOSAL • SANTA ANA GENERAL PLAN HOUSING ELEMENT UPDATE Key RFP Dates: RFP Issued: November 20, 2012 Proposal Due Date: December 6, 2012 Interview Date: December 13, 2012 Contract Award: January 22, 2013 CITY OF SANTA ANA PLANNING DIVISION, M -20 20 CIVIC CENTER PLAZA POST OFFICE BOX 1988 SANTA ANA, CALIFORNIA 92702 Melanie McCann, Associate Planner (714) 667 -2746 (714) 973 -1461 Fax mmccann(cDsanta- ana.orq EXHIBIT 1 1 19F -3 City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 REQUEST FOR PROPOSAL (RFP) I. INTRODUCTION The City of Santa Ana ( "the City ") is soliciting proposals from professional consulting firms to update the City's General Plan Housing Element. The City's Housing Element was last revised in October 20, 2009 and certified as in conformance with the State of California's legal requirements pertaining to Housing Element Law. The purpose of the Housing Element is to set forth the City's plans, programs and policies to ensure the provision of adequate housing choices and opportunities for Santa Ana residents, in accordance with the State of California Government Code. The State Legislature has declared that the availability of housing is a matter of "vital statewide importance" and "the early attainment of decent housing and suitable living environment for every California family is a priority of the highest order." Government Code Section 65580(a). II. GENERAL INFORMATION The term of the consultant will begin when the proposal is approved by the Executive Director of the City of Santa Ana's Planning & Building Agency. The Consultant shall be responsible for retaining data, records and documentation for the preparation of the environmental documents. These materials shall be made available to the City upon acceptance of the final draft text or at any earlier time at the request of the City. 2. In an effort to promote the hiring and utilization of local businesses /merchants, when selecting a consultant to perform the tasks identified in the following sections, local companies shall be given preference, quality and prices being equal. 3. This RFP does not commit the City to pay costs incurred in preparation of a response. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety. 4. All data, documents and other products used or developed during preparation or the environmental documentation will become property of the City; including data sets and related GIS shapefiles. All responses to the RFP shall become property of the City. Applicants who wish to retrieve documents submitted as part of the response to the RFQ may do so after Consultant selection. 5. All costs incurred in the preparation of the proposal, the submission of additional information and /or any aspect of a proposal prior to award of a written contract will be borne by the respondent. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any cost or obligation of any kind, which may be incurred by the respondent. 19F -4 City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 6. The City reserves the right to reject and replace any and all subcontractors, and reserves the right to approve all subcontractors. 7. Progress review meetings shall be held at intervals deemed appropriate by the City. ADDENDA Any subsequent changes in RFP from the date of preparation to date of submittal will result in an addendum by the issuing office. PRIME CONSULTANT RESPONSIBLITIES The selected Consultant will be required to assume proposal. The selected Consultant will be the contractual matters, including payment of any Agreement. RULES FOR PROPOSALS responsibilities for all services in their sole point of contact with regard to and all charges resulting from the The signer of the RFP must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the principal proposer. III. SCOPE OF SERVICES The City is seeking to update the City's Housing Element to reflect new statutory requirements, as well as refine the City's Housing Vision to meet current and future housing needs. The existing adopted housing element is to be used as a base, with the overall appearance and organization of the document to be maintained. The update of the housing element is to be limited to that which is needed to meet new statutory requirements, with the extended 8 -year planning cycle with a 2021 horizon year. The Regional Needs Housing Allocation (RHNA) assigned to the City of Santa Ana for the 2013 -2021 planning period is 204. While the City continues its efforts to meet the qualifications for the State Housing and Community Development (HCD)'s new Housing Element Streamline Update Process, the proposal is to identify the scope and costs with and without the use of the HCD Streamline Process. To qualify for this streamlined process and more limited Implementation Actions must be completed: 1. Reasonable Accommodations ordinance 2. Re- zoning for Adequate Sites Inventory 3. SB2 ordinance adoption 4. Updated Density Bonus ordinance 3 19F -5 scope of review by HCD, the following City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 As part of the proposed Housing Element Update, the following shall be addressed: a. Develop a Public Outreach Program to educate and engage the community in the updating Housing Vision for Santa Ana. The outreach program shall also include recommendations for use of the existing City website to communicate Housing Element Update activities. Outreach flyers, and educational material shall be trilingual (English, Spanish, Vietnamese) as needed; as well as translators for community workshops. b. Review all existing Santa Ana Housing Element data reflected in charts, tables and exhibits and update as necessary. In keeping with the existing General Plan format, graphics and /or photos are to be included on pages to compliment the revised text, and updated only as needed. c. Identify any other studies, tasks or data collection efforts recommended for use to prepare or amend the Housing Element. d. Based on new data and community input, update the Santa Ana Housing Element goals, policies and programs to promote the City's Housing Vision through 2021. e. Identify any necessary amendments to Santa Ana's General Plan required by State Government Code Section 65301, related to flood risk management, that is required to be completed by the time jurisdiction update their Housing Element. CEQA Compliance. It shall be the responsibility of the selected consultant to prepare the appropriate environmental documentation for the Housing Element update in conformance with the California Environmental Quality Act. The City staff shall work closely with the consultant in achieving a legally defensible document. g. Attendance at Meetings. The scope of services requires the selected consultant to work closely with staff in preparing the update to the Housing Element. The consultant shall budget (at minimum) attendance at the following meetings: 1 Kick -off meeting with City staff 4 Community workshops 22 Bi- Monthly progress meetings with staff 2 Planning Commission study sessions 1 City Council study session 2 Planning Commission hearings 2 City Council hearings 1 Redevelopment Commission study session 1 Redevelopment Commission public hearing N 19F -6 City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 h. Deliverables 2 per submittal Hard copy Preliminary Draft Housing Element with Technical Appendices (assume three review cycles) — Hard copy 25 Final Draft Housing Element (for public review) — Hard copy 50 Final Housing Element — Hard copy 1 CD with electronic all final documents Electronic Please provide cost estimate for document printing in color, as well as black and white. Other deliverables to include a monthly progress report, electronic files (Microsoft WORD 97 or more current) for each final products, presentation boards for workshops and study sessions and preparation of a PowerPoint presentation for public hearings. Each version of the documents for public viewing is to be provided electronically in format suitable for: 1. Posting to the City website, and 2. Quality Reproduction /Printing, Note: In addition, please specify all deliverables related to the CEQA documentation (i.e., initial study, etc.). All distribution of elements and CEQA review to the public shall be the consultant's responsibility. IV. CONTENTS OF PROPOSALS Proposals shall follow the format outlined below and all requested information must be supplied. Failure to submit proposals in the required format may result in elimination from the proposal evaluation process. The proposal requirements are as follows: 1. Understanding of the Project Please describe your understanding of the key elements of the proposed project and a brief description of your approach to the project and the key project objectives. 2. Scope of Work Please include a detailed description of the components of the project and how each task will be completed. Indicate work products or results that can be expected as a result of each major task. The consultant should consider the scope of services as a minimum guide for submission; modifications to improve the objectives of the project are encouraged. 3. Qualifications of the Proposing Firm and Team Members Please include a description of the company profile, including the range of the firm's capabilities and services. In addition, please provide the names of all personnel whc will be specifically assigned to this project, including education and previous experience. 4. Relevant Experience Please describe relevant experience, similar projects, and distinguish between the experience of the firm and the experience of individuals. Provide a listing of similar projects completed by the firm. 5 19F -7 City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 5. References Please cite references for similar projects. Include a telephone number and the name of a key contact person. 6. Project Schedule For the scope of services, please include a schedule showing the time required for completion of project. The schedule should reflect the major project milestones and list of tasks to be completed by members of the consultant team. Note: In order to meet state mandated requirements, schedule must reflect submittal to State HCD and City Council adoption by October 15, 2093. 7. Fee Schedule The cost to perform the scope of service shall be submitted in a separately sealed envelope. The cost shall include a total price for the project with a breakdown by task identifying the fee and number of hours per consultant team member and work products. The fee schedule must clearly state the assumptions that have been factored into and the overall proposal regarding the level of City staffs participation in the scope of work, technical or coordinating assistance required, and any other factors bearing on the amount of the resources required from the City to execute the defined scope of work. In addition to labor costs, costs for deliverables and other non -labor items (i.e. mileage, etc.) should be factored into the overall fee. V. PROPOSAL SUBMISSION INSTRUCTIONS Five (5) bound copies of the proposal must be submitted. The fee schedule (one copy) shall be submitted in a separately sealed envelope. Submit no later than 4:30 p.m. on Thursday, December 6, 2012, to: (Hand delivery) Ms. Melanie G. McCann, Associate Planner City of Santa Ana, Planning Division 20 Civic Center Plaza, 2nd Floor Ross Annex Santa Ana, CA 92701 (U.S. mail delivery) Ms. Melanie G. McCann, Associate Planner City of Santa Ana, Planning Division P.O. Box 1988, M -20 Santa Ana, CA 92702 Incomplete proposals and proposals received after this deadline will not be considered 0 G •l ff 9] City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 VI. CRITERIA FOR SELECTION The response to this Request for Proposal should contain documentation specifying the consultant's credentials and expertise in this field. Substantial consideration will be given to consultants with demonstrable and documented experience in similar work. Responses will be evaluated on the merit of qualifications, abilities and responsiveness of the proposing firms. The proposals received will be reviewed by an evaluation team composed of City staff. All proposals will be fully considered and rated by the evaluation team. Following this, the bids for the top three proposals will be opened. The ultimate consultant selection will be based upon both technical merit and cost competitiveness. VII. BIDDERS' CONFERENCE The City will not have a proposal bidders' conference. Written inquires and questions regarding the RFP may be submitted no later than December 3, 2012, to Melanie McCann, Planning Division, P.O. Box 1988, M -20, Santa Ana, CA 92702. Emailed inquires will also be accepted at mmccann @ santa - ana.org. VIII. AVAILABLE RESOURCES The following materials and resources are available on the City of Santa Ana for your reference: 1. _City of Santa Ana General Plan http: / /www.ci. santa - ana .ca.us /generalplan /default.asp 2. City of Santa Ana Annual Housing Element Progress Report (2011) 3. City of Santa Ana Consolidated Plan 2010/11- 2014/15 http://www.ci.santa- ana.ca.us/cda/ConPlanEnglish.asp IX. PERFORMANCE PERIOD The contract shall begin upon approval by the City Council, and the Consultant shall commence work after notification to proceed by the City. Unless extended by contract amendment, the contract shall terminate on January 1, 2014. The Consultant is advised that any recommendation for contract award is not binding on the City until the Agreement and all pertinent paperwork are fully executed and approved by the City Council. X. SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed project. Each firm must address each of the following items in their response to the RFP. A. Statement of Qualifications - In order to maintain uniformity with each Consultant, the Statement of Qualifications must be limited to a maximum of 20 pages (excluding front and back covers, section dividers and resumes). The page limitation includes all appendixes, attachments and supplemental information. The following information is required: 7 19F -9 City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 1. Cover Letter: A letter signed by a principal or authorized officer who may make legally binding commitments for the entity. 2. Firm and Personnel Experience: A profile of the firm's experience in producing environmental documents. The Project Manager /Principal Agent's contact information for the proposed work shall be identified and associates in- charge when Project Manager /Principal Agent is absent as well as that of other key personnel. An organization chart identifying only those who will perform work for the proposed project and their brief resume. The project manager shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. The Consultant shall list the time availability of the project manager and the key personnel on a percentage basis to provide the services requested. Subconsultants, if any, shall be identified and are subject to the same requirements as for the prime Consultant. 3. Submittal of Proposal a. Five (5) copies of the RFP shall be signed by a company official with the power to bind the company. b. Structure your proposal to include the Scope of Services, General Time Schedule and Fees. 4. List of projects, which your firm or personnel have completed within the last five (5) years, similar to the proposed project. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. 5. References: The Consultant shall submit a list of references comprised of a listing of work similar to that identified in the RFP. 6. Statement containing any suggestions or special concerns that the City should be made aware of, including a project approach necessary for the successful completion of a public project. 7. The proposal must be completely responsive to the RFP. B. Fee Schedule The Consultant shall furnish a fee schedule for the planning and environmental services. The fee schedule shall depict the hourly rates for the prime consultant and any subconsultants with an hourly billing rate for each personnel category to be used on the project. Personnel hourly rates shall reflect all costs for office overhead, including phones, cellular phones, vehicles, mileage and other direct and indirect costs. This fee schedule shall reflect all anticipated fee increases. 19F -10 City of Santa Ana Request for Proposal for General Plan Housing Element Update 2013 -2021 C. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. XI. CONSULTANT SELECTION The City of Santa Ana will designate a Consultant Selection Committee, which will evaluate each proposal based on technical criteria, staffing and qualifications listed within the RFP and make a selection. The Committee will interview a short list of consultants on afternoon of Thursday, December 13, 2012 at 20 Civic Center Plaza, Ross Annex, 2nd floor. Please reserve this date. Final approval of the selection will be given by the City Council, with contract authorization by the Executive Director of the Planning and Building Agency. XII. INSURANCE REQUIREMENTS All required insurance must be current and up -to -date in advance and renewed annually. A consultant may not work for the City of Santa Ana until the appropriate insurance has been provided and approved by the City Attorney. This shall be verified by City Staff. A certificate of insurance is enclosed for your reference as Exhibit B. Please refer to the sample agreement for the necessary amounts of general liability, automotive, worker's compensation and professional liability insurance. The appropriate endorsements are also shown within the sample contract agreement. The certificate shall include the City of Santa Ana and its officers and employees as insured or additional insured. XIII. METHOD OF PAYMENT The Consultant shall submit a monthly invoice to the City for the services rendered in that month. The invoice shall include a summary, as well as a detailed breakdown of the services, the project title, the tasks, the hours, and hourly rates. XIV. DELAYS The City reserves the right to delay scheduled dates if it is to the advantage of the City XV. THE CITY'S AFFIRMATIVE ACTION PROGRAM The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All Submitting firms must have established affirmative action programs approvable by the City. The attached Exhibit C, "Certification of Non - Discrimination by Contractors" shall be completed by each submitting firm and included in the proposal. M � 1!,1 �',, 13,PFFI,,kFP AttaJj�1!0 it 2, e'.ci Dcx E 19F -11 19F -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONFLICT OF INTEREST CODE FOR HOUSING AUTHORITY f � i CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER On January 9, 2012, City Council adopted Resolution No. 2012 -002 designating the Housing Authority of the City of Santa Ana to serve as the Successor Housing Agency for the former Community Redevelopment Agency of the City of Santa Ana pursuant to California Health and Safety Code Section 34176. Pursuant to the Political Reform Act of 1974, Government Code Section 87300 et seq., and Section 18730 of Title 2 of the California Code of Regulations, on October 16, 2012, the Housing Authority adopted a conflict of interest code promulgated by the Fair Political Practices Commission of the State of California as set forth in Section 18730 of Title 2 of the California Code of Regulations. The adopted resolution directed staff to submit such action to the City Council as the code reviewing body pursuant to the California Political Reform Act, which by this action completes this directive. FISCAL IMPACT There is no fiscal impact associated with this action. - qA" �J-P- (-'� Nancy T. Ed rds Interim Exec ve Director Community Development Agency NTE /kg 19G -1 19G -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONFLICT OF INTEREST CODE FOR SUCCESSOR AGENCY i CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER On January 9, 2012, City Council adopted Resolution No. 2012 -002 designating the City of Santa Ana as the Successor Agency for the former Community Redevelopment Agency of the City of Santa Ana (Successor Agency) pursuant to California Health and Safety Code Section 34176. On February 1, 2012, the former redevelopment agency was dissolved and the City Council assumed the role of the Successor Agency. Pursuant to the Political Reform Act of 1974, Government Code Section 87300 et seq., and Section 18730 of Title 2 of the California Code of Regulations, on October 1, 2012, the Successor Agency adopted a conflict of interest code promulgated by the Fair Political Practices Commission of the State of California as set forth in Section 18730 of Title 2 of the California Code of Regulations. The adopted resolution directed staff to submit such action to the City Council as the code reviewing body pursuant to the California Political Reform Act, which by this action completes this directive. FISCAL IMPACT There is no fiscal impact associated with this action. Nancy T. Ed rds Interim Execu ' e Director Community Development Agency NTE /kg 19H -1 PH WIA REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONFLICT OF INTEREST CODE FOR OVERSIGHT BOARD CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER ABX1 26 eliminated redevelopment agencies throughout the State effective February 1, 2012. In accordance with Health and Safety Code Section 34173, the City of Santa Ana has elected to serve as the Successor Agency to the former Santa Ana Redevelopment Agency to wind down the affairs of the Agency. Most of the Successor Agency's activities are subject to review and approval by an Oversight Board. Pursuant to the Political Reform Act of 1974, Government Code Section 87300 et seq., and Section 18730 of Title 2 of the California Code of Regulations, on October 1, 2012, the Oversight Board adopted a conflict of interest code promulgated by the Fair Political Practices Commission of the State of California as set forth in Section 18730 of Title 2 of the California Code of Regulations. The adopted resolution directed staff to submit such action to the City Council as the code reviewing body pursuant to the California Political Reform Act, which by this action completes this directive. FISCAL IMPACT There is no fiscal impact associated with this action. Nancy T. E ards Interim Exe tive Director Community Development Agency NTE /kg 191 -1 191 -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING SAFE ROUTE TO SCHOOL FEDERAL PROGRAM GRANT FUNDS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1St Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve an appropriation adjustment accepting $338,900 in Safe Route To School Federal Program grant funds into the Traffic System Management revenue account (Account No. 14817002 - 52000) and appropriating the same amount to the Traffic System Management expenditure account (Account No. 14817611- 66220) for the purpose of implementing a Safe Route to School Project. DISCUSSION On August 24, 2011, the City Council authorized staff to submit a Federal Safe Route to School (SRTS) grant application to fund a citywide pedestrian safety educational campaign. Caltrans, which administers the SRTS program, approved funding in the amount $338,900 for the educational program, with a nominal funding match of $40. In September 2012, the City received authorization from Caltrans to proceed with the program. Public Works Agency staff will conduct a three -year campaign to raise pedestrian safety awareness to a new generation of school -age children, and to continue encouraging safety practices for all pedestrians. The campaign's objective is to speak to 39 elementary schools, 15 neighborhoods, and six senior centers throughout the city. Staff recommends that this grant funding be accepted and appropriated so that this needed safety campaign can be completed. ENVIRONMENTAL IMPACT Environmental review (NEPA determination) was conducted by Caltrans. The State has determined that the project is a Categorically Exempt activity under Section 6004, 23CFR 771.117(c): activity (c)(1). 20A -1 Appropriation Adjustment Accepting Safe Route to School Federal Program Grant Funds November 19, 2012 Page 2 of 2 FISCAL IMPACT The appropriation adjustment will recognize additional revenue of $338,900 in the Traffic System Management revenue account (Account No. 14817002 - 52000) and appropriate the same amount to the expenditure account (Account No. 14817611- 66220). Required matching funds in the amount of $40 is budgeted in the Measure M - Street Construction Fund, in Project 106704 (Account No. 03217660 - 66220). v Rau odinez II Executive Director Public Works Agency RG /TH APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: APPROPRIATION ADJUSTMENT ACCEPTING CALIFORNIA ENDOWMENT GRANT FUNDING PROGRAM i CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Approve an appropriation adjustment recognizing the California Endowment Program funding in the amount of $61,144 into the revenue account (no. 02414002 57400) and appropriate same into the expenditure accounts (nos. 02414410 - various). DISCUSSION The California Endowment, a private statewide health foundation created in 1996, provides grant funding to Building Healthy Communities network programs throughout the state. Building Healthy Communities is a 10 -year, $1 billion program of the California Endowment. Fourteen communities across the state are taking action to make where they live healthier. They are doing this by improving employment opportunities, education, housing, neighborhood safety, unhealthy environmental conditions, access to healthy foods and more. The goal is to create places where children are healthy, safe and ready to learn. The Santa Ana Police Department has been awarded a grant of $61,144 from the California Endowment Foundation for this program. This funding will provide the Police Department resources to focus on Community Outreach efforts within the Building Healthy Communities Target Area. The focused outreach will capitalize on three proven and effective programs, The Parent Academy, the Jr. COP Program, and the Teen Academy. The Department will partner with schools and neighborhood associations to determine the locations that will best benefit from the programs. FINANCIAL IMPACT Approval of the appropriation adjustment will increase revenue in the California Endowment Program revenue account (no. 02414002 57400) by $61,144 and increase the same into the expenditure accounts (nos. 02414410 - various). Carlos Rojas Acting Chief of Police Police Department 41UN APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgt. Services Agency ql = REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONTRACT AWARD TO DELL CORP. FOR COMPUTERS (SPEC. NO. 12 -072) r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Award a contract to Dell Computer Corporation for the purchase of computers for the Parks, Recreation and Community Services Agency, the Police Department and the Finance and Management Services Agency, in an amount not to exceed $120,000. DISCUSSION The City of Santa Ana operates and maintains over 1800 computers throughout the organization. Current hardware inventory is between four and ten years old and is becoming obsolete. In order to address this need, staff from the Budget and Application & Tech Support Divisions of the Finance and Management Services Agency (FMSA) is developing a phased plan to replace and upgrade hardware in every department. In line with the plan, the Parks, Recreation and Community Services Agency (PRCSA) endeavors to replace one fifth of the computers used by both staff and the public each year. Along with the replacement of 35 staff computers, 31 computers used by the public at the Main Library's Computer and Youth Computer Labs and the catalog and reference desks, and in the Newhope Adult Computer Lab, will be replaced. This contract award also includes a computer for the Council Chambers control room and a notebook computer for Council Chambers presentations, which will be funded by Public Education Government (PEG) Capital Grant monies. Additionally, the Santa Ana Police Department has identified 20 computers needing replacement in the Special Investigations, Forensics, and Jail Divisions. Finally, in anticipation of implementation of the replacement plan, the FMSA will purchase 25 computers to create an available inventory for delivery throughout the organization. 22A -1 Contract Award to Dell Corp for Computers November 19, 2012 Page 2 Santa Ana Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The Western States Contracting Alliance (WSCA) establishes California Multi -State Cooperative Agreements for Commodities, IT Goods and Services, and Telecommunication Goods and Services. WSCA agreements are available to all State of California governmental entities that expend public funds for the acquisition of goods and services. Dell Computer Corporation is a manufacturer offering WSCA pricing. FISCAL IMPACT Funds are available in Recreation Community Services Managerial /Support ($21,693 in 01113200- 63001), Recreation and Community Services ($10,160 in 01113230- 63001), Library Services Technology and Support Services ($29,797 in 01111190- 63001), Recreation and Community Services -SA Zoo ($4,071 in 01113220- 63001), PRCSA CATV Capital Support (PEG) ($2,912 in 02113200- 63001), Criminal Activities Department of Justice ($21,000 in 02614450- 63001) and the IS Strategic Plan Computer /Hardware Replacement ($30,000 in 10910148- 63001). AL&-i'C4 U4 Gerardo Mouet Executive Director Recreation & Community Services APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency C4, - Carlos Rojas Acting Chief of Police Police Department 22A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONTRACT AWARD TO MIDWAY CITY FEED FOR ANIMAL FOOD SPEC. NO. (12 -062) r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: OMENS-3WOR ❑ As Recommended ❑ As Amended ❑ Ordinance on 1St Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Reject the bid from Newco Distributors, Inc. as nonresponsive. 2. Award a contract to Midway City Feed Company for animal food for a one -year period, with provision for three one -year renewals, in an annual amount not to exceed $35,000. DISCUSSION The Santa Ana Zoo at Prentice Park maintains an average of 250 animals, including birds, monkeys, a camel, and other exotic species with specific dietary needs. The contract for animal food is designed to provide quality products at significant savings based on quantity pricing. The notice inviting bids was advertised on September 26, 2012, and bids were solicited. A summary of the bid invitations and bids received is as follows: 8 Invitations For Bid mailed 3 Invitations For Bid received Bids were solicited and opened on October 10, 2012 and evaluated (Exhibit 1). The bid received from Newco Distributors did not meet the requirements for all food items on the bid. The bid received from Midway City Feed Company is responsive to the specification and meets the City's requirements. Fiscal Impact Funds are available in the Recreation and Community Services Zoo Animal Food and Supply (accounting unit 01113220 - 63400). Gerardo Mouet " Executive Directo Parks, Rec. & Comm. Svc. Agency ABSTRACT OF BIDS APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez \ \\ Executive Director Finance & Mgmt. Services 22B -1 G I REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONTRACT AWARD TO NATIONAL AUTO FLEET GROUP FOR FIVE PROPANE - POWERED FORD UTILITY TRUCKS (SPEC. NO. 12 -055) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1St Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to National Auto Fleet Group for five propane - powered Ford utility trucks in an amount not to exceed $469,560. DISCUSSION The Finance and Management Services Agency Facilities, Fleet Maintenance, and Central Stores Division (FMCS) provides vehicles, equipment, and fleet services to City departments. FMCS is responsible for the acquisition, maintenance, repair, and replacement of vehicles, motorcycles, construction apparatus, trucks, and maintenance equipment. The City has embarked on a five -year Alternative Energy Plan to convert 85 percent of the City fleet to alternative energy, reduce our carbon footprint, and reduce green house gases within our community. Additionally, over one third of the 700 pieces of equipment in the City's fleet inventory are due for replacement. To subsidize the acquisition of new equipment, the FMCS Division applied for and was awarded grant funds under the Local Government Match Program launched by the South Coast Air Quality Management District Model Source Reduction Committee (MSRC). The MSRC grant offers a reimbursement of $30,000 per truck for the purchase of alternatively - fueled vehicles. Based on current emission requirements for large trucks under the Air Quality Management District rules, the FMCS Division has identified four diesel - powered trucks for replacement in the current fiscal year budget. The four trucks range from model years 1995 to 2001 and have reached their useful lifecycle. The fifth truck is a new water meter service truck and will be an addition to the Public Works Agency's fleet inventory. The grant will reduce the total acquisition cost for the trucks from $469,560 to $319,560 resulting in a savings to the City of $150,000. A four and a half percent contingency is included in the award amount. This action is in concert with our five -year Alternative Energy Plan. Additionally, the propane - powered engines will reduce annual fuel costs for the five vehicles by approximately 40 percent. 22C -1 I Contract for Five Propane- Powered Trucks November 19, 2012 Page 2 Santa Ana City Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The National Auto Fleet Group contract was awarded as a result of a nationally solicited, open, and competitive bid under the National Joint Powers Alliance (NJPA) guidelines and meets the City's requirements. FISCAL IMPACT Funds are available in Fleet Maintenance /Stores Equipment Replacement (accounting unit 07510101 - 66400) and Water Quality & Measurement (accounting unit 06017644 - 66400). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency 22C -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONTRACT RENEWAL WITH VULCAN MATERIALS CO. FOR ASPHALT CONCRETE MATERIALS (SPEC. NO.09 -029) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Renew the contract with Vulcan Materials Co. for the purchase of asphalt concrete materials for a one -year period in an annual amount not to exceed $50,000. DISCUSSION The Public Works Agency Water Resources Division performs a variety of maintenance and repairs on the City's water and sewer systems. Tasks include mainline leak repairs to the water main system, repairs or replacement of water services and sewer laterals. Trench cuts are required in order to perform repairs and temporary asphalt concrete mix is used to repair the trench cuts in asphalt concrete streets. Permanent asphalt concrete trench resurfacing is provided under a separate contract administered by the Public Works Agency Maintenance Services Division. On July 6, 2009, the City Council awarded a contract to Vulcan Materials Co., for a one -year period, with provisions for four one -year renewals. The vendor has performed satisfactorily during the past contract period and has agreed to renew the contract without an increase in pricing. Staff recommends the third renewal of the contract. The annual amount is based upon past usage and staff's projections for the next year. FISCAL IMPACT Funds are available in the various Public Work Agency departmental accounts (no. 63001). Raul Godinez II \J Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency sp 22D -1 22D -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONTRACT RENEWAL WITH BEN'S ASPHALT INC. FOR ASPHALT STREET MAINTENANCE (SPEC. NO. 11 -060) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Renew the contract with Ben's Asphalt Inc. for asphalt street maintenance, for a one year period in an amount not to exceed $630,000. DISCUSSION The Public Works Agency's Maintenance Street Division is responsible for maintaining approximately 400 miles of streets within the City of Santa Ana. In order to do so, asphalt street maintenance and repairs are required. Services provided under the asphalt street maintenance contract include the excavation and cold milling of existing roadways, the installation of pavement reinforcement fabric, construction of asphalt concrete pavement, crack sealing and portland cement concrete repairs. In addition, the contract provides for water and sewer system maintenance, including trench repair and the adjustment of water valve boxes and manhole frames and covers to grade. On December 19, 2011, the City Council awarded a contract to Ben's Asphalt, Inc. for a one year period, with provisions for three one -year renewals. Over the past year, Ben's Asphalt has performed satisfactorily and has agreed to renew the contract without an increase in pricing. Staff recommends the first renewal of the contract. 22E -1 Contract Renewal for Asphalt Street Maintenance November 19, 2012 Page 2 FISCAL IMPACT Funds are available in the Public Works Agency Roadway Maintenance ($50,000 in 02917660- 62300), Water System Maintenance ($430,000 in 06017641- 62300), and Sanitary Sewer Service ($150,000 in 5617640- 62300) accounting units. Rau Godinez II Executive Director Public Works Agency PG:sp APPROVED AS TO FUNDS AND ACCOUNTS: C Francisco Gutierrez f Executive Director Finance & Mgmt. Services Agency 22E -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONTRACT RENEWAL WITH BEN'S ASPHALT INC. FOR POTHOLE REPAIR SERVICES (SPEC. NO. 10 -040) 1 � a CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Renew the contract with Ben's Asphalt, Inc. for pothole repair services, for a one year period in an amount not to exceed $450,000. DISCUSSION The Public Works Agency's Street Division is responsible for maintaining roadways within the City of Santa Ana. Services provided under the asphalt pothole repair contract include the repair of potholes and the repair of all damaged pavement areas not exceeding 100 sq. ft., with asphalt overlay. On November 15, 2010, the City Council awarded the asphalt pothole repair contract to Ben's Asphalt, Inc. for a one year period, with provisions for three, one -year renewals. Over the past year, Ben's Asphalt has utilized over 550 tons of asphalt concrete to fix small damaged pavement areas and filled approximately 20,000 potholes. Ben's Asphalt has exceeded performance expectations and has agreed to renew the contract without an increase in pricing. Staff recommends the second renewal of the contract. FISCAL IMPACT Funds for the first seven months of the contract are available in the fiscal year 2012 -2013 Public Works Agency Roadway Maintenance accounting unit ($262,500 in 02917660- 62300). Funds for the remaining five months of the contract will be included in the proposed 2013 -1014 budget. Raul Godinez II Executive Director Public Works Agency PG:sp APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 22F -1 22F -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2012 -04 FOR THE PROPERTY LOCATED AT 2002 NORTH HELIOTROPE DRIVE CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15f Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with Laszlo J. and Patricia A. Biro, property owners, for the structure located at 2002 North Heliotrope Drive, subject to non - substantive changes approved by the City Manager and City Attorney. HISTORIC RESOURCES COMMISSION ACTION Recommended that the City Council authorize the City Manager and Clerk of the Council to execute the attached agreement with Laszlo J. and Patricia A. Biro, property owners, for the structure located at 2002 North Heliotrope Drive, subject to non - substantive changes approved by the City Manager and City Attorney at its October 4, 2012 meeting by a vote of 6:0 (Bustamante and Yrarrazaval absent). DISCUSSION After the public hearing on October 4, 2012, the Historic Resources Commission reviewed the proposed Historic Property Preservation Agreement (Mills Act Contract) and concluded that the resulting potential property tax savings would encourage the owner to reinvest the tax savings in the maintenance of their historic property, and would benefit both the owner and the community (Exhibit A). Additionally, the agreement prevents inappropriate alterations. FISCAL IMPACT The Historic Property Preservation Agreement will reduce the property tax revenue to the City by an estimated $148.44 to $742.20 annually, for a period of not less than ten years. APPROVED AS TO FUNDS AND ACCOUNTS: Jay', Trevino Francisco Gutierrez Executive Director Executive Director Planning & Building Agency Finance & Management Services Agency HS:rb hs\historic info \mills act agreements \hppal2- 04_2002_N_Heliotrope.cc Exhibit: A. Historic Resources Commission Staff Report 25A -1 25A -2 REQUEST FOR Historic Resources Commission Action •-� -+ • -r r• . • OCTOBER 4, 2012 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2012 -04 FOR THE PROPERTY LOCATED AT 2002 NORTH HELIOTROPE DRIVE Prepared by Hally Soboleske Executive Director RECOMMENDED ACTION APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO QA,4_, VJ �� Planning ManageiO Recommend that the City Council direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute an agreement with Laszlo J. and Patricia A. Biro for the structure located at 2002 North Heliotrope Drive. DISCUSSION Request of Applicant The applicants, Laszlo J. and Patricia A. Biro, request the approval of Historic Property Preservation Agreement No. 2012 -04 (Mills Act) between the applicants and the City of Santa Ana. Property Description The subject property includes a two -story residence and a detached two -car garage located at 2002 North Heliotrope Drive, and is within the Floral Park neighborhood (Exhibit 1). Surrounding land uses are residential. Analysis of the Issues In March 1999, the City Council approved an ordinance authorizing Historic Property Preservation Agreements (HPPA), commonly known as the Mills Act contracts, for eligible historic properties. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange to the owner's voluntary commitment to maintain the property in a good state of repair and to rehabilitate the property as necessary to maintain its character and appearance. Once recorded, the agreement triggers the use of a different valuation method in determining the property's assessed value, thereby resulting in potentially significant property tax savings for the owner. EXHIBIT A 25A -3 HPPA No. 2012 -04 October 4, 2012 Page 2 One of the eligibility requirements for the Mills Act is that the property must be listed on the Santa Ana Register of Historical Properties. The subject property was placed on the local register and categorized as Contributive in July 2012 by the Historic Resources Commission (Exhibit 2). Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement (Exhibit 3). A review of the property indicates that this Colonial Revival (Folk Variant) styled structure is in excellent condition. As a result, a supplemental property rehabilitation plan will not be required as part of this agreement. Photos of the property are included with the agreement as well as a photo location map. The benefits of executing this agreement include, but are not limited to, the following: 1. Reduced property tax to allow reinvestment for the long -term preservation of the property. 2. Allows for a mechanism to provide for property rehabilitation. 3. Provides an additional incentive for potential buyers to purchase historic structures. 4. Discourages inappropriate alterations to the historic property. 5. Provides an opportunity for visual improvement to the physical environment of the community. 6. Offers additional support and attention for historic districts and historic structures in the City. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended action is not considered a project, and as such, is not subject to further environmental review. Hally SoboldA e Associate 9nner HS:jm hslhistoric infotmills act agreementslhppal2- 04_2002_N_Heliotrope.hrc Attachments: Exhibit 1 — Radius Map Exhibit 2 — Executive Summary Exhibit 3 — Mills Act Agreement 25A-4 HPPA- 2012 -4 2002 North Heliotrope Drive PLANNING AND BUILDING AGENCY 29A-0 r r Y • i f;. � it < i a� r * t ih h 3 2 f 1 II .s . t ep d ! e I 11 � HPPA- 2012 -4 2002 North Heliotrope Drive PLANNING AND BUILDING AGENCY 29A-0 EXECUTIVE SUMMARY LASBY HOUSE 2002 N. Heliotrope Drive Santa Ana, CA 92706 NAME Lasby House REF. NO. ADDRESS 2002 North Heliotrope Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1940 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication N Unrestricted ❑ Prehistoric M Historic ❑ Both ARCHITECTURAL STYLE: Colonial Revival (Folk variant — Cape Cod) The most universal of all American domestic building styles, the Colonial Revival has been popular since the 1876 Centennial celebration in Philadelphia stimulated a patriotic interest in the American architectural past. Whether drawing upon Georgian, Federal, or Dutch Colonial prototypes, Colonial Revival buildings feature rectangular building plans and designs which are usually symmetrical, or at least highly regular and balanced, in composition. Roofs are commonly side - gabled, hipped, or gambreled, sometimes accented with dormers. Porches, one or two stories in height, are often included, mostly as central focal points, and frequently incorporate classical elements such as columns, pilasters, and entablatures. Doorways are adorned with classical surrounds and pediments; sidelights, transoms, and fanlights are not uncommon. Windows are typically double -hung sash, with multiple lights in the upper sash. French doors and Palladian windows are also utilized. Depending on location, Colonial Revival buildings have wood, brick, or stucco exteriors (McAlester, 320 -326). SUMMARY /CONCLUSION: The Lasby House qualifies for listing In the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it "is a good example of period architecture. " (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 5Si: Individual property that Is listed or designated locally. EXHIBIT 2 25A-6 1f 4 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial Other Llattngs NRHP Status Code Review Code Reviewer Date Page 1 of 4 Resource name(*) or number (assigned by recorder) Lasby House P1. Other Identifier: 'P2. Location: ONot for Publication ■Unrestricted 'a. County Orange County 'b. USGS 7.5' Quad TCA1725 Date: 'c. Address 2002 North Heliotrope Drive City Santa Ana Zip 92706 'e. Other Locational Data: Assessor's Parcel Number 002- 082 -06 'P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Rectangular In plan, this side gabled two -story Colonial Revival (with a Folk variant) styled residence Is sheathed In wide clapboard and capped with composite shingles. We the eaves are shallow, the roof pitch Is very steep, and two windowed dormers pierce (he front roof elevation, each featuring a broken pediment and six over six windows. A brick chimney rises above the apex of the roof at the south side of the structure. The front elevation has an unpedimented front wood door with entablature and two rectangular sidelights. This door Is flanked by two sets of windows with wide muntins in a six over six pattern. Each of these windows Is adorned wilth lambstongue features, and wood shutters In proportion to the actual window. A detached matching garage sits to the rear north of the W. Some of the landscape is mature, and there are also recent plantings present. In general, this property Is In excellent condition. '133b. Resource Attributes: (list attributes and codes) HP2. Single-family Property 'P4. Resources Present: ■Building OStruclure ❑Object DSite 13District ❑Element of District ❑Other ■Building, Structure, and Object Record P5b. Photo: (view and date) East facing elevation 2012 'P8. Date Constructed /Age and Sources: (historic 194010ty of Santa Ana Building Permits W. Owner and Address: Lazio and Patricia Biro 2002 N. Heliotrope give Santa Ana, CA 92706 'Pa. Recorded by: Hally Soboleske 20 Civic Center Plaza Santa Ana, CA 92702 'P9. Date Recorded: June 6, 2012 'P10. Survey Type: Intensive Survey Update 'P11. Report Citation: (Cite survey report and other sources, or enter "none ") None. 'Attachments: ONone ❑Location Map O Sketch Map ■Continuation Sheet OArchaeological Record ❑District Record ❑linear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record OPholograph Record O Other (list) DPR 523A (1195) 25PXYf4 'Required Information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *CHR Status Code 5S1 resource name or e: r.asoy mouse B1. Historic Name : Lasby House B2. Common Name: Same B3. Original Use: Single - famlly Residence *B5. Architectural Style: Colonial Revival B4. Present Use: Single- family Residence *BB. Construction History: (Construction date, alterations, and date of alterations): Constructed 1940 March 6, 1940. 7 room residence and garage. $8,000. February 24, 1958. Patio coverforA.J. Lasby byAlllson Honer April 14, 1993. Replace guardrail at deck. *137. Moved? ■No E3Yes ❑Unknown Date: Original location *B8. Related Features: None. B9a. Architect: Unknown b. Builder: Allison Honer *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1895 -1965 Property Type: Single- family Residence Applicable Criteria: CR. 5S1 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Lasby House is architecturally significant as a Colonial Revival style of architecture in the Floral Park neighborhood. The lot was purchased In 1940 from Mr. Honer by Mr. Albert James (A.J.) and Mary Lasby. Mr. Honer also served as contractor for the property, obtaining permits a month after the sale. Mr. Lasby was a real estate broker and Mary was a housewife. Mr. Lasby passed away in 1945, and Mary continued to live In the home until its sale In 1979 to the Spragues. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanbom Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *B14. Evaluator: Hally Soboleske *Date of Evaluation: June 06, 2012 (This space reserved for official comments.) DPR 523B (V95) Page 3 of 4 25A -8 Sketch Map �- 00 2002 North Heliotrope Dr. 002- 082.06 J�O St- it 'Required information State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of - 3 Resource Name or # (Assigned by recorder) Lasby House "Recorded by Hally Soboleske "Date June 06, 2012 121 Continuation ❑ Update "810. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Rafiroad and incorporation as a city In 1886, and selection as the seat of the newly created County of Orange In 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated In the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Lasby House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Alison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived In Santa Ana from Beaver Falls, New York In 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes M Santa Ana" (Orange County Resister. September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built In the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each "(Oranae County Resister. September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco- styled Old Santa Ana City Hall, the El Toro Marine Base during World War 11, and the 1960 Honer Shopping Plaza. Honer lived In the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russel (1881- 1965), continued developing the groves of Floral Park. An early Russel project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, Including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War It years, Floral Park continued its development as numerous smaller, single - family houses were bull. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically hone to many affluent and prominent citizens. The Lasby House qualifies for fisling to the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture' Character - defining exterior features of the Lasby House that should be preserved include, but may not be limited to, exterior materials, massing and dormers, original windows where extent, chimney, and front porch conrrguration. 1312. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana. An Illustrated History Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A FW Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC. National Register Branch, National Park Service, US Dept of the Interior, 1991. Office of Historic Preservation. 'Instructions for Recording Historical Resources." Sacramento: March 1995. Pleasents, Mrs. J. E. History of Orange County, California. volume 2. Los Angeles: J. R. Finnell b Sons, 1931, pp. 364 -365. Whiffen, Marcus. American Architecture Since 1780. Cambridge. MIT Press, 1969. Alison Honer ties at 84," The Santa Ana Journal September 21, 1981. Builder of Honer Plaza Dies," Orange County Register. September 15, 1981. "History of Floral Park." htio.Ilwww .floral- park.corn/page2.htm1. Santa Ana and Orange County Directories, 1937 -1978. DPR 523L 25A-6 age 4 of 4 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Ana, CA 92706 RECORDING REQUESTED BY: City of Santa Ana AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 FREE RECORDING GOVERNMENT CODE §6103 HISTORIC PROPERTY PRESERVATION AGREEMENT This agreement ( "Agreement ") is made and entered into this November 5, 2012 by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing tinder the Constitution and laws of the of the State of California (hereinafter referred to as "City "), and Laszlo J. and Patricia A. Biro, (hereinafter referred to as "Owners "), owners of real property located at 2002 North Heliotrope Drive, Santa Ana, California, 92706 in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act ") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2002 N. Heliotrope Drive, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property ". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the Property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. -1- MILLS ACT AGREEMENT 2002 Norllr Heliotrope Drive Santa Ana, CA 92706 E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 5, 2012, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: -2- 25A -11 MILLSACT AGREEMENT 2002 North Heliotrope Drive Santa Ana, CA 92706 a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit B, and incorporated herein by this reference. The condition of the exterior of the property, as of the effective date of this Agreement, is documented in photographs attached hereto as Exhibit B and incorporated herein by reference. Owner shall continually maintain the Historic Property in the same or better condition as documented in Exhibit C. C. A view corridor enabling the general public to see the Historic Property from the public right -of -way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: Demolition of the Historic Property or destruction of character - defining features of the building or site; removal of tees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission, paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alternations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the County Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to determine the Owner compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. -3- 25A -12 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Agra, CA 92706 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner has breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one -half (12 %2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owner, the City shall give written notice to the Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the Deputy City Manager for Development Services or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owner), then the City may, without fiuther notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by -4- 25A -13 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Arta, CA 92706 the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 2002 North Heliotrope Drive, Assessor Parcel Number, 002 - 082 -06, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the patties hereto. City: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 Owner: Laszlo I and Patricia A. Biro 2002 North Heliotrope Drive Santa Ana, CA 92706 -5- 25A -14 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise fi-om the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. -6- 25A -15 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Agra, CA 92706 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into the contract, the owner or agent of an owner shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above. 15. Signatures. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council City Manager Property Owners: Date: By: Date: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan O. Hodge Assistant City Attorney Laszlo J. Biro By: Patricia A. Biro -7- 25A -16 MILLS ACT AGREEMENT 2002 North MellotropeDrlve Santa Agra, CA 92706 Exhibit A TR 1035 LOT 20 BLK A S 50FT THEREOF(TR 1010 LOT 16 N 14 FT THEREOF Assessor Parcel No. 002 - 082 -06 -8- 25A -17 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Arta, CA 92706 Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1; Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alternations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with -9- 25A -18 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Ana, CA 92706 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. - l0- 25A -19 MILLS ACT AGREEMENT 2002 North Heliotrope Drive Santa Ana, CA 92706 Exhibit C (photographs attached) O Front elevation 25A -20 ƒ 0 a 0W j} zc | )w . ..�.. � . y��.��...�.��� � .. \ � DO ©< 25A -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2012 -05 FOR THE PROPERTY LOCATED AT 2453 NORTH RIVERSIDE DRIVE r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with James Bradley Penner and Gretchen Joy Penner, property owners, for the structure located at 2453 North Riverside Drive, subject to non - substantive changes approved by the City Manager and City Attorney. HISTORIC RESOURCES COMMISSION ACTION Recommended that the City Council authorize the City Manager and Clerk of the Council to execute the attached agreement with James Bradley Penner and Gretchen Joy Penner, property owners, for the structure located at 2453 North Riverside Drive, subject to non - substantive changes approved by the City Manager and City Attorney at its October 4, 2012 meeting by a vote of 6:0 (Bustamante and Yrarrazaval absent). DISCUSSION After the public hearing on October 4, 2012, the Historic Resources Commission reviewed the proposed Historic Property Preservation Agreement (Mills Act Contract) and concluded that the resulting potential property tax savings would encourage the owner to reinvest the tax savings in the maintenance of their historic property, and would benefit both the owner and the community (Exhibit A). Additionally, the agreement prevents inappropriate alterations. FISCAL IMPACT The Historic Property Preservation Agreement will reduce the property tax revenue to the City by an estimated $190.43 to $952.15 annually, for a period of not less than ten years. APPROVED AS TO FUNDS AND ACCOUNTS: -7-1L J". Trevino Francisco Gutierrez Executive Director Executive Director Planning & Building Agency Finance & Management Services Agency HS:rb hs \historic info \mills act agreements \hppat2- 05_2453_N_Riverside.hrc Exhibit: A. Historic Resources Commission Staff Report 25B -1 25B -2 REQU EST FOR Historic Resources Commission Action HISTORIC RESOURCES CONMSSION NEEnNG DATE: OCTOBER 4, 2012 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2012 -05 FOR THE PROPERTY LOCATED AT 2453 NORTH RIVERSIDE DRIVE Prepared by Hally Soboleske APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO CW_-L, KaU4k__, t-1 Executive Director Planning nager RECOMMENDED ACTION Recommend that the City Council direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute an agreement with James Bradley Penner and Gretchen Joy Penner for the structure located at 2453 North Riverside Drive. DISCUSSION Request of Applicant The applicants, James Bradley Penner and Gretchen Joy Penner, request the approval of Historic Property Preservation Agreement No. 2012 -05 (Mills Act) between the applicants and the City of Santa Ana. Property Description The subject property includes a two -story residence and a detached two -car garage located at 2453 North Riverside Drive, and is within the Floral Park neighborhood (Exhibit 1). Surrounding land uses are residential. Analysis of the Issues In March 1999, the City Council approved an ordinance authorizing Historic Property Preservation Agreements (HPPA), commonly known as the Mills Act contracts, for eligible historic properties. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange to the owner's voluntary commitment to maintain the property in a good state of repair and to rehabilitate the property as necessary to maintain its character and appearance. Once recorded, the agreement triggers the use of a different valuation method in determining the property's assessed value, thereby resulting in potentially significant property tax savings for the owner. EXHIBIT A W-:151 HPPA No. 2012 -05 October 4, 2012 Page 2 One of the eligibility requirements for the Mills Act is that the property must be listed on the Santa Ana Register of Historical Properties. The subject property was placed on the local register and categorized as Contributive in October 2012 by the Historic Resources Commission (Exhibit 2). Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement (Exhibit 3). A review of the property indicates that this Spanish Colonial Revival styled structure is in excellent condition. As a result, a supplemental property rehabilitation plan will not be required as part of this agreement. Photos of the property are included with the agreement as well as a photo location map. The benefits of executing this agreement include, but are not limited to, the following: 1. Reduced property tax to allow reinvestment for the long -term preservation of the property. 2. Allows for a mechanism to provide for property rehabilitation. 3. Provides an additional incentive for potential buyers to purchase historic structures. 4. Discourages inappropriate alterations to the historic property. 5. Provides an opportunity for visual improvement to the physical environment of the community. 6. Offers additional support and attention for historic districts and historic structures in the City. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended action is not considered a project, and as such, is not subject to further environmental review. ally Sobo2anner ke Associate HS:jm hslhistodc info\mills act agreements lhppal2.05_2453_N_Riverside.hrc Attachments: Exhibit 1 — Radius Map Exhibit 2 — Executive Summary Exhibit 3 — Mills Act Agreement 25B -4 F .:a 1611 1610 S r A PARK LN '6141 S 4' ii s« s RIVERSIDE DR MOO N ` 7)t i 331 FIEl10TRpPE DR JTf IND rrj 3f! I33I ti 315 I)I8 J71 7J?1 500' RADIUS H P PA- 2012 -5 2453 North Riverside Drive PLANNING AND BUILDING AGENCY 2 IB9 1 EXECUTIVE SUMMARY WALKER HOUSE 2453 North Riverside Drive Santa Ana, CA 92706 NAME Walker House REF. NO. ADDRESS 2453 North Riverside Drive CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1931 LOCAL REGISTER CATEGORY: Key HISTORIC DISTRICT I NIA NEIGH130RHOOD I Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama - California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low- pitched roofs, usually with little or no overhangs and red tile roof coverings, fiat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARYICONCLUSION: The Walker House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Spanish Colonial Revival style. Additionally, the house has been categorized as "Key" because it "contributes to the overall character and history" of Santa Ana, and, as an example of the Mission /Spanish Colonial Revival style in the Floral Park neighborhood and has a "distinctive architectural style and quality" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 551: Contributor to a district determined eligible for the National Register by consensus through Section 106 process. Listed in the California Register. EXHIBIT 2 Page 1 of 5 25B -6 State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial Other Listings NRHP Status Code Review Code Reviewer Date Page 4 of 4 Resource name(&) or number (assigned by recorder) Walker Horse P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA0053 Date: *c. Address 2453 N. Riverside Drive City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002 -050 -08 *P3a. Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Characterized by horizontal massing and a rectangular plan, this is a two -story, stucco -Gad residence Is designed in the Spanish Colonial Revival style. Featuring an asymmetrical oomposillon, the residence has a two story wing to the east, and a single story bay to the west. The roof Is clad In red clay tiles terminating In very shallow eaves In a cross- gabled style. The focal point of the front elevation is the heavy wooden front door surrounded by an unusual Italian Renaissance style stuccoed half plfars with a squared pediment. Another distinguishing feature, derived from other styles of architecture, is a porthole window centered above the front door, adorned with a typical wrought Iron grNe ornamentation. Windows on the front elevation include recessed casement with stucco receding Into the recession, with second story windows adorned with wooden shutters. The lower story windows on the eastern bay are sheltered by a stuccoed shed roof, with a diamond grilled window immediately to the left, between the front door and lower elevation windows. The westem bay has, what appears to be a fixed nine light window. A chimney protrudes from the western bay with an unusual three -step configuration from the most western side of the structure to the chimney. It Is lopped by a decorative spark arrestor. The front landing is covered with nonoriginal Mexican file and concrete with a walkway that leads to the street. The garage has matching roof file and exterior materials, but is nondescript and noncontributing to the historic status of this property. Although the front yard Is devoid of ornamental landscape other than an aged palm tree, the rear yard appears to have lush and old growth trees. The residence Is In excellent repair. *P3b. Resource Attributes: (list attributes and codas) HP2. Single - family Property *P4. Resources Present: ■Building OStructure 00bject ❑Site ❑District ❑Element of District ❑Other *P11. Report Citation: (Cite survey report and other sources, or enter "none ") P5b. Photo: (view and date) South facing elevation 2012 *P6. Date Constructed /Age and Sources: ■historic 1931/Cly of Santa Ana Building Permits *P7. Owner and Address: James and Gretchen Penner 2453 North Riverside Drive Santa Ana, Ca 92706 *P8. Recorded by: H. Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: September 19, 2012 *P10. Survey Type: Intensive Survey Update *Attachments: ONone ❑Location Map ❑Sketch Map ■Continuation Sheet ■Bulkling, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record DMilling Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record O Other (list) DPR 523A (1185) *Required Information ?e2of5 25B' State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *CHR Status Coda 5S1 - musource rvame or a: vvarxer mouse B1. Historic Name: Walker House B2. Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single- family Residence *B5. Architectural Style: Spanish Colonial Revival *86. Construction History: (Construction date, alterations, and date of alterations): Constructed 1931 February 2, 1931. Residence and garage. $17,500. February 18, 1931. One fixture by Otto Juhlin for David Howell. August 1, 1955. Bedroom addition to residence for David Howell. August 17, 1955. Plastering. April 17, 1986. Furnace. *1137. Moved? ■No ❑Yes ❑Unknown Date: Original Location: *88. Related Features: None. B9a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1895 -1965 Property Type: Single- family Residence Applicable Criteria: NR: C, CR. 5 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Walker House is architecturally significant as an intact example of the Spanish Colonial Revival style and for its unique and distinctive style. The original owners appear to be Henry and Louise Walker who lived a half block to the east In 1926 at 2311 North Riverside Drive. The Walkers, Including sons Charles and James, moved often during their residence in Santa Ana to approximately 5 different residences. Mr. Walker was a merchant/owner of Walker Liquor. They lived at this location from 1931 until the mid - forties when the residence was purchased by David and Cath Howell, both attorneys. The Howells lived at this residence until well into the 1950's with David retiring in 1952. The home changed ownership many times after the Howell's owned it. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Fire Insurance Maps, Santa Ana, 1906 -1950, Sheet 53 (See Continuation Sheet 3 of 4.) B13. Remarks: *B14. Evaluator: Hally Soboteske *Date of Evaluation: September 19, 2012 DPR 5238 (1195) Sketch Map -,--4 4 0 2453 North Riverside Drive " 002 - 050 -08 4 0 (This space reserved for official comments.) • r-- r � 25EYtof5 O yl State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 4 Resource Name or # (Assigned by recorder) Walker House -- McGUMOU Dy "ally 0oDOresKe *B10. Significance (continued): *Date Qctober 4, 2012 0 Continuation 0 Update The Walker House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by East Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived In Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). 'Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes In Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive In the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1.935 Art Deco styled Old Santa Ana City Hall, the El Toro Marine Base during World War 11, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881- 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single - family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007) Floral Park maintains Its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Walker House also qualifies for listing In the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Spanish Colonial Revival style. Typical features of this style illustrated by the house include the signature combination of stucco walls with a red tile roof, faux recessed entry and casement windows, horizontal massing suggestive of a hacienda; asymmetrical composition; and wood - trimmed eaves. Additionally, the house has been categorized as "Key" because it `has a distinctive and unique style of architecture" Character - defining exterior features of the Walker House that should be preserved Include, but may not be limited to materials and finishes (stucco, wood, wrought Iron, and red tiles), asymmetrical treatment of elements on the fagade; roof configuration and detailing, original windows and doors where extant; stepped chimney, architectural details such as the door surrounds and shutters. Other distinctive and character defining features include a porthole window above the front door with wrought Iron ornamentation. DPR 523L Page 4 of 5 25B -9 State of California —The Resources Agency Primary # DEPARTMENT OF PARK$ AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 4 of 4 Resource Name or # (Assigned by recorder) Walker House *Recorded by Hally Soboleske *Date October 4, 2012 ® Continuation ❑ Update *B12. References (continued): Armor, Samuel, History of Orange County, Los Angeles: History Record Company, 1921. City of Santa Ana, Office of the Clerk of the City Council. "City of Santa Ana Election History" (n.d.). Franklin, Don. WIN Santa Ana History. Roy Russell & Son, Builders." Unsourced article from the Santa Ana History Room Historic House File, circa 1995. Harris, Cyril M. American Architecture • An Illustrated Enciviouedia. New York: WW Norton, 1998. Marsh, Diann. Santa Ana. An illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources. "Sacramento: March 1995. Pleasents, J.E. History of Orange County California Biographical Volume tll. Los Angeles: JR Finnell & Sons Publishing Co., 1931. Santa Ana and Orange County Directories, 1930 -1962. Ex -Santa Ana Mayor Dies." Santa Ana Register. December 1, 1953. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Alison Honer Dies at 84." The State Ana Journal. September 21, 1981. "Builder of Honer Plaza Dies. "Orange County Register, September 15, 1981. History of Floral Park." httn.//www .floral- park.com/page2.litml. OPR 523L Page 5 of b 25B -10 AIILLS ACT AGREEMENT 2453 North Riverside Drive Santry Ana, CA 92706 RECORDING REQUESTED BY: City of Santa Ana AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 FREE RECORDING GOVERNMENT CODE §6103 HISTORIC PROPERTY PRESERVATION AGREEMENT This agreement ( "Agreement') is made and entered into this November 5, 2012 by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City "), and James Bradley Penner and Gretchen Joy Penner, (hereinafter referred to as "Owners "), owners of real property located at 2453 North Riverside Drive, Santa Ana, California, 92706 in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act ") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2453 North Riverside Drive, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property ". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the Property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new -1- �1T� MILLS ACT AGREEMENT 2453 North Rit,erside Drine Santa Area, CA 92706 building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 19, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 5, 2012, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year terra of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: -2- 25B -12 MILLS ACT AGREEMENT 2453 North Riverside Drive Santa Ann, CA 92706 a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit B, and incorporated herein by this reference. The condition of the exterior of the property, as of the effective date of this Agreement, is documented in photographs attached hereto as Exhibit B and incorporated herein by reference. Owner shall continually maintain the Historic Property in the same or better condition as documented in Exhibit C. C. A view corridor enabling the general public to see the Historic Property from the public right -of -way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: Demolition of the Historic Property or destruction of character - defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission, paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alternations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the County Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to detennine the Owner compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. -3- 256-13 MILLS ACT AGREEMENT 2453 North Riverside Drive Santa Ana, CA 92706 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner has breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one -half (12 %2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owner, the City shall give written notice to the Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the Deputy City Manager for Development Services or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owner), then the City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by -4- 25B -14 MILLS ACT AGREEMENT 2453 North Riverside Drive Santa Ana, CA 92706 the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 2453 North Riverside Drive, Assessor Parcel Number, 002 - 050 -08, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument, 8. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 Owner: James Bradley Penner and Gretchen Joy Penner 2453 North Riverside Drive Santa Ana, CA 92706 -5- 25B -15 MILLS ACT AGREEMENT 2453 Noy-tit Riverside Drive Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. C. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. £ In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. -6- 256-16 MILLS ACT AGREEMENT 2453 North Riverside Drive Santa Ana, Cf! 92706 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (G) months of entering into the contract, the owner or agent of an owner shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instillment executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above. 15. Signatures. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council Property Owners: Date: Date: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan O. Hodge Assistant City Attorney PAUL M. WALTERS City Manager By: James Bradley Penner By: Gretchen Joy Penner -7- 256-17 Exhibit A TR 754 LOTS 12/13 Assessor Parcel No. 002- 050 -08 -8- ••7 � MILLS ACT AGREEMENT 2453 North Riverside Drive Samna Agra, CA 92706 HILLS ACT AGREEMENT 2453 North Riverside Drive Santa Ana, CA 92706 Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, stricture or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather- than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. S. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alternations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with -9- G I : � MILLS ACT AGREEMENT 2453 North Riverside Drive Santa Ana, CA 92706 size, scale, color, material and character of the property, neighborhood, or enviroiunent. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the fixture, the essential form and integrity of the stnicture would be unimpaired. -to- W, MILLS ACT AGREEMENT 2453 North Riverside Drlve Santa Ana, CA 92706 Exhibit C (photographs attached) O Front elevation -11- 256-21 a a z O Q v O J O F- O a w E2 0 w 0 w O z M tt) 44 N z 25B -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: AMEND AN AGREEMENT FOR ENVIRONMENTAL SERVICES WITH MICHAEL BRANDMAN ASSOCIATES TO PREPARE AN EIR FOR PARK VIEW AT TOWN AND COUNTRY MANOR RESIDENTIAL TOWER AT 555 EAST MEMORY LANE CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _".29_100710 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached amendment to the agreement with Michael Brandman Associates for environmental services in an amount not to exceed $8,000 for a new residential tower at Town and Country Manor located at 555 East Memory Lane, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION In early 2008, the City received a proposal from Town and Country Manor to construct a new residential tower on their existing campus located at 555 East Memory Lane. Due to the potential for significant environmental impacts, the City sent proposals to qualified firms seeking assistance in the preparation an environmental impact report (EIR) for this project pursuant to the California Environmental Quality Act. After reviewing proposals from qualified environmental firms, Michael Brandman Associates (MBA) was selected in May 2008 as the environmental consultant, and it thereafter began work on the EIR. MBA had nearly completed the draft EIR when, in 2010, Town and Country delayed the project due to economic circumstances. A year later, the applicant decided to move forward with the project, including the completion of the EIR. An agreement with MBA was originally approved in May 2008 in the amount of $186,830. During the reinitiation of the project in 2011, it was determined that the EIR would need to be updated to reflect current environmental conditions, including a review of updated traffic. As a result, a new agreement in the amount of $20,850 was approved in March 2012 to complete this work. During the review of the traffic component, it was determined that additional analysis would be required due to impacts adjacent to the Garden Grove (SR -22) Freeway. As a result, staff is requesting that an amendment to the agreement be executed with MBA in an amount not to exceed $8,000. This agreement will remain in effect until completion of the EIR. The entire cost of this work has been covered by the developer; and funds in this amount have already been deposited with the City. 25C -1 Amendment to Agreement with MBA November 19, 2012 Page 2 FISCAL IMPACT This agreement will not impact any City /Agency funds. Funds in the amount of $8,000 will be deposited by Town and Country Manor into the Planning and Building Agency account for contractual services (No. 09801001 - 24035) prior to the consultant commencing any work. ia'j M. Trevino Executive Director Planning and Building Agency VF:rb vf\reports\MBA Town & Country EIR contract amendment.cc111912 Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25C -2 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT is entered into on , 2012, by and between MICHAEL BRANDMAN ASSOCIATES, a California corporation ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "City "). RECITALS A. The parties entered into Professional Services Agreement #N- 2012 -050, dated May 1, 2012, (hereinafter "said Agreement ") by which Consultant provided professional environmental reports and services. B. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services and Compensation to include additional required CEQA services for the Town and Country Manor project located at 555 East Memory Lane. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to include those services necessary to complete the Town and Country Manor project environmental review, as set forth in Consultant's Additional Services for the Park View and Town and Country Project EIR — Addendum for Additional Traffic Analysis dated November 6, 2012, attached hereto as Exhibit A and incorporated herein by this reference. 2. Section 3, COMPENSATION, shall be amended to increase total compensation to Consultant by an amount not to exceed $8,000 in additional compensation to pay for the specific SCOPE OF SERVICES added by this First Amendment to Professional Services Agreement, as identified in the Budget Amendment in Exhibit A attached hereto and incorporated herein by this reference. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. EXHIBIT 1 25C -3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Professional Services Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: JAY TREVINO Executive Director - PBA CITY OF SANTA ANA PAUL M. WALTERS City Manager MICHAEL BRANDMAN ASSOCIATES THOMAS HOLM, AICP Principal 25C -4 EXHIBIT A (Attached) 25C -5 Alichaei Brandman Associates November 6, 2012 Vince Fregoso, Principal Planner City of Santa Ana Planning and Building Agency P. 0. Box 1988 (M -20) Santa Ana, CA 92702 Subject: Additional Services for the Park View at Town and Country Project EIR - Addendum for Additional Traffic Analysis Dear Vince: Per your request, MBA requests additional funds for the Updated Level of Service Analysis (Task 3b) and Letter Report Documenting Updated Level of Service Analysis (Task 4a) performed by Kimley -Horn and Associates. These tasks were described in KHA's letter of 11 /1 /11 (attached) and the work has been authorized and completed to support the revised Response to Comments /Final EIR Addendum. To implement this approach, MBA estimates the following budget amendment is needed. Please do not hesitate to contact me at 714.508.4100 should you desire additional information regarding this request for additional services to complete the Park View at Town and Country Project EIR. Sincerely, Thomas F. Holm, AICP, Director FirstCarbon Solutions -- Michael Brandman Associates 220 Commerce, Suite 200 Irvine, CA 92602 Attachment: KHA letter 11/1/11 K \Gent iP!FJM)\ 03271,J327C350\,Augnierts`sur.p!enxntal SerACey ;J3270030 AvpwtPwktiew Ii- {xrl2doa ENV IRON \fENTALtiPRVI!_ES ■ PLANNING. r NATURAL RESOURCPSAI:LNAGL• \LI=NT a wv%,.hraatdJrtm,com 25C -6 I1Wz Ji l »9.497.03111 ln9ne 71.1.56M.4104i P.thn spiinq: 760.31_2_.SM47 sacwnentn 916.4 - 17.11(x) San Benranisno 909.x'.14.2255 San Ranwn 925.8302733 ATTACHMENT ❑ � � KimleyHorn and Associates, Inc. November 1, 2011 Mr. Tom Holm Michael Bra ndman Associates 220 Commerce, Suite 200 Irvine, CA 92602 ■ suite 400 785 The C8y Orin OrarV, Caftnia 82868 Subject: Park View at Town & Country Manor —Additional Sub - consultant Services Authorization Dear Mr. Holm: The following is Kimley- Horn's proposed approach to address the traffic issues associated with the Park View at Town & Country Manor Project Design Changes. The proposed changes to the project will not increase the number of units, or change the use. Therefore, the proposed changes will not result In additional trip generation compared to the project evaluated in the June 2009 Traffic Impact Study prepared by Kimley -Horn. However, the traffic count data in that study was collected in 2007. Due to the lapse in time, there is some concern that the baseline conditions may have changed significantly since the 2009 'traffic Impact Study was prepared. It is also possible, however, that traffic conditions in the vicinity of the project may have remained essentially the same, due to current economic conditions. To determine whether or not traffic conditions have changed, and to determine what level of traffic analysis might be needed, we would propose the following conditional approach. • Task 1 — Conduct new traffic counts at the study intersections and roadway segments previously studied. This consists of 10 intersections and 10 roadway segments. • Task 2 — Verify field traffic conditions at the study Intersections, on the study roadway segments, and in the project vicinity. Task 3a — If field conditions have not changed substantially, and if traffic volumes are substantially the same or less than the traffic volumes in the 2009 Traffic Impact Study, then no additional analysis will be needed. A brief letter of findings would be prepared describing current baseline conditions compared to the 2009 Traffic Impact Study, to provide support for reliance upon the previous traffic findings, responses to comments and mitigation measures. TEL 714 939 1030 FAX 714 938 9488 25C -7 ATTACHMENT ��❑ KimleyHorn and Associates, Inc. Mr. Tom Holm, November 1, 2011, Page 2 • Task 3b — if field conditions have changed substantially, or If traffic volumes are substantially higher than the traffic volumes in the 2009 Traffic Impact Study, then Kimley -Horn will update the Intersection and roadway Level of Service analysis for the following study scenarios: • Existing Conditions • Opening Year without Project • Opening Year with Project Note: The fee for this task Is based on the assumption that the cumulative projects analysis will not change. Task 4a — If the results of the Level of Service analysis indicate that there would be no additional project impacts, then no additional analysis will be needed. A brief letter of findings would be prepared describing the results of the Level of Service analysis compared to the 2009 Traffic Impact Study, to provide support for reliance upon the previous traffic findings, responses to comments and mitigation measures. • Task 4b -- If the results of the Level of Service analysis indicate that there would be additional project Impacts compared to the 2009 Traffic Impact Study, then Kimley -Horn will update the Traffic Impact Study. The update would include updating the cumulative projects analysis, and identifying additional mitigation measures to mitigate the new project impacts. • Task 5 — If it is determined that the EIR needs to be recirculated, Kimley -Horn will participate in preparing responses to traffic - related comments. Task 6 — One project team meeting or conference call is assumed. If required or requested by the Applicant, the Client, or the City, 'attendance at additional meetings will be billed on a per - meeting basis. Fee The Kimley -Horn fee for this effort is broken down by each task. Tasks 1 and 2 will be required tasks. Each successive task will be performed only If the condition necessitating that task is met. Task 1-- Update Traffic Data Collection (including traffic count expense) $ Task 2 — Update Traffic Field Conditions Task 3a — Letter Report Documenting Updated Traffic Conditions or Task 3b — Update Level of Service Analysis 25C -8 2,850 800 2,500 4,500 ATTACHMENT KimleyHorn Mr. Tom Holm, November 1, 2011, Page 3 f• and Associates, Inc. Task 4a — Letter Report Documenting Updated Level of Service Analysis 3,500 or Task 4b — Update Traffic Impact Study with Additional Mitigation 9,500 Task 5 — Response to Traffic- related Comments 2,400 Task 6 — Attendance at meetings (per meeting) 1,200 The total fee will depend on which tasks are required. Please contact me if you have any questions, or if you need additional information. Thank you for the continued opportunity to work with you and your firm. Sincerely, KIMLEY -HORN AND ASSOCIATES, INC. Serine Ciandella, AICP Senior Vice President 25C -9 25C -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: REQUEST FOR PROPOSALS FOR MUNICIPAL PARKING STRUCTURES OPERATOR AND CONTRACT EXTENSION FOR PARKING CONCEPTS INC. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15t Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Authorize the Community Development Agency to release a Request for Proposals for a management contract for a parking operator to manage the four city -owned downtown parking structures. 2. Authorize the City Manager and Clerk of the Coucil to execute the attached contract amendment with Parking Concepts, Inc. of Los Angeles in an amount not to exceed $7,800 for a three -month period, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana owns and operates four parking facilities within Downtown Santa Ana. All four facilities are multi -level parking structures and are vital in providing easily accessible parking for the surrounding retail businesses and numerous visitors to this area. The parking structures accommodate both transient and monthly patrons, as well as provide parking for numerous events held throughout the year within the downtown. The parking structures provide an initial impression to customers visiting Santa Ana; therefore, the efficient operation of the parking structures and customer service are of primary importance. In 2007, following a Request for Proposals (RFP) process, a contract was awarded to Parking Concepts Inc. (PCI) for the operation of four downtown city -owned parking garages. The current operations agreement with PCI will expire on December 31, 2012 and all renewal options have been exercised. On September 17, 2012, an action was presented to City Council to develop and release an RFP for a municipal structures operator. The City Council motion was to continue consideration of the matter until after the Property Based Improvement District (PBID) /Community Management District (CMD) matter is resolved. However, since the the PBID /CMD matter is not directly related to the release of a municipal parking structures operator RFP, staff is respectfully requesting reconsideration of the matter at this time. 25D -1 RFP- Parking Structures Operator November 19, 2012 Page 2 Staff recommends issuing a Request for Proposal to seek parking management companies experienced in operating municipal parking structures. The attached Request for Proposals (Exhibit 1) includes the proposed requirements of daily operations management of parking structures, including, but not limited to: invoicing and collection of monthly fees, issuing validation stamps, collecting parking fees, activation of monthly access cards, preparation of monthly utilization reports, ongoing maintenance and equipment servicing, and providing adequate levels of security. In addition to operating the day to day activities of the parking structures, the city is seeking experienced parking management firms that will recommend and implement improvement projects for the structures. Due to the time delay in obtaining approval to release the RFP, staff is also requesting a three - month amendment to the existing agreement (Exhibit 2) with Parking Concepts Inc. for continued operations past their December 31, 2012 agreement, and will allow staff to complete the RFP process. The selected consultant is expected to commence operations on April 1, 2013. The extension also provide a smoother transition, if need be, from the current operator to the selected operator. FISCAL IMPACT There is no fiscal impact for the release of the RFP. For the three -month extension amendment, funds are available in the Downtown Parking Facilities account (no. 02718861 - 62300). Nancy T. �Jwards Interim Ex66utive Director Community Development Agency NTE /GPL /kg Exhibit: 1. Request for Proposals 2. Amendment to Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25D -2 REQUEST FOR PROPOSALS RFP 12 -060 PARKING OPERATIONS AND MANAGEMENT SERVICES DOWNTOWN PARKING FACILITIES CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Gabriela P. Lomeli Project Manager (714) 647 -5479 Office (714) 647 -5445 Fax glomeli(&- santa- ana.org KEY RFP DATES: Issue Date: Mandatory Pre - proposal Meeting: Deadline to Submit Questions: Response Posted on City Website: Proposal Due Date: Presentation /Interviews: Projected Award Date: Tuesday, November 20, 2012 Thursday, November 29, 2012 at 9:30 a.m. Thursday, December 6, 2012 at 5:00 p.m. Thursday, December 13, 2012 at 5:00 p.m. Wednesday, December 19, 2012 at 4:00 p.m. Tentative Week of January 28, 2013 Monday, February 18, 2013 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services EXHIBIT 1 Page 1 25D -3 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Parking Operations and Management Services. Responses to the Request for Proposals (RFP) will be accepted until Wednesday, December 19, 2012 at 4:00 p.m. If further information is required, contact Gabriela P. Lomeli at (714) 647 -5479 or glomeli @ santa - ana.org. MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: City of Santa Ana Community Development Agency (6th floor) Attention: Gabriela P. Lomeli 20 Civic Center Plaza, M -25 Santa Ana, CA 92701 It is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Proposals shall be made in writing via e-mail to Gabriela P. Lomeli at glomeli @santa - ana.org. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 20 Civic Center Plaza, Santa Ana, CA 92701 will be the governing time for acceptability of proposals. Late proposals will NOT be considered and will be returned to proposer unopened. Telegraphic, electronic and facsimile proposals will not be accepted. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE. DO NOT E -MAIL RFP RESPONSES DO NOT FAX RFP RESPONSES City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 2 25D -4 aqp CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES (RFP) PAGE I. INTRODUCTUION 6 II. PERIOD OF CONTRACT 6 III. OPTION OF RENEWAL 6 IV. FISCAL NONFUNDING CLAUSE 6 V. SCOPE OF WORK/SERVICES 7 VI. GENERAL INFORMATION 7 VII. COORDINATION 7 VIII. CONTRACTOR RESPONSIBILITIES 7 IX. INITIATION /KICK OFF MEETING 7 X. CITY BUSINESS LICENSE 8 XI. RULES FOR PROPOSALS 8 Xli. PRE- PROPOSAL MEETINGS 8 XIII. E -MAIL COMMUNICATIONS AND INTERPREPATIONS /CLARIFICATIONS 8 XIV. ADDENDA 8 XV.SUBMITTAL REQUIREMENTS INFORMATION AND DEADLINE 8 XVI. MINIMUM QUALIFICATIONS 8 XVII. SUBMITTAL REQUIREMENTS 9 XVIII. CONTRACTOR SELECTION — PROPOSAL AND EVALUATION 11 XIX. PUBLIC RECORDS 12 EXHIBIT A — SCOPE OF SERVICES 13 I. INTRODUCTION 13 A. LOCATION OF FACILITIES 13 B. CURRENT OPERATING SCHEDULES 14 C. HOURS OF OPERATIONS 14 D. CURRENT EQUIPMENT 15 E. PROPOSED STAFFING LEVELS 15 II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES 15 A. PARKING OPERATIONS AND MAINTENANCE SPECIFICATION 15 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 3 25D -5 B. CONTRACTOR PERSONNEL 16 C. CUSTOMER SERVICE 17 D. MAINTENANCE 17 E. PARKING ANALYSIS 18 F. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE 18 G. INSPECTIONS 18 H. SPECIFICATIONS 18 1. LOGS / NOTIFICATIONS / REQUIRED REPORTING 18 J. SUPERVISION OF CONTRACT AND MEETING WITH THE CITY 19 K. MATERIALS AND EQUIPMENT 19 L. ADDITIONAL SERVICES 19 III. DEFINITIONS 19 IV. TERMS AND CONDITIONS 19 A. TERM 19 B. CONTINUED FUNDING 19 C. COMPENSATION 20 D. INDEPENDENT CONTRACTOR 20 E. INSURANCE 20 F. HOLD HARMLESS / INDEMNIFICATION 21 G. NOTICE 22 H. TERMINATION 22 I. CONTRACTOR OPTION FOR TERMINATION 23 J. LIQUIDATED DAMAGES 23 K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS 23 L. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC 23 AWARENESS M. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 23 N. ASSIGNMENT 24 O. JURISDICTION — VENUE 24 P. FINES 24 EXHIBIT A —1 FACILITY LOCATIONS 25 EXHIBIT A — 2 EXISTING EQUIPMENT 26 EXHIBIT A — 3 DRAFT PARKING MANAGEMENT AGREEMENT 29 EXHIBIT A — 4 PARKING FACILITIES MAINTENANCE SCHEDULE 30 EXHIBIT B PROPOSERS STATEMENT AND FEE SCHEDULE 33 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL 34 GENERAL LIABILITY POLICY City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 4 25D -6 EXHIBIT D REFERENCES AND RELEVANT WORK HISTORY 35 EXHIBIT E PROPOSAL CONTRACT AND AGREEMENT — PROPOSERS 36 STATEMENT EXHIBIT F PROPOSAL CONTRACT AND AGREEMENT — CERTIFICATION OF 37 NONDISCRIMINATION BY CONTRACTOR EXHIBIT G NON - COLLUSION AFFIDAVIT 39 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 5 25D -7 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGMENT SERVICES (RFP) I. INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) for Parking Operations and Management Services for the operations, management and maintenance of four public parking structures and one public surface lot that serve retail, restaurants, office and mixed use developments in the Downtown area. II. PERIOD OF CONTRACT Unless earlier terminated as allowed for in the Agreement, agreement term shall be for a period of two years. The agreement term is anticipated to commence after City Council award of this agreement and upon receipt and approval of all required insurance documents. The projected agreement commencement date is March 1, 2013 and may be adjusted as necessary. III. OPTION OF RENEWAL The term of this Agreement shall have provisions for three (3), one -year renewal options at the discretion of the City and City Council approval unless the City notifies the Contractor in writing at least thirty (30) days before the end of the initial term or any extended term, of its intent to terminate the Agreement at the conclusion of the initial term or any extension. Time is of the essence in the performance of services under this agreement IV. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and contract shall terminate on the last day of current fiscal period without penalty or expense to the City. V. SCOPE OF WORK/SERVICES The scope of work may include any and all work efforts related to the Parking Operations and Management Services per EXHIBIT A - SCOPE OF SERVICES. The Contractor shall be an independent contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Contractor shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to the California Vehicle Code and the Santa Ana Municipal Code. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 6 VI. GENERAL INFORMATION A. The term of the contract will begin after the contract is awarded by the City Council. B. When determined appropriate, the City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. C. The Contractor shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. D. This RFP does not commit the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information and /or any aspect of a proposal prior to award of a written contract will be borne by the respondent. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in proposal. E. All data, documents and other products used, developed or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such subcontractors. VII. COORDINATION Coordination by the awarded Contractor with the City, other contractors and agencies will be required to achieve satisfactory and timely delivery of the required services. Coordination may include, but not be limited to, coordination with impacted businesses, neighborhood and civic groups, local and /or state agency boards, and attendance at City Commission and Council meetings. The City will decide the manner in which the coordination efforts will be conducted. At the City's option, coordination efforts may be performed by the Contractor's direct contact, by the Contractor acting through the City or by the City only. When coordination efforts require agreements, such agreements shall be coordinated through the City. VIII. CONTRACTOR RESPONSIBILITIES The selected Contractor will assume responsibilities for all services in its proposal. The selected Contractor shall identify a sole point of contact with the greatest knowledge in regard to parking operations and management service operations and contractual matters, including payment of any and all charges resulting from the Agreement. IX. INITIATION/KICK OFF MEETING The selected proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues, including transition of services and scheduling. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 7 U, X. CITY BUSINESS LICENSE The selected proposer shall be required to obtain a City of Santa Ana Business license within 30- days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. XI. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer (Exhibit H). XII. PRE - PROPOSAL MEETING A mandatory pre - proposal meeting is scheduled for Thursday, November 29, 2012 at 09:30 a.m. at parking structure B located at 300 E. Fifth St. (meet at the southeast corner of 5,n St. and Spurgeon St.). The meeting will include a walk- through of the facility. All questions shall be required to be submitted in written form to the Project Manager via email no later than 5:00 p.m. on Thursday, December 6, 2012. Responses to questions received by the deadline referenced above will be posted to the City's Bids and RFPs page at http: / /www.santa- ana.org/ finance /currentbidsandresults.asp by Thursday, December 13, 2012. XIII. E -MAIL COMMUNICATIONS AND INTERPRETATIONS /CLARIFICATIONS To facilitate the RFP process, proposers are required to monitor and respond to e-mail requests within 48 hours. No oral interpretations will be made by the City to any proposer as to the meaning of requirements identified herein, including the Scope of Service and Terms and Conditions. Every request for such an interpretation must be made in writing via e-mail to the Project Manager no later than 5:00 p.m. on Thursday, December 6, 2012. Significant interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. l /lW_1I]a]=10I1T_1 If clarification or interpretation of this RFP is considered necessary by the City, a written addendum shall be issued and the information will be posted on the City's website at http://www.santa- ana.org/ finance /currentbidsandresults.asp. It is the responsibility of each proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to this RFP. XV. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, at the date, time and location set forth on the Notice Inviting Proposals. Faxed and E -mail proposals will not be accepted. XVI. MINIMUM QUALIFICATIONS The following are the minimum qualifications to be considered as an eligible candidate to City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 8 25D -10 submit a proposal for the requested services described in this RFP. A. Proposers shall have at minimum of five (5) years recent experience operating a single public pay parking lot or structure with a minimum of 400 parking spaces generating annual gross parking revenue in excess of $350,000; and at least two (2) years experience in the last five (5) years operating public pay parking lot(s) and /or structure(s) which generate annual gross revenue in excess of $1,000,000. B. Proposers shall have at least three (3) years continuous experience during the past five (5) years in the operation and management of a public pay, multi -level parking structure which was open at least 10 hours per day, five days or more per week. C. Proposers key personnel must have a minimum often (10) years of experience as described in the Attachment A — Scope of Work D. Proposer must have an office location(s) within Orange County, CA. XVII. SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed project. Each firm must address each of the following items in its response to the RFP. A. Statement of Qualifications - In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM of 25 PAGES (excluding front and back covers). The page limitation includes all appendixes, attachments and supplemental information. The following information is required: 1. Cover Letter: A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. 2. Firm and Personnel Experience: A profile of the firm's experience, personnel and history relating to the scope of work identified in Exhibit A. Include project description, year performed /completed and client name with contact information including their telephone number. The Project Manager /Principal Agent's contact information (e.g. Operation /Field Supervisor) for the proposed work shall be identified and associates in- charge when Project Manger /Principal Agent is absent as well as that of other key personnel. An organization chart identifying only those who will perform work for the proposed project and their brief resume (if applicable). The Project Manager /Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. 3. Plans: Submit a narrative description for the following. a. Management Plan: i. The proposed management of the facilities including but not limited to staffing, accounting and logistics. ii. Projected pro forma. iii. Detailed revenue control procedures. b. Operations Plan: i. Describe in detail the proposed operations plan of facilities including but not limited to general operations, maintenance, security and staffing. c. Transition and Implementation Plan: i. Describe the steps to be taken to transition into the facilities and begin operations. Include a time implementation schedule for the transition plan. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 9 25D -11 d. Facilities Improvement Plan: i. Identify and describe improvements to be made, if any, at the parking facilities (paint, signage, minor repairs, etc.) ii. A timeline for the proposed improvements. e.General Improvements /Recommendation Plan i. Describe any improvements your company would propose to improve the facilities overall, both physical and operational. 4. Labor Relations: Provide a response to the following questions: a. Characterize your company's labor relations program and union representation. i. Are the employees who will be staffing City facilities currently represented by a recognized labor union or governed by a collective bargaining agreement? ii. Which union or association is recognized? iii. If there is a collective bargaining agreement, when is it scheduled to expire? b. In the past 3 years, has the company been involved in any labor representation or collective bargaining disputes with one or more labor organizations? i. If so, further explain. ii. Would any of those have an impact on the company's ability to carry out the City's work if awarded the contract? c. In the past 3 years, has the company been involved in any labor representation or collective bargaining disputes with one or more labor organizations? 5. Human Resources: Provide a response to the following questions: a. Describe your employee recruitment program (methods & process). b. Describe your pre - employment personality testing used in recruiting, if any. c. What has been the employee turnover experience for your personnel? d.What are the three major reasons for turnover? e. How many contract personnel, full time and part time, do you employ? f. Employment Policies: i. What are your pre -hire screening and testing procedures? ii. Do you provide random drug test before and after hiring? iii. What are your hiring and termination policies? iv. What role do you see the City playing in the hiring and termination procedures? 6. Training Policies: Describe what company training programs you provide, the frequency of when trainings are offered, the number of training hours provided to each employee, etc. 7. Staffing Policies: Provide responses to the following questions: a.Will you recruit personnel for this contract differently from other standard parking contracts? If so, how and why? What specific recruitment methods will be used? b.With other parking companies advertising for employment opportunities, what will you do to meet the city's needs? c. List the wage rates and billing rates by type of position for each of the type of services to be provided. Response must include the following: i. Suggested beginning hourly wage for each position. ii. A detailed description of all fringe benefits offered to employees. iii. A detailed description of any employee incentive programs offered by the company that rewards /encourages employee safety, productivity, excellent customer service. 8. Financial Responsibility (Capacity): City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 10 25D -12 a.Proposer shall 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 90 -day period. If said financial statement does not reflect full 90 day operational capacity, Proposer may include a letter of credit as evidence of supplemental capacity 9. Submittal of Proposal: a. Seven (7) copies of the response to the RFP shall be signed by a company official with the power to bind the company. b. One (1) copy of the submittal on a Compact Disc, USB Flash Drive or Equivalent. c. Structure your proposal to include the Scope of Services response, General Time implementation Schedule, Fees /Contract Price and Exhibits. B. EXHIBIT B —PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING C. EXHIBIT C — ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY (NOT REQUIRED UNTIL AFTER CONTRACTOR SELECTION) D. EXHIBIT D — REFERENCES AND RELEVANT WORK HISTORY (PAST 20 YEARS) E. EXHIBIT E — PROPOSAL CONTRACT AND AGREEMENT — PROPOSERS STATEMENT F. EXHIBIT F — PROPOSAL CONTRACT AND AGREEMENT — CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR G. EXHIBIT G — NON - COLLUSION AFFIDAVIT H. The proposal must be completely responsive to the RFP. I. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. XVIII. CONTRACTOR SELECTION — PROPOSAL AND EVALUATION The criteria for evaluating the proposals submitted will take the following items into consideration: A. Qualifications and Company Experience ............................. ............................... 30% B. Proposed Plans (Management, Operations, Facilities Improvements, Transitional and Implementation and General Improvements/ Recommendation ......................... 30% C. Fee Proposal ................................................................ ............................... 30% D. Quality and Depth of Proposal ........................................... ............................... 10% The proposals will be reviewed by a committee of City staff members. The committee will evaluate Proposers based on their response to the RFP. A final score will be calculated for each submitted proposal and used to rank the proposers. The most responsive proposers will be informed after proposal packet evaluation. The committee will interview the top tier of proposers and recommend award of the contract to the proposer who will provide the best quality service at minimum cost to the City. The City reserves the right to negotiate pricing and for additional interviews. The City will notify the successful firms by email of invitation for final oral interview and /or award. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 11 25D -13 XIX. PUBLIC RECORDS Proposals will become public record after award of agreement. Interested offerors may submit a written request, with a self- addressed stamped envelope to receive results of the evaluation. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to, City of Santa Ana Community Development Agency, Attn: Gabriela P. Lomeli, 20 Civic Center Plaza M -25, Santa Ana, CA 92701. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 12 25D -14 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A — SCOPE OF SERVICES I. INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) for Parking Operations and Management Services to operate and manage four downtown public parking structures and a public surface lot located within the Downtown area (Exhibit A -1). The duties and responsibilities of selected contractor will be to oversee daily operation and management of the facilities, including, but not limited to: invoicing and collection of monthly fees, issuing validation stamps, collecting parking fees, activation of monthly access cards, preparation of monthly utilization reports and maintenance. In addition, the selected contractor will be required to operate and maintain all current equipment listed in Exhibit A -2 and any new equipment installed during the term of the Agreement. Currently, the City plans to upgrade access controls and install roll down security gates at all vehicle entrances. As part of the Agreement, the contractor will assist the City with the management of construction activity associated with the equipment and security gate installation, and the orderly operation of the parking structures continuously during the construction activity. A. LOCATION OF FACILITIES: Parking Structure A: Northeast corner of Broadway and Third Street (440 spaces *) 201 West Third Street Parking Structure B: South side of Fifth Street between Bush and French Street (700 spaces *) 300 East Fifth Street Parking Structure C: Northwest corner of Birch Street and Third Street (400 spaces *) 310 North Birch Street Parking Structure D: Southwest corner of Fifth Street and Main Street (400 spaces *) 420 South Main Street Surface Lot 1: Northeast corner of Bush Street and Third Street (62 spaces) 201 East Third Street *Approximate number, available space varies based on tenant utilization. Each location currently accommodates both monthly and transient patrons with the exception of the surface lot which at this time only services transient patrons. In addition, these facilities provide parking for numerous events held in the Downtown. The surface lot may also be used to stage City approved events. The City, through the Public Works Division, has plans to replace the existing access controls and install security gates at all vehicle entrance points at the four parking structures. This project is tentatively scheduled to go out to bid by the Public Works Division in late 2012 with a contract awarded in early 2013. The Parking Operations Manager will assist the City with the management of construction activity associated with the equipment installation, and the orderly operation of the parking structures continuously during the construction activity. The City can request to have additional locations not listed above be managed under this Operations and Management Agreement, subject to additional fee. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 13 25D -15 B. CURRENT OPERATING SCHEDULES (Subject to Change) Parking Structure A: Operated seven days a week. Parking Structure B: Operated Monday through Friday, Saturday after 6pm and Sunday if events are scheduled. Parking Structure C: Operated Monday through Saturday. Parking Structure D: Operated Monday through Saturday, closed on Sunday. Currently, this is the only facility with roll down gates that allows for complete closure of the structure. Parking Lot 1: Attended Monday through Saturday for revenue collection purposes. There is not an attendant assigned to this location. Current Holidays Observed: lnarkina structure personnel will not work these holidaysl New Years Day Labor Da Martin Luther King Day Veterans Da Presidents Day Thanksgiving Da Memorial Day Christmas Da Independence Da Sunday C. HOURS OF OPERATION- (Subject to Change) Hours of operation vary among the different parking facilities. Operations, management, and security are of critical importance to the success of the facilities. Below is a summary of the hours of operation: Parking Structure A: Monday - Tuesday 08:00 AM - 08:00 PM Wednesday - Saturday 08:00 AM - 01:00 AM Sunday 10:00 AM - 06:30 PM Parking Structure B: Monday - Tuesday 07:30 AM - 09:00 PM Wednesday — Friday 07:30 PM - 01:00 AM Saturday 06:00 PM - 01:00 AM (Sundays only if there is a special event scheduled) Parking Structure C: Monday — Tuesday 08:00 AM - 06:00 PM Wednesday- Friday 08:00 AM - 01:00 AM Saturday 04:00 PM - 01:00 AM Sunday Closed Parking Structure D: Monday- Friday 06:00 AM - 11:30 PM Saturday 06:00 AM - 12:00 AM Sunday Closed Parking Lot 1: Monday- Saturday 08:00 AM - 08:00 PM City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 14 25D -16 D. CURRENT EQUIPMENT Attached as Exhibit A -2 is a list of all current equipment that contractor will be required to maintain as part of their obligation. E. PROPOSED STAFFING LEVELS 1 Operations Manager 1 Shift Supervisor Below are the current staffing levels for all the parking locations indicated in the RFP. The number of employee hours to be worked shall be scheduled by contractor with the written approval of the Project Manager. Parking Structure A: 3 full time parking attendants 1 part time parking attendant Parking Structure B: 2 full time parking attendants 2 part time parking attendants Parking Structure C: 3 full time parking attendants Parking Structure D: 2 full time parking attendants 2 part time parking attendants Parking Lot 1: Operations Manager or his /her designee to do daily revenue collection. In addition, the selected operator will be responsible for contracting for security guard services. Current security staffing levels for service at the four parking structure locations consists of: 1 post commander 1 lead security guard 12 full time security guards CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. PARKING OPERATIONS AND MAINTENANCE SPECIFICATIONS Proposer will be conclusively presumed to have read and to be familiar with the attached Management Agreement (EXHIBIT A -3). It is the intent of the City that the Operator will fully comply with every requirement of said Management Agreement. This Management Agreement is viewed as a major contract with major responsibilities on the part of the Operator. The City wants a proven operator with current experience in handling comparable single client facilities. It is expected that the selected proposer will provide an experienced Operations Manager to oversee these operations. The facilities will be maintained and operated in a courteous, efficient and prompt manner at all times. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 15 25D -17 Although the City will closely monitor the operator's financial controls and procedures to ensure against mishandling or theft of public funds, it is expected that the operator, as a proven professional parking management firm, will provide optimum in fiscal responsibility. Detailed records must be maintained with direct supervision and certification of a Certified Public Accountant. Likewise, timely deposits and reports are to be prepared and adhered to. The City expects the best professional and responsible service attainable. B. CONTRACTOR PERSONNEL 1. The contractor shall furnish the necessary personnel, including one (1) Operations Manager and one (1) Shift Supervisor. Hours will be determined based on the needs of the City. The City of Santa Ana shall have discretion in approving changes to work hours and assignments or areas. A list identifying the names of all Contractor personnel shall be provided to the City Project Manager or designee. 3. Each of the Contractor's employees performing work pursuant to this Request For Proposals (RFP) shall: a. Have ability to read, write legibly, speak and comprehend the English language - Bilingual fluency in Spanish or other language approved on the City's bilingual list is preferred; b. Capable of performing assigned duties; c. Pass a background check that shall include a review of the employee's criminal history that would pose a liability for the City including crimes of violence. The City of Santa Ana reserves the right to mandate removal of any contractor's employees found unacceptable to the City for any reason; d. Have a High School Diploma or its equivalent; e. Be well groomed at all times; and f. Have a minimum of eight (8) hours of basic customer service training including, but not limited to, conflict resolution, handling difficult customers and cultural diversity 4. The contractor must provide an Operations Manager during daytime working hours to supervise all selected proposer employees on duty. The Operations Manager shall have substantial expertise and experience in parking management and operation services. The Operations Manager shall be the primary contact between the city and selected proposer on matters relating to the operations and management services provided through this RFP. 5. The Operations Manager shall be the primary daily operations contact to the City and shall also do the following: a. Respond to complaints and provide the City's designee with a copy of the complaint and the resolution or, in the event an investigation is required, the steps being taking to resolve the complaint and the date a resolution can be expected. b. Contact the City designee at least once each day to discuss and clarify operational assignments and receive any special instructions; c. Ensure that contractor personnel perform the duties required by the RFP; and d. Prepare and submit monthly progress reports and status reports as may be required by the city designee. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 16 W I'm Feee 6. The contractor shall be required to designate an Assistant Operations Manager. This person shall have the authority over the personnel and shall be a member of the contractor's management staff with authority to represent the contractor on policy matters. 7. All shifts must be supervised. 8. The contractor shall provide and pay for all uniforms for contract personnel assigned to work in the field. a. Uniform specifications shall include a photograph or diagram and written description of the uniforms for male and female personnel and include marking(s), shirt sleeves length (short or long), shoe type, the color of shirts, pants, jacket(s) and any other relative information. As an option, the contractor may allow the employee to wear shorts of the same color as the uniform pants during the summer months. b. The Community Development Agency Director or his /her designee shall review and approve all uniforms and insignias. c. Uniforms shall be properly fit with no rips or tears and must be clean and pressed at all times to present a neat appearance. 9. If the Contractor finds it necessary to utilize substitute personnel, they are to be equal in qualifications and training to regular personnel. C. CUSTOMER SERVICE Contractor shall provide service, which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. All Contractor personnel are a reflection of the City of Santa Ana and as such are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Comply with all federal, state, county, and city laws and regulations. 4. Use adequate equipment that is kept clean and neat at all times. 5. Maintain working spaces, clean and free of clutter or distractions. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. D. MAINTENANCE It is expected that the selected proposer will agree to keep the parking facilities clean and in a proper state of maintenance as referenced in Exhibit A -4 and repair other than major structural repairs, and at the termination of the Agreement, to leave the parking facilities in substantially the same condition as existed at the commencement of the Agreement, normal wear and tear expected. Selected proposer shall be responsible for repair and maintenance of any and all parking equipment City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 17 2501-19 at the City's expense, subject to City's written approval except in case of emergencies in which case notification shall be oral. E. PARKING ANALYSIS The City may request selected contractor for data gathered from the parking facilities for the purpose of conducting a parking analysis and /or request to subcontract for a complete parking operations study to evaluate and make recommendations for potential operational improvements and identify a monitoring system for evaluating success of a new operational program. F. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE City of Santa Ana authorized contractors will be required to have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be of a professional manner and maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. All costs associated with the fabrication of such signage shall be borne by the Contractor. Such signage design shall be pre- approved by the City prior to production. Signage type and material shall be plastic with magnetic backing, painted signage on vehicle or similar. Taped vehicle signage will not be allowed. G. INSPECTIONS A representative from the City shall regularly inspect the operations and management and other areas subject to this Agreement to ensure that the work is being, and has been, performed in accordance with the terms identified in this agreement. All work found in such inspections not conforming to the applicable requirements shall be corrected by the Contractor and the City shall have the right to withhold payment to the Contractor until the work is corrected. : W*J *01 W W-A 11IQ►61 This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. I. LOGS / NOTIFICATIONS / REQUIRED REPORTING 1. The Contractor shall log all equipment service and repairs. 2. The Contractor shall log on a daily basis and handle all complaints from the public regarding parking facilities in a courteous and professional manner as well as any corrective action taken as a result. 3. The Contractor shall note any hazardous conditions or damage to public parking facilities and shall report these conditions immediately to the Project Manager; first by telephone and followed by a monthly report. 4. The Contractor will track and provide periodic reports on parking utilization levels for all parking facilities included in this RFP. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 18 25D -20 5. The Contractor shall permit the City to inspect and audit its books and records regarding City - provided services at any reasonable time. J. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Community Development Agency. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a weekly basis or as determined necessary by the City. K. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Such efforts shall be provided to the City. The City shall have the ability to provide a list of possible Santa Ana vendors to the Contractor. The City has the option to purchase and provide materials. The City has the option to purchase special material or the City will reimburse the Contractor for purchase of special material only after authorization by the City. L. ADDITIONAL SERVICES Selected contractor may be requested to provide or subcontract other services related to the parking facilities which may include, but not limited to, implementing a park wayfinding program, parking enforcement within the parking facilities and a valet program. Also, may be requested to assist city staff in preparing and updating a webpage to inform the public of parking locations, rates, operating hours and special event parking. III. DEFINITIONS None. IV. TERMS AND CONDITIONS A. TERM The term of this Contract is projected to commence on or about March 1, 2013 after City Council award of this contract and upon receipt and approval of all required bonds and insurance documents and terminate February 28, 2015, unless earlier terminated as set forth in Section H, below. City may grant an option to renew up to three additional one -year periods. Said options shall be exercised in writing at least thirty (30) days prior to the end of the initial term or any extension thereof. B. CONTINUED FUNDING In the event funding is not allocated for Parking Operations and Management services during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 19 25D -21 C. COMPENSATION City agrees to pay and Contractor agrees to accept a flat monthly fee for the scope of service outlined in this RFP and will be reimbursed for certain costs including routine parking structure expenses, emergency repair costs, minor improvements and additional work hours as requested and approved in advance by the City. 2. As part of the proposal, include: a. A flat monthly fee for each of the five parking facilities. Evaluation will be based on cumulative monthly fee of all five facilities. b. Include a schedule indicating the components of the proposed fee for each structure (ie. accounting, overhead, profit, etc.) c. Hourly fee for additional cashiers, parking attendants or other staff when required /requested by the City. d. The parties may annually agree to an adjustment of parking operations and management services charges (not to exceed 2 %) commencing at the end of the first year of the agreement, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to parking operations and management services charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles- Anaheim - Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area. 3. Extra Work a. No new work of any kind shall be considered unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The Contractor will be required to provide detailed information of such extra work. Documentation of contract compliance may be required on some occasions. D. INDEPENDENT CONTRACTOR Contractor shall during the entire term of this Contract, be construed to be an independent contractor and not an employee of the City. This Contract 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 manner in which Contractor performs the services required by this Contract. 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. Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 1. Commercial General Liability Insurance. Contractor shall maintain commercial general liability City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 20 25D -22 insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $2,000,000 per occurrence, $2,000,000 in the aggregate. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 3. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 1. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: a. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. A sample additional insured endorsement is attached hereto as Exhibit C. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. b. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. c. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 2. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. F. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 21 25D -23 Contract (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. G. NOTICE Any notice, tender, demand, delivery or other communication pursuant to this Contract shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copy to: Gabriela P. Lomeli City of Santa Ana Community Development Agency 20 Civic Center Plaza (M25) Santa Ana, CA 92701 Fax 714 - 647 -5455 H. TERMINATION The City reserves the right to terminate the contract, without penalty, for cause immediately or without cause. 1. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 22 25D -24 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the Projects Manager or designee, the level of service falls below appropriate Parking Operations and Management standards and /or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Project Manager or designee determines that contract services are performed as well and as frequently as required by this Agreement. I. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one - hundred and eighty (180) days written notice prior to contract termination date requested. 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. J. LIQUIDATED DAMAGES If the City determines that the Contractor breaches its promise to provide parking operations and management services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth above, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of Contractor's breach, Contractor shall pay to City the sum of $125 per hour per occurrence for such breach per parking personnel, in addition to any cost, fines, etc. levied against the City. K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. L. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC AWARENESS If requested by City, Contractor shall participate in extensive public awareness efforts and community events and programs, such as neighborhood and City events. Such participation shall be upon City request provided with reasonable notice of event timing. Such events will not exceed four (4) per year. M. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 1. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 23 25D -25 2. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. N. ASSIGNMENT Inasmuch as this Contract 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 City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. O. JURISDICTION —VENUE This Contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this Contract 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 Contract. P. FINES The Contractor shall be liable for all violation fines levied against the City by State or Federal Agencies and the Courts such as, but not limited to, oil or fluid leaks. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 24 25D -26 EXHIBIT A -1 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY TO ILLUSTRATE EXISTING CITY OF SANTA ANA PARKING STRUCTURE AND SURFACE LOT LOCATIONS N I AO�N 0RAVQ CITY of SANTA PARKING STRUCTURES �4 �' ;; AND SURFACE LOT .,0,4A[ 8tvo gg< 3 El I I H h 4TH ST 4TH ST pwuRnV w..«A 3RD A Third & Broadway 3 Levels - 440 Spaces z B Fifth & French 4 Levels - 700 Spaces $T C Third & Birch 2 5 Levels - 400 Spaces D Fifth & Main 7 Levels - 400 Spaces 1 Third & Bush tSTST I TST Surface Lot - 62 Spaces City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 25 25D -27 CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A -2 THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY TO ILLUSTRATE EXISTING EQUIPMENT AT EACH LOCATION STRUCTURE A Current Equipment 1 180 8 8 1 201 West 3rd Street Elevator Interior Light Fixtures 408 lamps Exterior Lights & Fixture Roof Pole Lights & Fixture Landscape Irrigation System 1 Sump Pump Parking Equipment 5 3 1 1 5 Office Equipment 1 1 4 2 1 3 2 1 1 STRUCTURE B Current Equipment 2 160 32 9 1 Federal APD Gates Federal APD Ticket Spitters Amano Register Amano Validator Proximity Card readers Service by Amtech T12 30 Watt 48 -IN FLRMP 150 Watt HPS Medium Size 250 Watt HPS Mogul Size Service by Specialty Environments Service by OC Pump Service and Repair by Total Access Company Access Card Dell PC & program Access Card Controller box Vertex VX230 UHF 16 Channel two way radios Vertex VX spare battery Vertex VX six bank rapid charger Vertex VX remote speaker microphone Telephone and base Security/ Information desk Cashier Booth 300 East 5th Street Elevators Interior Light & Fixtures Interior Fixtures 64 Lamps Roof Pole Light & Fixture Landscape Irrigation System 2 Sump Pump Service by Fujitech 150 Watt HPS Medium Size Ceiling Mount T12 30 Watt 48 -IN FLRMP Ceiling Mount 250 Watt HPS Mogul Size Pole Light Service by Specialty Environments Service by OC Pump City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 26 25D -28 Parking Equipment 5 3 1 1 5 1 Office Equipment STRUCTURE C Stanley Gates Stanley Ticket Dispenser Amano Register Amano Validator Falcon Key Card Readers Falcon Key Card System 1 Telephone and base 2 Cashier Booth Current Equipment 1 66 15 6 1 1 1 Parking Equipment EXHIBIT A -2 Service and Repair by Total Access Company 310 North Birch Street Elevators Interior Light & Fixtures Interior stair Light & Fixtures Roof Pole Light & Fixture Landscape Irrigation System Sump Pump Caterpillar Backup Generator Service by Fujitech 150 Watt HPS Medium Size Pendant Light 70 Watt HPS Mogule Size Wall Mount 250 Watt HPS Mogul Size Pole Light Service by Specialty Environments Service by OC Pump Service and Repair by Total Access Company EXHIBIT A -2 3 Federal APD Gates 1 Federal APD Ticket Dispenser 1 Amano Register 1 Amano Validator 3 Falcon Key Card Readers 1 Falcon Key Card System Office Equipment 2 Telephone and base 1 Cashier Booth 1 Dell Office PC 1 Brother Fax /Printer /scanner /copy machine 1 Netgear Wireless Router 1 LG Portable Air Conditioner 1 Goldstar Portable Air Conditioner STRUCTURE D 420 North Main Street Current Equipment 2 Elevators Service by Amtech 105 Interior Light & Fixtures 150 Watt HPS Megul Size Ceiling Mount 40 Interior stair Light & Fixtures T4 13 Watt Wall Mount 4 Roof Pole Light & Fixture 250 Watt HPS Mogul Size Pole Light City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 27 25D -29 1 Landscape Irrigation System 1 Sump Pump 1 Exhaust Fan Parking Equipment 3 Federal APD Gates 1 Federal APD Ticket Dispenser 1 Amano Register 1 Amano Validator 2 Falcon Key Card Readers 1 Falcon Key Card System Office Equipment 1 Telephone and base 1 Cashier Booth 1 Fire Alarm System Controller Box SURFACE LOT 1 Parking Equipment LUKE (single space meter) Service by Specialty Environments Service by OC Pump Service and Repair by Total Access Company City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 28 25D -30 CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A -3 DRAFT PARKING MANAGEMENT AGREEMENT NON - EXCLUSIVE OPERATING A( FOR PUBLIC PARKING GARAGES & SURF AND FIELD MANAGEMENT BETWEEN THE AND (OPER This Agreement is made and entered into t between the CITY OF SANTA ANA, a ch State of California ( "City ") and Recitals: A. City has i parking g efficient r 2. 3. 4. W -I -T re iird S day of 20 and municipal corporE T- s (RFP) for the operation of the downtow lts. City desires to procure adequate and parking garages and surface parking lots lity,,rwhich structures are currently northeast corner of south side of Fifth Street Parking Garage C 400 -space garage on the northwest corner of Birch and Third Streets. Parking Garage D 400 -space garage on the southwest corner of Fifth and 1Vlairi Streets. Surface Parking Lot #1: 62 space surface parking lot on the northeast corner of Bosh and Third Street. for is experienced in the operation and management of automobile parking ;s and surface parking lots, and is ready, able and willing to undertake the ion and management of the above - described parking garages and lots. I 25D -31 C. The City can, at any time during the Term of this Agreement, request to have additional locations not listed above be managed under this Agreement subject to additional fees. D. In undertaking the performance of this Agreement, Operator represents knowledgeable in its field and that any services performed by Operator Agreement will be performed in compliance with such standards as ma expected from a professional consulting firm in the field. Wherefore, in consideration of their mutual and respective terms and conditions hereinafter set forth, the parties heret 1. DEFINITIONS For purposes of this Agreement, the following m, B. "City" shall mean the City bf Santa Ana, the person on ereoy agree as shall apply: and D, Y, W ith" the term orporated herei nine the term h, California, a charter iger or his to be the c "Fiscal Year" shall mean Tanuar 1 fhrou2h December 31. 2 25D -32 industrial hygiene, occupational, health, safety and /or general welfare conditions, including without limitation, petroleum and /or asbestos materials, products, by- products or waste. G. "Management Fee" shall mean the fee that the City pays the ( performing those obligations set forth in the Agreement. The proposed as an annual maximum fixed amount and is paid on prorated basis. H. "Parking Manager" shall mean the person that appoints whose responsibility shall be oversee Parking Facilities, as further discussed in Sea,! 1. "Reimbursable Expenses" shall mean expenses incurred by Opei equipment or supplies, or paid to a third party vendor, which are included as part of the operating fee and which shall be reimbur,, City. 2. SCOPE OF SERVICES Initial Term - The initial term of this Agreement is a two (2) year term, from 13 to February 28, 2015. 3 25D -33 3.2 Options — City has the right to extend the term of this Agreement for three (3) additional one -year periods (the "Additional Terms "), based upon the same conditions of the Initial Term, subject to adjustments for compensation. City shall notify Operator in writing of its exercise of its option for an Additional Term no less than thirty (30) days prior to the end of the then current Term. 4. COMPENSATION As total compensation for Operator's services under this Agreement, City agrees to pay and Operator agrees to accept, a management fee in the amount of Dollars ( $ ) annually, paid ph a monthly prorated basis of $ per month. 5. DESIGNS (1PPR ATM A. Non - exclusive Agreement. Operator's right to operate the Parking Faci non - exclusive. B. Designation of Operator as Manager= City hereby designates and hires Operator Modification by City. The City may, during the term of this Agreement, modify the list of Parking Facilities listed on Exhibit A. It may also modify parking space S 25D -34 inventory. Such modifications shall not be considered a breach of this Agreement. 6. COVENANTS OF THE OPERATOR A. Operator agrees throughout the term of this Agreement to m operate, supervise, and maintain the Premises economically, diligently, effectil the best of its ability. The Operator agrees not to use or permit the use of the F for any purpose other than for vehicular parking, nor to engage ilk nrpormit an business activity on, within or from the Premises. The Operatortnurnanage operate the Parking Facilities in a manner that reflects the City's .commtxnent i customer service, careful stewardship of the public's capital investments, adeq safeguards on City's revenues and professional management of the City's sery B. The Operator, as opera with and conform to all provisions of law foregoing, all requirements of all Federal, governmental or municipal regulations nc operation, management, and supervision ( with all Police, Fire, and safety;regulatior authorities, or made by property insurance licenses and consents necessary for the pr supervision of the fti,iiises. s, shall local enactments, bylaws, a after in force which relate to rises, and the Operator shall by any governmental, State s, and shall obtain and main awful operation, managemei the y C. ,Operator agrees that this Agreement shall not be construed as granting session „estate, title or interest in the Parking Facilities. Operator agrees vent shall not impair the City, its agents or employees from entering the D. "Operator agrees and ackn6wledges that It i an independent contractor d riot ah employee of the City. Operator shall maintain complete control over all of its ►ployees J"o any subcontractors. This Agreement is not intended nor shall it be nstrued to createan employer- employee relationship, a joint venture relationship, or to ow the City to eiercise discretion or control over the professional manner in which )erator performs the services which are the subject matter of this Agreement; however, services to be provided by Operator shall be provided in a manner consistent with all plicable standards and regulations governing such services and the terms of this ,reemeit Operator shall pay 411 salaries and wages, employer's social security taxes, employment insurance and similar taxes relating to employees and shall be responsible all applicable withholding taxes. Neither Operator nor City is granted any right or fhority toy assume or create any obligation on behalf of the other. A. ” Records. The Operator shall, at all times during the term of this Agreement, keep or cause to be kept true and complete books, records, and accounts of all gross receipts from the operation of the Parking W 25D -35 Facilities within each of the Parking Facilities. The books, records, and accounts shall be supported by source documents such as computer records and printouts, cash register tapes, and /or other pertinent documents. E. Audits.. All the operator's books of accounts and records and supporting source a cumerifs related to this Agreement or to business operations conducted Within frQrxi the Parking Facilities shall be kept and made available at one location within the limits of Orange County, California. The City shall , trough its bully authorized agents or representatives, have the,right to examine and audit said books of accounts and records and ;supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof, and of the monthly statements made and monies received. The- -City upon request of the Operator and at the City's sole discretion, may a' uthorize the above - referenced books and records and supporting source documents to be kept in a single location outside the limits of Orange County provided the Operator shall agree to pay all expenses, including but not limited to transportation, food, and lodging, necessary for the City to audit said books and records. R w 1 T, The full cost of any audit by the City, as determined by the City, shall be borne by the Operator if either or both of the following conditions exist: 1. the audit reveals an underpayment of more than two r of gross receipts reported and paid by the Operator in with this Agreement when compared with the gross rR should have been reported and paid as revealed by au 2 The Operator has failed to maintain true and complete bC records, accounts and supporting source documents in ac with Paragraph A (Records) of this Section The adequa books, records, accounts, and supporting source documei be determined at the sole discretion of the City. Otherwi City shall bear the cost of said audit, excluding the aforei expenses related to audit of documents kept outside the 1 Orange County. F. Upon request of the City, the Operator shall promptly prc the Operator's expense,�necessary data to enabiethe City comply with any and every requirement of the State of C; or the United States of America for information or report; 1. Except as other wise provided herein: all parking charges shall be recorded by means ofciashlregistersJor other comparable devices as provided for Operator's use >,y City, which display to the customer the amount of the transaction and automatically issue a receipt. The registers shall be,equipped with devices, which lock, in parking pharge total and other transaction numbers and details. I'll Totals registered shall be read and recorded at the beginning and end ofeach day. Cash register tapes tickets, and reconciliation of the proceeding day's transaction shall be submitted to the City monthly, or as required by the Contract Administrator. Operator shall issue serial numbered tickets for each admission, and shall keep an adequate record of said tickets; both issued and un- issued, and sha111ie responsible for the distribution and collection of monthly parking card and monthly revenues. 2. The Operator's book of account, records, and supporting source documents related to this agreement or to business operations conducted within or from the Premises shall be kept and made available at one location within the limits of the County of Orange. City shall, through its duly authorized agents or representative, have the right to examine and audit said books of account, records, VA 25D -37 and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof, and of the monthly statements of sales made and monies received. 3. The City, upon request of Operator and, at the City's sole discretion, may authorize the above - referenced books ane to be kept in a single location outside the limits of Oran! R provided Operator shall agree to pay all expenses includh not limited to, transportation, food, and lodging tecessar City to send a representative to audit said books and recd Contract Administrator shall not exercise sand ri 'ht more twice each accounting year. 4. The full cost of said audit, as determined by City, shall b Operator if either or both of the following conditions exi (a) The audit reveals . an underpayment of more than five (5 %) between the balance of revenue due as reported by Operator in accordance with this Agreement, and balance of revenue due as determined by said audit. has failed to iiiantain true and complete accordance with this agreement. The adequacy of records shall 8 I . Perform such examinations, audits, and /or investigations itself or through contractors, agents, or employees as the City may deem appropriate to confirm the amount of gross receipts payable to thl City by the Operator under this Agreement and any and all costs and /or expenses incurred by the City in connection therewith sha 11 be promptly reimbursed to the City by the Operator upon deriiti 2. Provide accounting services and/or a system for recordii receipts, including without limitation, cash registers, for Operator in conducting business transactions upon 6'ffb Parking Facilities, and, at the City's option, mair tam pe the Parking Facilities to observe and/or rec-00 such Iran during the Operator's business hours, or fro r -time to tit the Operator's sole cost and expense and, in such event, Operator shall promptly reimburse the City for any and incurred by the City in 0460ction therewith; and /or 3. Require that Operator pay to the C to and based on the Citv's reasona made )n the the ac from i good on ual s > Section shall include >ervices at such rated as ith establish for such by the City's employees, the City for employees' refits and the City's ices that would be ;s, if engaged by the City orts, documents, or other materials developed ier person engaged directly or indirectly by ices for the City are the property of the City i their use. shall, at its own cost, maintain insurance acceptable to City in full force and out the term of this Agreement. The policy of policies of insurance Operator shall provide the following limits and coverage: ercial General Liability (CGL) or Garage Liability: Insurance Services (ISO) Form CG 00 01 12 07 covering CGL on an "occurrence" basis, ag products - completed operations, personal & advertising injury, with 0 G7��7• J 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 or the general aggregate limit shall be twice the required occurrence limit. 2. Garage Keeper's Legal Liability: with limits no less than $2,000,000 the Operator and the City against claims, liabilities, losses, or suits cove exposures for loss of or damage to vehicles in Operator's care, custody control. This coverage shall be subject to a deductible provision ofna, $1,000 for each loss. a. "This insurance shall not be cane ed, limited in scope of cover non - renewed until after thirty (3U} days' written notice has been the Communitv Development Akfi& of the City of Santa Ana." b. "It is agreed that any insurance maintained by the City of Santa Ana will apply in excess of, and not contribute with, .insurance provided by this .its officers, agent$, and employees are added sects ope ration o, -the named insured at the ie; portheast corner of Broadway and Third ath side of Fifth Street between Bush and ►ri''the southwest coiner of Fifth and Main arthwesicorr er ofBirch and Third Streets, and ed on the northeast corner of Bush and Third ,na." A'sample Additional Insured `eto and incorporated herein as Exhibit C. The ment shall be amended periodically to reflect lots that Operator manages on behalf of the 's to deposit with` City, on or before the effective date of this Agreement, insurance necessary to satisfy City that the insurance provisions of the ve been complied with and to keep such insurance in effect and the ,re on deposit with City during the entire term of this Agreement. retain the right at any time to review the coverage, from, and amount of the required hereby. If, in the opinion of the City, the insurance provisions in this it do not provide adequate protection for City and for members of the public Premises, City may require Operator to obtain insurance sufficient in coverage, 10 WOMIC form, and amount to provide adequate protection. City's requirement shall be reasonable, but shall be designed to assure protection from and against the kind and extent of the risks, which exist at the time a change in insurance is required. City shall notify Operator in writing of changes in the insurance requirements, Operator does not deposit copies of acceptable insurance policies with City in4 such changes within sixty days (60) of receipt of such notice, Operator shall b+ without further notice to Operator, and City shall be entitled to exercise, all Ieg remedies. The procuring of such required policy or policies of i limit Operator's liability hereunder or to fulfill the in requirements of this Agreement. 9. INDEMNIFICATION The Operator shall indemnify and hold the agents harmless from and against: (a) Any and all liability, penalties, losses of action, claims or judgments arising fro persons, or any damage to any property a during the term of thfs Agreement., occasii officers, employees agents, servants, sub invitees or nermitteea, or arisine from or operation of the The oss R f[: S be emp costs and expenses, demar ng out of anyinjury to any any accident or other occt i act or omission of the Op icessiomires, licensees, co t of the, 'use maintenance, c to or its able attorney's fees, � action out of the and all liens, charges or v act or omission of the y and hold harmless the City from any loss of or negligence of any officer, agent, or employee tect itself from such liability for such fidelity ,f its officers, agents, or employees than is o'so shall in no way relieve the Operator from its such losses. Parkifi ;Rates. The City shall determine parking rates. The nation of,- parking rate adjustment shall be the responsibility of the Operator. Esuch implementation, the Operator shall be responsible for replacement of all tte signs in accordance with Section 11 ("Maintenance Obligations Of '), and for notifying the public of the new parking rates and their effective date. lic notice shall be given by posting notices conspicuously at each entrance and 25D -41 exit to Parking Facilities for a minimum of ten (10) business days before the date the adjustment becomes effective. Parking rates shall at all times be posted by Operator within one place at entrance and exit to the Parking Facilities on clearly legible signs of the type, ch and locations approved by the Contract Administrator. Operator must install ne rate signs within one month of the start date of this Agreement. All new signs r compatible with existing signs at the Facility and be approved by the Contact. Administrator. B. Validated Parking. Validated parking shall be penitted asp; the City. The City will bill those agencies authorized to validate arkilg ti respective validations. The Operator shall make no other arrangements for without prior written authorization by the Contract Administrator. C. Monthly Parking Permits. The Operator shall issue permits and monthly fees at the Parking Manager's office at the Parking Facilities. The Cit establish monthly parking rates. The Operator shall be resp onsible for monitor payment for monthly permits and for invalidating un- renewed permits the first each month. D. There 1. One space "per cashier booth in each facility to acc 2. City of Santa Ana and /or their contractor's vehicles only while performing" construction or coinducting building and grounds maintain the Parking Facilities in a safe, lete satisfaction of the Contract d in compliance with all applicable laws. The Operator shall e maintenance in accordance with the Parking Facilities edule (Exhibit D) attached hereto and made a part hereof. ike minor repairs (defined as repairs costing $500.00 or less per y and as needed. Repairs in excess of $500.00 which do not nt threat to public safety shall be made after consultation with finistrator, and as he /she directs. ;rator shall be responsible for routine daily maintenance of the Facilities including, but not limited to: Keeping the Parking Facilities, including stairwells, free and clear of rubbish, litter, and animal or human waste. If animal and /or human waste are present, Operator shall clean and sanitize the 12 25D -42 8. Immediate removal of g fit i from buildings 14fid walls. Contract Administratbi sftll approve method(sl used to C. The Operator shall provide containers for tr sh and garbage as v. by the City and provide for daily removal o trash and garbage Parking Facilities, The Operatorhall be responsible fox weekly Spheduled machine sweeping in each parking,structure and each:surface lot, and semi - annual garage steam' cleantn 5 Any areas i10 aceessible to machine sweeping shall be sw6pt by hand prior to the mechanical sweeping process. The first steam cleaning shall be completed nti4aterthan July 2013 and every six months E. The Operator shall remove excessive accumulations of grease or oil on parking surfaces on a weekly basis. Any grease or oil spill that constitutes F. The Operator shall maintain adequate portable fire extinguishers, charged and ready for use, in accordance with governing fire regulations and ordinances. G. The Operator shall keep and maintain, to the satisfaction of the City, all signs and graphics in a clean and legible condition free from graffiti. Any replacement of signs or additional signs shall be provided by the Operator and the cost thereof shall be reimbursable by the City. Replacement materials shall be of the same quality material, letter style, design, and color as other similar signs within the facility. All signs placed by the 13 25D -43 Operator in the Parking Facilities, attendant booths, or Parking Manager's office must have the prior approval of the Contract Administrator. H. The Operator shall keep all glass surfaces in and around attendant Parking Manager's office, stairwells and elevators clean. 1. The Operator shall keep all parking control equipment, housings, clean and well maintained as recommended I J. The Operator shall be responsible for maintaining all painted sut'faees'on parking equipment, attendant booths, posts, curbs aria lstands. Painting shall be provided in a professional manner includingibutnot limited to surface preparation and priming as needed. The Contract Administrator must approve paint colors. If the Operator fails to maintain or make repairs or replacements as required herein, the Contract Administrator shall notify the Operator in writing ofsaid failure. Should the Operator fail to correct the situation within three (3) days after,receipt of written ,notice, the Contract Administrator may make the necessary correction or "c4use it to be made ar the cost thereof, including but riot limited to the cost of labor, � i_ageriats equipment, and an administrative fee equal to twenty five percent „(25 %) of the sure of such items, shall be paid by the Operator by means of deduction from the monthly compensation due the Operator. 12. RESPONSIBILITIES AND REOUIREMENTS OF OPERATOR Parking Manager. The Operator shall select and appoint a Parking Manager whose responsibility shall be overseeing the operation of the 14 25D -44 Parking Facilities. Such person must be highly qualified, experienced, and successful manager of parking facilities, vested with full power and authority with respect to the method and manner of operating the Parking,by` Facilities. The Parking Manager shall be present on -site a minimum of eight hours per day between the hours of 7:00 am and 6:00 pm. The Parking Manager shall maintain an office on -site and shall be avatlj bi t upon 15 minutes notice during regular business hours. At all ,ung his/her absence from the Parking Facilities, a shift supervisors ah ibe` n charge of the parking operation and available at such on -site to ti 11 The Operator shall charge a $15 replacement fee for replacement of a lost card key. The Operator shall identify administrative fees and fees collected for replacement card keys separately on the daily reports and in other records and accounts and shall include the fees collected in the daily receipts. 15 25D -45 H. Unauthorized Activities. The Operator shall not engage in nor permit any of its officers, agents, employees, or representatives to engage in the sale of supplies, products, or services of any kind, except those authorized by this Agreement, at retail or wholesale, on or from the Parking Facilities, nor install, maintain or operate or permit the installation, maintenance'or operation on the Parking Facilities of any vending machine or de *ice designed to dispense or sell food beverages, tobacco products qtr merchandise of any kind whether or not included in the ,fibre categories. 1. Daily Inspection. The Operator shall inspect the Parking Facilit described in this Agreement on a daily basis to 4etermine if any or potentially dangerous conditions or defects exist, said inspect include, but not be limited to, the following The- results of daily daily in pection shall be recorded in a written report and maintained by Operator. iOperator shall notifv Contract Administrator the perforrinanceifany covenant, condition, or s clause, and such default is not corrected within x the Operator receives written notice from the City, ialty as set forth in the Liquidated Damages term ch day the Operator remains in default, or the City may ind take over possession and operation of the Parking nth the provisions of Section 27 ( "Termination By 13. HAZARDOUS MATERIALS Prohibited. The use and storage of Hazardous Materials by the Operator in Facilities is prohibited except as necessary to perform the services required )perating Agreement. To the extent the Operator must use Hazardous perform the services required under this Operating Agreement, the Operator y with the following conditions: L We a. The Operator shall comply with all Federal, State and local laws and regulations regarding the use, storage and disposal for such Hazardous I b. The Operator shall be solely responsible for obtaining all permits use, store, or dispose of the Hazardous Materials it uses. c. The Operator shall take all necessary precautions to p Materials it uses from entering into any storm or sewage air or groundwater or from being released on the Parkin€ d. The Operator shall be solely and fully responsi Hazardous Material that it uses. The Operator she requirements of all appropriate governmental ager investigation, remediation and clean up of any reh the Operator does not promptly commence and di and clean up any release of such Hazardous Matei may pay, to have the release remediated anal clean reimburse the City within fifteen (15J'bu�iness da, payment. The failure to commence remediation a with a schedule for diligent completitn fthe rem after discovery of such release, or danger of relea shall constitute- prima facie evidence of failure to remediatio -, is ly comply with A authorities in a Hazardous M pursue the rem Citv, in its disc ap and to pro within sixty h Hazardous commence If rmless the City,;!,-'Its 11 losses, claims, actions resulting from injury to itation, the cost of any he City may sustain as a us Materials in the Operator. ive the expiration or earlier 13.2. Reporting Obli Udi . Upon becoming aware of any release of a Hazardous iterial in a ParkingFacility�: -the Operator shall immediately report such release to the Y and to any other,appropriate public agency. The Operator shall immediately report release ofany Ha- 2drdous"Material to the City even where the quantities released uld ncif be tithe wuise,reportable to another public entity. This reporting obligation sts w%th!_egardo and release to Hazardous Material within a Parking Facility and is limited4o releases of those Hazardous Materials used by the Operator. DAMAGE BY OPERATION f Operator, its agents or employees, causes any injury, damage or loss at any Facility, Operator shall repair, at its sole cost and expense, such injury, damage 17 25D -47 or loss at City's direction and upon City's prior approval. City reserves the right to perform such repairs, and bill Operator for such costs and deduct such costs from any compensation then due and owing to the Operator. The rights of City set forth in this Section are in addition to, and do not in any manner limit, any right of City to be indemnified by Operator for any such injury, damage or loss. 15. IMPROVEMENTS AND ALTERATIONS CES 1perator shall at all times defend, indemnify and hold harmless the City, its loyees,and'agents against all claims, losses, demands, damages, cost, iability costs for labor or materials in connection with construction, repair, installation of structures, improvements, equipment, or facilities within the ities, and from the cost of defending against such claims, including attorney In the event a lien or stop- notice is imposed upon the Parking Facilities as a result of such construction, repair, alteration, or installation, the Operator shall either: 18 W a , ;o A. Record a valid Release of Lien, or B. Procure and record a bond in accordance with Section 3143 of the Code, which frees the Parking Facilities from the claim of the lien notice and from any action brought to foreclose the lien. A. City shall be responsible for any major repairs, surfacing, and of &&N6 ffiise--i.' In the event of damage or destruction of any ofthe Parking Facilities, which are a part of the Premises, which, in the 6pinion of City, makes the continued ope ra on of such garage uneconomical, City may terminate this Agreement as to such Facility. Operator agrees to notify each employee othe Operator prior to the time such loyee begins to work at the!Parking eicilities,land all unions or bargaining units ,senting such employees, l) that the Operator is the only employing agency and foyer, ,) that the City of Santa Ana is not an employer with regard to the parking atiori, 'but rather is a contractor hiring the Operator to operate the Parking Facilities in rdangee with the terms of this Agreement, and 3) that continued employment in ection with operation of the Parking Facilities cannot be expected beyond the term inform each employee in writing of the above and to obtain a by the employee of such notification. I100l The Operator shall be responsible for developing written procedures based 19 I O M V upon administrative guidelines, procedures and directions promulgated by the City relating to the management, operation and maintenance of the Parking Facilities. All such guidelines, procedures and directions shall be consistent with the terms and conditions of this Agreement. Operator shall maintain a current Standard Operating Procedures Manual (SOP Manual) specifying the operating procedures to be follw+ the Operator for operating within each of the Parking Facilities. b. Within thirty (30) days after award of this Agreement, a copy of the wr. procedures for operations, management, maintenance, cash handlingand auditing procedures for each Parking Facility shall be submitted to the Contract Administr, review and approval. Thereafter the Operator shall make necesa ry,revtsions on a needed basis, but at least on an annual basis and no later than ,January 31 of each '3 submitted to and approved, in writing by the Contract Administrator shall approve subsequent changes or revisions in writing. The SOP Manual shall be kept up to all times and pertinent parts shall be provided and explained to each of the Operat employees. 22. ASSIGNABILITY The parties agree considerations for this A obligation or interest unc Any attempt by Operatoj voidable at City's sole of reement without the prior written consent of this Aereementn violation of this Section m s a corporation or an unincorporated association or ck or interest in said corporation, association, or ding twenty -five percent ,(25 %) shall be deemed an this clause. wvelopnient Agency M -25 92702 Administrator at ,quited or permitted to be given under this rsonally served, or mailed, postage ice, addressed to the respective parties as To Operator: otice will be effective on the date personally delivered or if sent by courier , on the date of receipt. If mailed, notice will be effective three (3) days after 20 25D -50 deposit in the mail. The parties may change their respective addresses in accordance with the provisions of this Section. 24. NONDISCRIMINATION During the performance of this Agreement, the Operator A. Operator will not discriminate against any ei employment because of race, color, religion, sex, di Operator will take affirmative action to ensure that that employees are treated during employment with religion, sex, disability, or national origin, their race, color, Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment of compensation:' and selection of training, including- nticeship.- The Operator agrees to post in conspicuous places, available to employees and applxcarrts for employment, notices to be provided ly the City setting forth the provisions of this nondiscrimination clause. The City shall not be liable to the Operator for any damage to, or for any diminution or deprivation of the Operator's rights hereunder on account of the exercise of any such authority as in this clause provided, nor shall the Operator be entitled to terminate the whole or any portion of this Agreement by reason thereof 21 25D -51 unless the exercise of such authority shall so interfere with the Operator's operation of the Parking Facilities in the exercise of its rights under this Agreement as to constitute a termination in whole or in part of this Agreement operations of law in accordance with the laws of the State of California. DEFAULT P �th;Caus� Iri a itiori to any other legal or equitable rights o t .City hereunder, the City shall have the right to terminate 1 this Ag"reermentn its entirety and all rights ensuring there from (5) days written notice if any one or more of the following J1 occur: 1. The Operator fails to duly and punctually deposit the gross receipts and deliver the deposit receipt to the City, or fails to make any other payments required hereunder when due to the City within two (2) business days after written notice from the City of such failure to comply. 2. Failure of the Operator to maintain a quality of service satisfactory to the Contract Administrator and required by Section 12 ( "Responsibilities And Requirements Of Operator ") hereof, after 22 25D -52 service of a Three -Day Notice to correct the unsatisfactory condition. 3. The happening of any act, which results in the suspension or revocation of the rights, power, licenses, permits and authori necessary for the conduct and operation of the Parking Facil herein authorized. 4. The transfer of the interest of the Operator by operation of law, or otherwise, to any o.' corporation. any attachment or execution, or the appointment of any the execution f y other process of any court of urisdiction which does or as a direct consequence of s will interfere With the Operator's occupation of the ilities and will interfere With its operations under this and which attachment, execution, receivership, or ;s of -such court is not vacated, dismissed, or set aside of iod thirty (30) days. The Operator shall become insolvent, or shall take the benefit of any present or, future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws or under any other laws or statute of the United States, or of any state law, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property. By order or decree of a court the Operator shall be adjudged bankrupt, or an order shall be made approving a petition filed by 23 25D -53 any of the creditors, or by any of the stockholders of the Operator seeking its reorganization or the readjustments of its indebtedness under the federal bankruptcy laws, or under law or statute of the United States, or any state thereof. 10. A petition under any part of the federal bankruptcy la action under any present or future solvency law or st filed against the Operator and shall not be dismissed (30) days after the filing thereof. 11. By or pursuant to, or under authori resolution or rule of any order or di governmental board, agency or offs receiver, trustee, or liquidator shall or substantially all of the property possession or control shall continue (30) days. 12. Cessation or deterioration of,servic opinion of the City, materially and the tibiic service required to be ne 13 1 its ilit not Ntirisdictioi ,ssion or co rator and su for a period all which in !he . Affects operationof y the Operator i` er because of any act or within thirty,-(30) rt, vacate or -in authorized in the g provisions of this Section, the City shall 6rminate acid cancel this Agreement and take ilities within the Parking Facilities, either by its choice, if Parking Facilities should rator being unable for any reason whatsoever, iel necessary to keep the Parking Facilities , but not limited to, delays caused by work the City shall so elect to terminate this Agreement, then the City n the Operator: (a) Any amount necessary to compensate the City for the detriment proximately caused by the Operator's failure to perform its obligations under this Agreement or which in the ordinary course of business would be likely to result there from, including, but not limited to, the cost of recovering possession of the Parking Facilities, including necessary repair, renovation 24 25D -54 and alteration of the Parking Facilities, reasonable attorney's fees, expert witness costs, and any other reasonable costs; and (b) Any other amount, which the City may by law hereafter be permitted to recover from the Operator to compensate the City for the detriment cat; the Operator. The Operator shall construe no delay or omission of the City to exer or remedy as a waiver of such right or remedy or any default hereunc acceptance by the City of any sums hereunder due shalt, 9 j. be) preceding beach or default by the Operator of any prov1s1,6_ e"_ of, the failure of the Operator to pay the particular sum accepte,gard City's knowledge of such preceding beach or default at the time of a such sum, or (ii) waiver of the City's right to exercise any remedy a% City by virtue of such breach or default- act or'thing done by the City's agents during the term of this Agreement sh4ll,be deemed an the surrender of the Parking Facilities, and no agreement to accept a shall be valid unless in writing and signed by the Git. B. Termination Without Cause, The City reserves the right, at any during the term of this Agreement, at the soli dl$eretion of the`Cty,`to terminat Agreement without cause; provided, however, that if any such termination is to effected, the City shall give the Operator written�otice thereof not less than on twenty (120) dayspoor tb the effective date�uf snc termination. of the of nces of Termination. In the event of termination, Operator shall all reports, documents, CityP�Owned equipment and materials r termination. Upon receipt thereof, City shall pay Operator for id reimbursable expenses incurred to the date of termination. RTIES HERETO AGREE THAT IT 'WOULD BE IMPRACTICAL :TREMEMLY DIFFICULT TO DETERMINE THE ACTUAL iE TO THE CITY IF OPERATOR WERE TO TERMINATE THIS '"ENT PRIOR TO EXPIRATION OR OTHERWISE BREACH. IN ON TO THE SERVICES PROVIDED, CITY EXPECTS TO RECEIVE BENEFIT FROM OPERATOR'S SERVICES. THE PARTIES ,LLY AGREE THAT THE TERMS SET FORTH IN THIS SECTION 'CEPTABLE TO EACH PARTY AND ARE A REASONABLE LTE CIF CITY'S LOSS IF OPERATOR FAILS TO COMPLETE ES IN ACCORDANCE WITH THE SCHEDULE OF C\4ANCE. BY SIGNING THIS BELOW, CITY AND OPERATOR ACKNOWLEDGE THAT THE INCENTIVE AMOUNTS SET FORTH BELOW HAVE BEEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF CITY'S DAMAGES. 25 25D -55 "CITY" "OPERATOR" b. Failure to deliver, on time, required items s manuals, budgets or other materials as specified in the Opi five dollars ($25) per item or set of materials. the Routine Maintmanee and Minor Repair requirements ntrol equipment to ensure accuracy and le or follow up on the repair of revenue -four (24) hours of occurrence. One day. .en ce of a breach under a -g above, the Contract Administrator to Operator of the occurrence of such breach and the City's a. The notice of breach shall become final unless the City receives from Operator not later than ten (10) business days after the date of the notice of breach, a written statement from Operator, accompanied by evidence, that the breach did not occur. If such written statement and evidence is not received by the City 26 25D -56 Manager within ten (10) business days of the date of the notice of breach, the Contract Administrator's determination shall be final. Operator agrees that the Contract Administrator shall deduct the amount of such liquidated damages frc the next monthly payment due to Operator. b. If the Operator contests the imposition of a liquidated damage, Administrator shall review Operator's written statement and evidf reasonably possible, and render a decision sustaining or reversing determination that a breach occurred and the claim for liquidated, Contract Administrator shall deliver to Operator a written rtotj,CC r no later than ten (10) business days after receipt of rawe Wrri and evidence. 29. TRANSITION OF OPERATI Upon the expiration of this Operating Agreement or its earlier termination, the Operator agrees to cooperate fully with the City in.the smooth 4ad businesslike transition of the management and operation of the Packing- Facilities to a new operator. 30. TITLE TO IMPROVEMENTS Title to all equipment and improvements shall remain with the City. Alltigns'and gate arms installed.by the Operator shall immediately upon installation become the property of the Cit'. 31. INSPECTION City reserves the right, at any time, to install surveillance equipment, both 27 25D -57 audio and visual, anywhere on the Parking Facilities to monitor operations and procedures for security purposes. No further notice of installation shall be given to the Operator. 32. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement betw, and Operator, and supersedes any and all other agreements, oral or written, be parties. In the event of a conflict between the terms of this Agreement rand hii attachments hereto, the terms of this Agreement shall prevail. This Agxeemen be modified except by written instrument signed by the City and by authori representative of Operator. The parties agree that any terms of conditions of a purchase order or other instrument that are inconsistent with, or in addition to, and conditions hereof, shall not bind or obligate Operator nor the City. Each p Agreement acknowledges that no representations;- inducements, promises or a; orally or otherwise, have been made by any ►arty; or anyone acting on behalf party, which are not embodied herein. 33. COMPLIANCE WITH GOVERNMENTAL REQUIRE EN ,$ Operator shall conformity with all ai and decrees of the..Un and of any other palit over the City, include health laws, rules, red , and the U is A. Survival of Provisions. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable. B., This Agreement binds an inures the benefit of the parties and their respective successors. Time of the Essence. Time is of the essence regarding this Agreement. Agreement Organization. The various heading and numbers herein, the 28 H. Waiver of Rights. The failure of City or Operator to insist upon strict performance of any of the terms, covenants or conditions of this agree" not be deemed a waiver of any right or remedy that City or Operator m� and shall not be deemed a waiver of the riFit of the Agreement thereafti 1. Thy unlawful. manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee. 2. The employees of Operator will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of the City of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 29 25D -59 c) Within 30 days of receiving such notice, appropriate personnel action will be taken by Operator against such employ °° ��� *^ .rA including termination. 35. ATTACHMENTS TO AGREEMENT This Agreement includes the following, which are attached part hereof: Exhibit A — Parking Facilities Location M Exhibit B — Operator's Proposal Exhibit C — Parking Maintenance Schedul Exhibit D — Additional Insured Endorser 30 W MOM IN WITNESS WHEREOF, the parties have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA AN Maria D. Huizar Paul W Clerk of the Council City M, APPRnVF.n AC Tn MUM- Sonia R. Carvalhc City Attorney By: Lisa Storck Assistant City Att, 31 25D -61 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A-4 PARKING FACILITIES MAINTENANCE City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 30 wbx* 1 1 1 1 Semi- . .............. Daily Weekly . ............. 1-11--- Weekly Mont . ........ Quarterly Annuall Annually 1. CLEANING ■ Hand Sweeping - localized • . ... .... . ......... ........ .. . ....... -.- ........... . ....... ■ - -- . Machine Sweeping - all areas . .................... .......... . .... ... ................. . . .. ........... . ....... (Hand sweep as necessar ■ Expansion Joints ■ Empty Trash Cans • ■ ------- - Restrooms . ........ .. ....... .................. ... ............ ----------- - ---------- floors, fixtures ........ ... . .... .. ...... .. . ........... .............. . . .. . ..... - - ------- ■ Cashier Booths -F- floors, equipment . ...................... .. . ...... ... . ....... ............... ..... �-_:!�indows ....................... ................ ........... ..... .. . . ......... ... ....... I Elevators floors, doors, tracks • . ...... glass, walls ........... • Stairs t .......... .. ..... . ........ .. .. . ..... .. ---------- handrails, trash floors —tfj ....... . .... . .............. .................... ...... ------------------------ - — --------- --------------- windows Office .......... ........ .. .... _ -- floors windows lobby walls ....._.........._........_.....-- ..J....- .. .... ..... . ........ ..... ..... . ........ . . ....... . ..........._..____._.. Parking Floors excess oil • steam clean entire facility steam clean stairwells, lobby areas, entrance, exit lanes . ......... . ...... • or as needed Parking Control Equipment ... ... .... ..... - dusting • . ............................. . . - wax exterior housings ............. . ............. ....... ........ ... . . ... 2. DOORS AND HARDWARE ■ Doors close and latch properly .. ............ . . ........... ......... . . ..... ........ . .. ........ ------------------------ 3. ELECTRICAL SYSTEM . ............. ... ........ ..... ....... ... ...... ... . ......... I ■ Check light fixtures and exposed conduit City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 30 wbx* EXHIBIT A-4 Semi- . -- . . . . .............. ...... ......... . ........... ...... ..................... ........ . . ........... ............. .................................... Daily Weekly Monthly Quarterly Annually Annually 4. ....... ... - . ... ............ ELEVATORS . .. ............. . ......... N Check for normal operation • Check indicators and other lights • ........ ......... . . . ....... Check telephone operation • .......... I . . . ............... 5. LANDSCAPE . . . . ....... t- 6. Remove trash PAINTING . . . ......... . ...... .... .. . .... .. .. . .... ........... . ...... .............. . .... . .............. . ... . .......... . . .. ........ ........... . I . ............ . Check for rust spots on: - Parking control equipment . ............. . . .................... • - Handrails • - Pipe guards -- -------- . . . . . ........... .. ... ........... • - Attendant booths Elevator doors Touch Up Paint Check for appearance: - signs . .......... ... . . ..... - walls • -curbs Touch Up Paint ..... . . ....... ...... . . . ............... Repaint 7. PARKING CONTROL EQUIPMENT Check for proper operation . . . .................... ........ .. . . ... .................... — 8. PLUMBING/DRAINAGE SYSTEM Check for proper operation: - sanitary facilities • ... . .... ....... - floor drains -Sumppump Fire protection system . . . . . ... .... ............ . . ....... .. . .... . .. ............ . . ..... • ................... . ........... ........... • 9. ROOFING AND WATERPROOFING ...... ...... Check for leaks: roofing expansion joints windows, doors and walls floor membrane areas ------ ----- • . ... ....... ... . ....... . . .. . . .. . ..... . ....... -joint sealant in floors • .. ........ City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 31 w1i t-,, I ff 10 SAFETY CHECKS ................. . .......... . ....... Handrails and guardrails • Exit lights • . ........... . . ........... ....... Emergency lights • Tripping hazards • City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 32 25D-64 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES PROPOSERS STATEMENT and PROPOSAL FEE SCHEDULE EXHIBIT B Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. LINE DESCRIPTION MONTHLY FEE 1 PARKING STRUCTURE A 2 PARKING STRUCTURE B 3 PARKING STRUCTURE C 4 PARKING STRUCTURE D 5 SURFACE LOT 1 Total Monthly Fee (Add Lines 1 and 5): ADDITIONAL: Hourly fee for additional cashiers, parking attendants or other staff when required /requested. LEGAL NAME OF COMPANY PHONE AND FAX NUMBER BUSINESS ADDRESS PRINTED NAME OF AUTORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E -MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON - RESPONSIVE City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 33 25D -65 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: The City of Santa Ana, 20 Civic Center Plaza M -25, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza M -25, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as part of Name Insured Countersigned by: Authorized Representative City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 34 0 t EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES REFERENCES AND RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL 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 for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1 Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Reference No. 2 Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Reference No. 3 Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Contract Individual: Phone Number: Facsimile Number: Year: Contract Individual: Phone Number: Facsimile Number: Year: Contract Individual: Phone Number: Facsimile Number: Year: City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 35 25D -67 TO BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES PROPOSAL & CONTRACT AGREEMENT 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 here on the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting her 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 certificates 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 enter into an Agreement and /or 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 Non - Discrimination by Contractors, and the Workers' Compensation Insurance Certificate 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 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 36 W ii]1�1,� TO BE INCLUDED IN PROPOSAL EXHIBIT F CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction /services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 37 W . TO BE INCLUDED IN PROPOSAL EXHIBIT F noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the 8. Contractor may request that the United States enter into such litigation to protect the interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. FIRM SIGNED AND PRINTED NAME TITLE City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 38 25D -70 DATE TO BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES NON - COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER 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 PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, 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 bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid 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 bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 39 25D -71 25D -72 AMENDMENT EXTENDING NON - EXCLUSIVE OPERATING AGREEMENT FOR PUBLIC PARKING GARAGES AND SURFACE LOT STAFFING AND FIELD MANAGEMENT BETWEEN THE CITY OF SANTA ANA AND PARKING CONCEPTS, INC. THIS AMENDMENT EXTENDING NON - EXCLUSIVE OPERATING AGREEMENT is entered into on this day of 2012, by and between Parking Concepts, Inc., a Delaware corporation ( "Operator ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "City "). A. The City entered into the Non - Exclusive Operating Agreement for Public Parking Garages and Surface Lot Staffing and Field Management Between the City of Santa Ana and Parking Concepts, Inc. (Agreement #2007 -253) dated December 31, 2007 ("said Agreement "), with Operator by which Operator has operated and managed the City's Parking Garages and Surface Parking Lots. B. In accordance with said Agreement, the parties exercised its three Options to said Agreement. The City issued a new Request for Proposals for a management contract for a parking operator dated , 2012. C. In accordance with the terms and conditions of said Agreement, the parties wish to extend the term for three (3) additional months while the City evaluates proposals submitted and awards a new agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement, the parties hereto do hereby agree as follows: 1. Section 3 "Term of Agreement" shall be extended for an additional three (3) months to April 1, 2013. 2. Section 4 "Compensation" shall remain with the compensation of $2,600.00 per month. Total compensation under the extended term of the Agreement shall not exceed $7,800.00. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. EXHIBIT 2 25D -73 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Extend the term the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney CITY OF SANTA ANA Paul Walters City Manager PARKING CONCEPTS, INC. Robert Hingle Vice President Tax ID# EXHIBIT 2 25D -74 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: APPROVAL OF AGREEMENT WITH LEIBERT CASSIDY WHITMORE FOR SPECIAL LEGAL COUNSEL CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve Professional Services Agreement with Liebert Cassidy Whitmore. DISCUSSION The City has entered into legal services agreements with Liebert Cassidy Whitmore for labor negotiation assistance. The labor agreements with both POA and SEIU expire in June and the City will be starting negotiations prior to the end of the calendar year. In preparation for upcoming negotiations, the City Manager desires to engage Peter Brown of Liebert Cassidy Whitmore, once again, to assist with labor negotiations. The proposed Agreement is for a term of one year and for an amount not to exceed $75,000. FISCAL IMPACT Upon approval of the additional funding, funds will be available in the affected departmental account (account no. 08009051 - 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Edward Raya Francisco Gutierr Executive Director Executive Director Finance & Management Services Agency 25E -1 25E -2 LEGAL SERVICES AGREEMENT This AGREEMENT, made and entered into this 19`h day of November, 2012 by and between Liebert Cassidy Whitmore, a Professional Law Corporation (hereinafter "Attorneys "), and the City of Santa Ana, a charter city duly organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. City desires to employ Attorneys to assist the City in :ts labor negotiations by providing legal advice and negotiation services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of personnel and labor law matters, and desire to undertake said employment. 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. EMPLOYMENT OF ATTORNEYS City hereby agrees to and does employ Attorneys, for the compensation hereinafter specified, to assist its Personnel Agency in transactional and negotiation services related to City's negotiation with the full -time bargaining units, including Police Officers Association (POA) and Service Employees International Union (SEIU), and other legal issues when and as requested by the Executive Director of Personnel. Attorneys accept said employment and agree to perform, in timely and efficient manner all such services as may be requested by the City. Attorneys shall confirm their acceptance of work requested by City in writing by e -mail or letter. 2. PAYMENT FOR SERVICES RENDERED A. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all of said services in regard to each such action, compensation at a maximum rate of $285 per hour for work performed by Partner Attorneys, and $190 per hour for work performed by an assigned associate attorney. The total sum to be expended pursuant to this Agreement shall not exceed $75,000 during the term of this Agreement. B. REIMBURSEMENT FOR COSTS. City agrees to reimburse Attorneys for out -of- pocket expenses including mileage authorized by the Executive Director in connection with the performance of duties under this Agreement 3. METHOD OF PAYMENT Attorneys shall, by the 15`h day of each month, submit a statement, specifying the services performed, dates and number of hours, and itemization of expenses related thereto. Upon submission of each such invoice City shall review, and if approved, shall make payment within thirty (30) days of receipt of such invoice. If City does not approve a charge, City shall notify Attorneys in writing of the reason(s) for non- approval. Attorneys shall not charge City for billing or for discussion regarding the bill. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which th;;y undertake to assist the City, as aforesaid, shall be and remain under, and subject to the control and direction of said City at all stages, and 25E -3 that they shall at all times keep the Executive Director of Personnel informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their employment hereunder is terminated by City, as hereinafter specified, they shall return to the Executive Director any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. TERM The term of this Agreement shall commence on the date first writien above and terminate on December 31, 2013, unless terminated earlier pursuant to Section 14, below. 6. ATTORNEYS INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the City Attorney of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fails or refuses to produce and 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 Attorneys' right to be paid for its time and materials expended prior to notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City; its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. 9. CONFIDENTIALITY If Attorneys receive from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Attorneys agree 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 Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 2 25E -4 10. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. H. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6956 With courtesy copy to: Personnel Agency City of Santa Ana 20 Civic Center Plaza (M -24) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6930 Attn: Edward Raya To Attorneys: Liebert Cassidy Whitmore 6033 West Century Blvd., Suite 500 Los Angeles, California 90045 Fax 310 - 337 -0560 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25E -5 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 14. TERMINATION This Agreement may be terminated by City at any time hi such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which Attorneys may be involved. 15. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that --nm oe brought or arise out of, in connection with or by reason of this Agreement. 17. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attornev's fees, for any injuries or damages to City in the eN ent that such authority or power is not, in fact, held by the signatory or is withdrawn. M 25E -6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA Paul M. Walters City Manager LIEBERT CASSIDY WHITMORE (NAME) (Title) 25E -7 25E -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED AMENDMENT TO AGREEMENT WITH ❑ SYSTEM INNOVATORS INCORPORATED p FOR COMPUTERIZED CASHIERING ❑ SYSTEM HARDWARE AND MAINTENANCE ❑ CITY MANAGER As Recommended As Amended Ordinance on 1" Reading Ordinance on 2nd Reading Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Amend the agreement with System Innovators, a division of Harris Computer Corporation for annual maintenance and programming in an annual aggregate limit not to exceed $35,000 for two years extending through March, 2014. DISCUSSION The Finance and Management Services Agency; Parks, Recreation and Community Services Agency; and the Police Department use System Innovators' cashiering software and hardware to process the receipt of City revenues. This includes payments for municipal utility services bills, business license tax, hotel visitors' tax, parking citations and all other payments to the City. The INOVA cashiering system was approved and implemented in 2001. A component of the software program is the provision for annual maintenance and software upgrades. Currently, the Treasury Division is moving to implement a KIOSK system that will be located at the entrance of City Hall. In order to ensure connectivity between the KIOSK and the various payment programs additional programming is needed. It is estimated that these enhancements will cost approximately $7,200. These enhancements will provide residents and customers greater access to the various payments systems during off hours and peak demand times. The kiosk is currently under development and scheduled for Installation in May, 2013. In addition, the recommended action will provide for annual software maintenance and updates. FISCAL IMPACT Funds are budgeted and available in the Treasury and Customer Services account (no. 01110130- 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez (}r Executive Director Finance & Management Services Agency 25F -1 25F -2 AMENDMENT TO AGREEMENT THIS AMENDMENT TO AGREEMENT is entered into on November 19, 2012, by and between System Innovators, a division of Harris Computer Corporation ( "Contractor ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "City "). RECITALS A. The parties entered into Purchase and Software License Agreement #A2001 -230, dated September 4, 2001, (hereinafter "said Agreement ") for the purchase of computer equipment and supplies, licensing of computer software and hardware and software support. B. In accordance with the terms and conditions of said Agreement, the hardware and software support Agreement shall continue for succeeding one -year terms unless either party notifies the other of its intent to terminate, in writing, 30 days prior to the end of the then current term. C. In an effort to provide uninterrupted service, the Parties acknowledge that the term has been extended for an additional one -year period. In addition to providing annual support, Contractor will provide additional services required to develop and implement an interface between the payment kiosk in the City Hall lobby and the City's iNovah payment system. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Amendment to Agreement, the parties agree as follows: The parties agree that Contractor shall continue to provide maintenance and support services through March 31, 2014. Additionally, Contractor shall provide those services necessary for the development and implementation of a real time interface between the payment kiosk located in the City Hall lobby, and the City's iNovah payment system for the computerized cashiering system, as set forth in Exhibit A -1 attached hereto and incorporated by this reference. 2. Compensation is hereby amended to increase compensation to pay for software maintenance and updates and hardware purchase, maintenance and repair services during each one -year renewal, from April 1, 2012 through March 31, 2014. Additionally, the City agrees to pay, and Contractor agrees to accept the rates and charges set forth in Exhibit A -1, attached hereto, for necessary interface services. The total amount to be expended pursuant to this Agreement shall not exceed $35,000.00, annually, during the period from April 1, 2012 through March 31, 2014. 3. Except as herein amended, all terms and conditions of said Agreement shall remain in full force and effect. 25F -3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager SYSTEM INNOVATORS, a Division of HARRIS COMPUTER CORPORATION JIM SIMAK CEO 25F -4 Investment Proposal CASHIERING SOLUTION EXPERTS . division of H--A R R 15 Summary Page 1 of 4 Additional Service City of Santa Ana, CA October 22, 2012 City of Santa Ana, CA (referred to as the "Client ") has requested an investment schedule for the following professional services to modify the existing behavior of their iNovah installation. System Innovators will use its extensive Cashiering experience, knowledge and expertise to facilitate the implementation and delivery of customized software and services for City of Santa Ana, CA as defined within this Statement of Work (SOW). System Innovators will work closely with the Client to manage the SOW and ensure success of the overall project. System Innovators expects the design, development and testing phase to take approximately 30 days to allow the Client to complete Acceptance and System Testing activities within the 90 day project. The software and services defined within this SOW shall be deemed "Delivered" when the Client receives software and /or services, and the Client delivers a signed statement to System Innovators acknowledging Delivery. The software and services defined within this SOW shall be deemed "Accepted" when acceptance testing is satisfactorily completed with no critical or major defects, and the Client delivers a signed statement to System Innovators accepting the System, or the System is placed in a production environment and used for processing payments. Changes to this SOW will be processed in accordance with the Project Change Control procedure as described herein. The implementation of changes may result in modifications to the Scope, Schedule, Charges, and other terms of this SOW. 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 Statement of Work (SOW); 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 requirements document to define the interface or customization details of the additional service. 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 Turbo Meeting or WebEx). 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. The Client will prepare an acceptance test plan and test scripts, perform acceptance testing in a timely manner, and report test results and identified problems to the Systems Innovator Project Manager. System Innovators — a division of N. Harris Computers 800.963.5000 • Fax: 904.281.0075 25F -5 10550 Deerwood Park Blvd., Suite 700 Jacksonville, FL 32256 Investment Proposal Statement of Work and Investment Requirements Statement of Work: Page 2 of 4 Provide developmental support to the City's kiosk vendor to code a real -time interface from the vendor's kiosk to Movah. City of Santa Ana, CA has requested that these modifications are compatible with their latest version of Movah. Investment Details: Deliverables: Development support of kiosk interface. Estimated Delivery Schedule Once the Client 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 Client and System Innovators. Any variation to the dates and milestones defined in the project schedule must be mutually agreed upon by the Client 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. The pricing quoted in the Proposal is based on certain fundamental assumptions substantively affecting the Services proposed and to be performed under this Agreement, including but not limited to those assumptions relating to the time frame for performance of the Services Any change in the time frame for performance may cause System Innovators to incur additional costs that could not have been anticipated. The pricing quoted in this proposal is based on a time frame for performance of 90 days from assessment/ project start to go -live. in the event of any change in this time frame due to Client delays, the parties will negotiate in good faith an equitable adjustment to the price which shall be memorialized in the form of a contract amendment. System Innovators — a division of N. Harris Computers 800.963.5000 • Fax: 904.281.0075 25F -6 10550 Deerwood Park Blvd., Suite 700 Jacksonville, Fl 32256 Investment Proposal Payment Schedule Page 3 of 4 The total investment of $7,200.00 is the fixed price necessary for the support in the design, development, coding, and testing of the requested modification as outlined above. City of Santa Ana, CA will be invoiced upon the milestones outlined. Project Change Control All change requests will be submitted in writing, and they will describe the change, the rationale for the change, and specify any change in charges, estimated schedule or other terms, and describe the effect the change will have on the Agreement. The party submitting the change request shall deliver the change request to the other party for review and acceptance or rejection. Depending upon the extent and complexity of the requested change, Systems Innovators may charge a fee for the effort required to analyze it. When charges are necessary for such analysis, Systems Innovators will provide a written estimate of the fee and will provide such analysis upon written authorization by the Client. Both the Systems Innovators Project Manager and the Client Project Manager must approve each change before amending the Agreement and implementing the change. Approved changes affecting charges, schedule or other terms of this Agreement will be incorporated into the Agreement through written Amendment. The terms of a mutually agreed upon Amendment will prevail over those of this Agreement or any previous Amendments. Required Consent The Client will promptly obtain and provide to System Innovators all Required Consents necessary for System Innovators to provide the Services described in this Agreement. A Required Consent means any consent or approvals required to give System Innovators and its subcontractors the right or license to access, use and /or modify (including creating derivative works) to the hardware, software, firmware and other products that the Client uses, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. System Innovators — a division of N. Harris Computers 800.963.5000 • Fax: 904.281.0075 25F -7 10550 Deerwood Park Blvd., Suite 700 Jacksonville, FL 32256 Investment Proposal Approval to Proceed /invoice Page 4 of 4 Please provide the following information and sign where indicated. By signing below, Client authorizes System Innovators to proceed with the efforts necessary to perform this statement of work and accepts the investment obligations and responsibilities as defined. Client System Innovators, Agreed to: by its duly authorized representative: by its duly authorized representative: Name: Title: Signature: Date: Anthony Rapaglia Director, Sales Billing Information Please complete the billing and delivery information in the form below. If you require your purchase order number to be included on invoices issued by System Innovators, please include the purchase order number in the form. Bill To Deliver To Name: Name: Title: Title: Address: Address: City, State Zip: City, State Zip: Telephone: Telephone: E -mail: E -mail: PO #: Note: This offer will expire on December 31, 2012 unless extended in writing by System Innovators. Upon completing this investment schedule, please fax or e-mail all pages of the investment schedule to System Innovators at (904) 281 -0075 or jsumner @systeminnovators.com. System Innovators cannot schedule nor proceed with any work on this additional service until the client has 1) provided all of the information requested in this investment schedule, 2) signed the investment schedule, and 3) returned the investment schedule in its entirety to System Innovators. (for internal use) Project Number: ACCT #/TEAM: Professional Services Consultant: Kevin L. Schroeder System Innovators — a division of N. Harris Computers 800.963.5000 • Fax: 904.281.0075 25F -8 10550 Deerwood Park Blvd., Suite 700 Jacksonville, FL 32256 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: COOPERATIVE AGREEMENTS WITH OCTA AND CITY OF TUSTIN FOR STATE -LOCAL PARTNERSHIP PROGRAM FUNDING CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached cooperative agreement, subject to nonsubstantive changes approved by the City Manager and City Attorney, with the Orange County Transportation Authority to obtain funds programmed in the State -Local Partnership Program. 2. Authorize the City Manager and Clerk of the Council to execute the attached cooperative agreement, subject to nonsubstantive changes approved by the City Manager and City Attorney, with the City of Tustin to obtain funds programmed in the State -Local Partnership Program for the joint pavement rehabilitation project on McFadden Avenue (Mantle to Pasadena) on the City's easternmost boundary. 3. Approve an appropriation adjustment accepting additional State -Local Partnership Program (SLPP) funds in the amount of $24,000 into the Proposition 1B Fund (accounting unit 03017002 - 52363) to be appropriated to the Proposition 1B Fund (accounting unit 03017660- 66220) for the below listed projects. DISCUSSION The State -Local Partnership Program (SLPP) program is funded through State Proposition 1 B, authorized by California voters through the Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006. OCTA has allocated $21 million of SLPP funds to regionally significant projects countywide for FY 12/13. On September 27, 2012, the California Transportation Commission programmed the three priority projects listed below for a total of $1,624,000 for Santa Ana. Originally, the FY 12/13 CIP anticipated an SLPP funding allocation of $1.6 million. However, instead, the SLPP allocation approved by OCTA was $1,624,000. As a result, an appropriation adjustment of $24,000 is required. 25G -1 Cooperative Agreements with OCTA and City of Tustin for State -Local Partnership Program Funding November 19, 2012 Page 2 of 2 Project Priority Project Name Total Project Costs SLPP Funds Local Match Measure M2 Fair Share Other Match Funds 1 Broadway (Civic Center -Santa Clara) $3,000,000 $1,200,000 $1,200,000 $600,000 2 McFadden (Euclid - Newhope) $764,000 $350,000 $350,000 $64,000 3 McFadden (Mantle- Pasadena) w/ Tustin $163,000 $74,000 $74,000 $15,000 Total $3,927,000 1,624,000 $1,624,000 $679,000 The cooperative agreement with OCTA is needed to receive the grant funding to implement these projects. This cooperative agreement also identifies the roles and responsibilities of OCTA and the City, and stipulates the OCTA commitment to this funding and implemention of the projects. The required 50 percent match will be provided by Measure M2 Fairshare funds. The cooperative agreement with Tustin establishes the roles and responsibilities between the cities of Santa Ana and Tustin for the McFadden Avenue (Mantle- Pasadena) rehabilitation project. The City of Tustin will be the lead agency and will also be responsible for preparation of the construction documents, bid advertisement, award, and administration of the construction contract. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Matching funds are available in the following projects and funds: $1,300,000 in Measure M2 Funds appropriated for the FY 11/12 Neighborhood Mitigation Project (Account 03217662- 66220); $294,050 in FY 12/13 Measure M2 Funds from McFadden Avenue: WCL to Euclid (Project 13 -6784, Account 03217662 - 66220); $29,950 in FY 10/11 Measure M Turnback for Broadway: Civic Center to Santa Clara (Project 11 -6743, Account 03217660- 66220); $2,000,000 in prior year Prop 1B funding allocated for Broadway: Civic Center to Santa Clara (Account 03017660 - 66220), and $443,915 in TCR -HUT funding from McFadden Avenue: WCL to Euclid. Raul Godinez II Executive Director Public Works Agency RG /MMS APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25G -2 Cooperative Agreements with OCTA and City of Tustin for State -Local Partnership Program Funding November 19, 2012 Page 2 of 2 Exhibits: 1. OCTA SLPP Cooperative Agreement 2. City of Tustin Cooperative Agreement 25G -3 25G -4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -2 -1849 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR PROPOSITION 1B STATE -LOCAL PARTNERSHIP PROGRAM CALL FOR PROJECTS THIS AGREEMENT is effective this day of 2012, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863, a public corporation of the State of California (hereinafter referred to as "AUTHORITY "), and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY "), mutually referred to herein as "PARTIES" or each individually as a "PARTY ". RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for the Santa Ana Rehabilitation Project (hereinafter referred to as "PROJECT ") as defined by the project description provided by CITY in its application for the State -Local Partnership Program Formula Grant Call for Projects, incorporated herein by reference; and WHEREAS, the California Transportation Commission (CTC) programs and allocates the Proposition 1 B Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006; (Proposition 1 B) State -Local Partnership Program (SLPP) funds on behalf of the State of California; and WHEREAS, the California Department of Transportation (Caltrans) administers the SLPP program on behalf of the State of California and the California Transportation Commission (CTC), L C amm\ CL E R ICAL\ CL E R ICAL \WO R D P ROC\AG R E E\AG21849. doc Page 1 of 12 25G -5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 including direct reimbursement of SLPP funds to the CITY for project activities; and WHEREAS, AUTHORITY is responsible for programming the formula SLPP funds to specific projects within Orange County; and WHEREAS, the CITY will be the direct recipient of SLPP funds from the State and will act as lead agency for environmental, engineering, right -of -way, construction and construction management of the PROJECT; and WHEREAS, CITY is responsible to request and receive approvals from the appropriate State and Local agencies in order to proceed or commence each phase of PROJECT for performance under this Agreement; and WHEREAS, SLPP funding for PROJECT is contingent upon funding being available through both allocation by the CTC and availability of SLPP funds, and CITY maintaining eligibility for this funding for PROJECT and maintaining eligibility under Ordinance No. 3 to provide match funding; and WHEREAS, CITY combined the Broadway Avenue Rehabilitation from Civic Center Drive to 700 feet north of Santa Clara Avenue Project which was awarded One Million Two Hundred Thousand Dollars ($1,200,000) of SLPP funds, and the McFadden Avenue Rehabilitation from Euclid Street to Newhope Street Project which was awarded Three Hundred Fifty Thousand Three Hundred Forty Dollars ($350,340) of SLPP funds for a total SLPP award for PROJECT of One Million Five Hundred Fifty Thousand Three Hundred Forty Dollars ($1,550,340); and WHEREAS, on July 23, 2012, AUTHORITY's Board of Directors approved programming of One Million Five Hundred Fifty Thousand Three Hundred Forty Dollars ($1,550,340) in SLPP funds for the construction phase of PROJECT, to be matched with One Million Five Hundred Fifty Thousand Three Hundred Forty Dollars ($1,550,340) of Measure M2 Fair Share (M2 Fair Share) local match, and Six Hundred Sixty Three Thousand Three Hundred Twenty Dollars ($663,320) of local agency funds for a total construction phase cost of Three Million Seven Hundred Sixty Four Page 2 of 12 L: Camm \CLERICAL\CLERI CAL \WORDPROC\AGR EE\AG21849.doo 25G -6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 Thousand Dollars ($3,764,000) for PROJECT in accordance with Exhibit A titled "SLPP Funding Plan ", which is attached herein and incorporated by reference; and WHEREAS, PARTIES agree CITY will adhere to M2 Comprehensive Transportation Funding Programs Master Funding Agreement C -1 -2783 executed between CITY and AUTHORITY; and WHEREAS, PARTIES agree that CITY's SLPP local match funding requirements for PROJECT will be provided from CITY's Measure M Turnback or M2 Fair Share distribution and shall be used as a dollar- for - dollar match for the SLPP funds approved for PROJECT; and WHEREAS, this Cooperative Agreement (Agreement) defines the specific terms and conditions and funding responsibilities between AUTHORITY and CITY for completion of the PROJECT; and WHEREAS, AUTHORITY's Board of Directors approved this Cooperative Agreement on July 23, 2012; and WHEREAS, CITY's Council approved this Cooperative Agreement on this day of 2012; and NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as I follows: ARTICLE 1. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this agreement between PARTIES and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), Page 3 of 12 L:Camm\ CLERICAL\ CLERICAL \WOR DPROC\AG R EE W G21849.doc 25G -7 1'' 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of the PARTIES as they pertain to the subjects and projects addressed herein. PARTIES agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for PROJECT: A. AUTHORITY shall formally request on behalf of CITY that the Southern California Association of Governments (SCAG) amend the Federal Transportation Improvement Program (FTIP) to program PROJECT in accordance with the funding plan outlined in Exhibit A, whereby AUTHORITY's performance under this Agreement is contingent upon SCAG, Caltrans, and Federal Highways Administration (FHWA) approval. B. AUTHORITY shall request that the CTC program One Million Five Hundred Fifty Thousand Three Hundred Forty Dollars ($1,550,340) in SLPP funds for the construction phase of PROJECT contingent on the availability of funds, and is not obligated to program or provide any Page 4 of 12 L: Camm \C LER I CAL\CLERI CAL \WORDPROC W G R EE\HG21849.doc 25G -8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 amount above the funding identified in this Article. C. AUTHORITY shall provide assistance to CITY in securing the SLPP funds. D. AUTHORITY shall review and approve CITY's request for allocation prior to submittal to Caltrans District 12. E. AUTHORITY shall cancel PROJECT if CITY has not submitted a completed CTC allocation request to the AUTHORITY by December 31, 2012. F. AUTHORITY shall cancel PROJECT if CITY has not completed preconstruction activities, including California Environmental Quality Act (CEQA) environmental approval and any required right of way certification allowing project to be ready to advertise by December 31, 2012. G. AUTHORITY shall cancel project if CITY has not awarded a construction contract for project(s) within six (6) months of CTC allocation and has not received an approved extension from the CTC. H. AUTHORITY shall cancel PROJECT if the CITY receives an approved extension from the CTC and does not award the project within the award extension deadline. If PROJECT is cancelled, CITY is not entitled to the SLPP funds. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for PROJECT: A. CITY is the direct recipient of SLPP funds and will act as the lead agency for the environmental, engineering, right -of -way, construction, and construction management of PROJECT. B. CITY agrees that AUTHORITY is responsible for programming One Million Five Hundred Fifty Thousand Three Hundred Forty Dollars ($1,550,340) in SLPP funds for the construction phase of PROJECT and is not obligated to program or provide any amount beyond the amount identified in this Article. C. CITY is responsible for adhering to Chapter 378, Statutes of 2011 (Assembly Bill 436) Compliance Monitoring Unit. D. CITY is responsible for preparing and submitting to AUTHORITY Page 5 of 12 L:Camm1CLERICAL\C LERICAL\WORDPROC%AGR EE\AG21849. doc 25G -9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 all CTC documentation needed for allocation vote for SLPP funds and completing all tasks required in order to legally advertise the project for construction ninety (90) calendar days prior to CTC meeting and no later than December 31, 2012. E. CITY is responsible for notifying AUTHORITY immediately of any expected delays or changes to PROJECT that deviate from Exhibit A. F. CITY is responsible for preparing and submitting all necessary CTC and Caltrans documentation including the allocation request. All prior approvals, including but not limited to CTC environmental approval by December 31, 2012 and right -of -way certification (if applicable) by December 31, 2012, must be attained prior to submittal of the construction allocation request. G. CITY may proceed with advertisement of PROJECT prior to CTC allocation approval, but may not award any project contract or start any construction phase work prior to CTC allocation of SLPP funds or Letter of No Prejudice (LONP) approval. H. CITY is required to award a contract within six (6) months following the date of CTC allocation but may request one six (6) month extension for contract award. Extension request must be submitted 90 calendar days before contract award deadline. If an extension is granted, CITY agrees to award a contract within the award extension deadline. I. CITY agrees to provide a dollar- for - dollar match within the construction phase to match SLPP funding in CITY's Measure M1 Turnback or M2 Fair Share revenues. Based on the existing budget, this amount is estimated to be One Million Five Hundred Fifty Thousand Three Hundred Forty Dollars ($1,550,340). Actual funding amount will be determined at CTC allocation and at contract award. J. CITY agrees that the overall construction and construction management budget for PROJECT is Three Million Seven Hundred Sixty Four Thousand Dollars ($3,764,000); contingent on availability of SLPP funding and CTC allocation. K. CITY agrees that any cost overruns or any additional funding required to complete the project(s) shall be the responsibility of CITY and not the responsibility of AUTHORITY. Page 6 of 12 L:Camm\ CLERICAL \CLERICAL\WORDPROC\AGREE\AG21 &49.doc 25G -10 1 2 3 4 5 6'', i 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 L. CITY will submit semi - annual project status reports for the PROJECT to the AUTHORITY due on January 15 for the prior six (6) month period, beginning on July 1, and ending on December 31, and due on July 15 for the prior six (6) month period, beginning on January 1 and ending on June 30 with Exhibit B titled "Semi - Annual Report ". M. CITY will submit a final project report to the CTC within six months of project becoming operable in accordance with the 2011 -2013 CTC SLPP Guidelines and Proposition 1B Project Close Out Process. N. CITY will submit a final report to AUTHORITY within six (6) months of Caltrans payment of final billing for PROJECT in accordance with Exhibit C titled "Final Project Report Form." O. CITY is responsible for completing PROJECT in accordance with the funding plan (EXHIBIT A), timely use of funds requirements, and for abiding by all 2011 -2013 CTC SLPP Guidelines, OCTA SLPP Formula Grant Call for Projects program guidelines and procedures, State Transportation Improvement Program Guidelines, and any and all other requirements of the State, CTC, and Caltrans related to SLPP funding, including but not limited to the Caltrans Local Assistance Program Guidelines and Local Assistance Procedures Manual. P. CITY is responsible for submitting quarterly review reports for PROJECT to Caltrans. Reports must be copied to AUTHORITY. Q. CITY understands that if PROJECT is cancelled or cannot meet the December 31, 2012 allocation submittal deadline or allocate funds to a project by June 30, 2013, the SLPP funding will be withdrawn from CITY and will be redistributed to other AUTHORITY projects. ARTICLE 5. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Agreement are delegated to each Director of Public Works, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer, or designee. Page 7 of 12 L:Camm \C LERI CAL\ CLERICAL \WO RDPROC\AGR EE W G21849. doc 25G -11 1 21 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 ARTICLE 6. AUDIT AND INSPECTION PARTIES shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of CITY for a period of four (4) years after final payment, or until any on -going audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of Caltrans' payment of CITY's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and /or be included in construction contracts with CITY's contractor. ARTICLE 7. INDEMNIFICATION A. CITY shall each indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by either CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. AUTHORITY shall indemnify, defend and hold harmless both CITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by either AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. L:Camm\ CLERICAL\ CLERICAL \WORDPROC\AG R EE\AG21849.doc Page 8 of 12 25G -12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 ARTICLE 8. ADDITIONAL PROVISIONS PARTIES agree to the following mutual responsibilities: A. Term of Agreement: This Agreement shall continue in full force and effect through PROJECT completion, final acceptance by AUTHORITY, Caltrans' payment of the CITY's final billing, or 42 months from the date of CTC allocation, whichever is earlier. This Agreement may be extended at the mutual consent of all PARTIES. B. Termination: This Agreement is null and void if PROJECT is not funded. AUTHORITY shall cancel PROJECT for which CITY has not awarded a contract twelve months after the date of CTC allocation, or has not advanced the PROJECT to ready to list stage as determined by AUTHORITY. This Agreement may be terminated by either PARTY after giving thirty (30) calendar days written notice. This Agreement shall not be terminated without mutual agreement of all PARTIES. C. This Agreement may be amended in writing at any time by the mutual consent of all PARTIES. No amendment shall have any force or effect unless executed in writing by all PARTIES. D. PARTIES shall comply with all applicable federal, state, and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. E. Legal Authority: PARTIES hereto consent that they are authorized to execute this Agreement on behalf of said PARTIES and that, by so executing this agreement, the PARTIES hereto are formally bound to the provisions of this Agreement. F. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be Page 9 of 12 L:Camm\CLERI CAL\ CLERICAL \WO RDPROC\AGR EE\AG21849. doe 25G -13 1 11 permitted. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 H. Force Maieure: Each of the PARTIES shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other PARTY; when satisfactory evidence of such cause is presented to the other PARTY, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the PARTY not performing. I. Assignment: Neither this Agreement, nor any of the PARTIES' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by any PARTY without the prior written consent of the other PARTIES in their sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to authorize or require any PARTY to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. K. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing PARTY. Page 10 of 12 L: Camm \CLERICAL\ CLERICAL \WO RDPROC\AG R EE W G21849.doc 25G -14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Santa Ana Orange County Transportation Authority 20 Civic Center Plaza 550 South Main Street Santa Ana, California 92701 P. O. Box 14184 Orange, CA 92863 -1584 Attention: Attention: Meena Katakia Jason Gabriel Manager, Capital Projects Tel: 714- 647 -5664 Tel: 714 - 560 -5694 E -mail: jgabriel @ santa - ana.org E -mail: mkatakia @octa.net Cc: Cc: Louis Zhao, Associate Transportation Funding Analyst N. Successors and Assigns: The provisions of this Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto. O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All work must be completed no later than 36 months from contract award or consistent with CTC timely use of funds requirements. Page 11 of 12 L:Camm \CLERICAL\ CLERICAL \WORDPROC\AG R EE\AG21849.doc 25G -15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -2 -1849 This Cooperative Agreement shall be effective upon execution by all PARTIES. IN WITNESS WHEREOF, the PARTIES hereto have caused this Cooperative Agreement No. C -2 -1849 to be executed on the date first above written. CITY OF SANTA ANA By: Miguel Pulido Mayor ATTEST: By: Maria D. Huizar City Clerk APPROVED AS TO FORM: Bv: Sonia R. Carvalho City Attorney Dated: Attachments: Exhibit A: SLPP Funding Plan Exhibit B: Semi Annual Report Form Exhibit C: Final Project Report Form ORANGE COUNTY TRANSPORTATION AUTHORITY Bv: Will Kempton Chief Executive Officer APPROVED AS TO FORM: Bv: Kennard R. Smart, Jr. General Counsel APPROVAL RECOMMENDED: By: Kia Mortazavi Executive Director, Planning Dated: Page 12 of 12 LCamm \C LER ICAL\CLERICALIWORDPROCW G R EE\AG21849.doe 25G -16 AGREEMENT NO. C -2 -1849 EXHIBIT A SLPP FUNDING PLAN PROPOSITION 113 STATE -LOCAL PARTNERSHIP PROGRAM CALL FOR PROJECTS Santa Ana Rehabilitation Project Project Schedule and Funding Schedule Completion Date Final Environmental Document 7/1/2012 Begin Design Engineering 1/1/2012 Plans, Specifications, and Cost Estimates complete 6/1/2012 Start Right-of-Way Acquisition N/A Right-of-Way Certification N/A California Transportation Commission Allocation 3/5/2013 Award Construction Deadline 9/5/2013 Project Completion (open for use) 9/1/2013 Construction funding authorized through this agreement: Funding P1 B SLPP: $1,550,340 M1 or M2 Fair Share: $1,550,340 Preliminary Engineering Fund Source Fiscal Year Original Planned Allocation Proportion N/A N/A N/A N/A TOTAL $0 N/A Right -of -Way Fund Source Fiscal Year Original Planned Allocation Proportion N/A N/A N/A N/A TOTAL $0 N/A Construction Fund Source Fiscal Year Original Planned Allocation Range Proportion P1 SLPP 2012 -2013 $1,550,340 41% M2 Fair Share 2012 -2013 $1,550,340 41% Local Gas Tax Fund 2012 -2013 $663,320 18% TOTAL $3,764,000 100% P1 B SLPP and M1 or M2 Fair Share will remain equal. If needed, amounts will be reduced proportionally. 25G -17 Project Title: Agency: Schedule AGREEMENT NO. C -2 -1849 EXHIBIT B SEMI ANNUAL REPORT FORM Date: Original Current Completion Completion Date Date Draft Environmental Document Fiscal Year Planned Obligation Final Environmental Document Actual Expended Remaining Allocation Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right-of-Way Acquisition Right-of-Way Certification Submit Request for Authorization for Const E -76 Ready to Advertise Award Construction Project Completion (open for use) Funding Table: Preliminary Engineering ($000's) Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Right -of -Way ($000's) Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Construction ($000's) Fund Source Fiscal Year Planned Obligation Revised Allocation Actual Expended Remaining Allocation 25G -18 Major Activities: Status: Issues: Name/Title: Phone: Email: 25G -19 AGREEMENT NO. C -2 -1849 EXHIBIT B AGREEMENT NO. C -2 -1849 EXHIBIT C EXHIBIT C: FINAL PROJECT REPORT FORM OCTA Date Instructions The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of Completion. In addition, the agency must attach before (if available) and after photographs of the project site and the address or location of the site under the Location and Scope of work section. project Location and Scope of Work Verification of Match (Actual Expenditures) Proiect Schedule Phase L 4d , Actual Phase (SWISR # , (DER ISUMI , RC , SLPP ormla Other OCTA Total Engineering $ _ $ _ $ - $ - $ $ Right-of-Way $ - $ - $ - $ - $ - $ - Construction $ - $ - $ - $ - $ - $ - Total $ - $ - $ - $ - $ - $ - Proiect Schedule Phase Proposed Actual Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right-of-Way Acquisition Right-of-Way Certification Ready to Advertise Award Construction Project Completion (open for use Match Rate 0% Page 1 25G -20 SLPP: FINAL COST OCTA AGREEMENT NO. C -2 -1849 EXHIBIT C Item # Description Unit Quantity Unit Price Amount Page 2 25G -21 SLPP: FINAL COST OCTA AGREEMENT NO. C -2 -1849 EXHIBIT C I hereby certify that the statements provided here are true and correct. Proiect Title Yes No N/A 1 The project is designed to city /county and other participating jurisdictions' standards. ❑ ❑ ❑ 2 The project contract was awarded on: I ENTER DATE ❑ ❑ ❑ 3 The total cost of the contract is equal to or less than the total TE ❑ ❑ ❑ funds awarded and matching funds provided. The city /county provided matching funds to the project. ❑ ❑ ❑ Right -of -way was acquired in conformance with city /county procedures. ❑ ❑ ❑ All required environmental documentation is complete and certified. ❑ ❑ ❑ An updated project schedule is included with the final invoice. ❑ ❑ ❑ The final invoice is attached with all the necessary documentation. ❑ ❑ ❑ Name Title JPublic Works Director Signature Date Page 3 25G -22 AGREEMENT BETWEEN THE CITY OF TUSTIN AND THE CITY OF SANTA ANA FOR THE PAVEMENT REHABILITATION OF MCFADDEN AVENUE BETWEEN MANTLE LANE AND PASADENA AVENUE This agreement ( "Agreement "), made and entered into this day of , 2012, by and between the CITY OF TUSTIN, a municipal corporation ( "TUSTIN "), and the CITY OF SANTA ANA, a municipal corporation ( "SANTA ANA "). RECITALS: A. WHEREAS, TUSTIN and SANTA ANA desire to enter into an Agreement to reconstruct and resurface the roadway pavement on McFadden Avenue between Mantle Lane and Pasadena Avenue. Related work on the project will include signing and striping; sidewalk and curb /gutter repair; replacement of curb ramps to be in compliance with current federal Americans with Disabilities requirements; and adjustment of manholes and water valves to grade. This work will hereinafter be referred to in this Agreement as the "PROJECT "; and B. WHEREAS, the PROJECT is included in TUSTIN plans titled McFadden Avenue Pavement Rehabilitation Project between Mantle Lane and Pasadena Avenue (CIP No. 70213); and C. WHEREAS, the PROJECT lies partly within the corporate and jurisdictional limits of SANTA ANA and partly within the corporate and jurisdictional limits of TUSTIN; and D. WHEREAS, SANTA ANA and TUSTIN are each empowered by law to expend public monies to improve McFadden Avenue; and E. WHEREAS, SANTA ANA and TUSTIN desire to accomplish all of the needed work as described herein by a single public works project in which TUSTIN will act as the Lead Agency, and SANTA ANA will reimburse TUSTIN for SANTA ANA's portion of the design and construction costs; and F. WHEREAS, TUSTIN is in the process of completing the design plans, and SANTA ANA will review and approve the design plans upon completion; and G. WHEREAS, the total PROJECT construction cost is estimated at $497,000 as shown in Exhibit "A ", attached hereto and incorporated herein. The total estimated PROJECT design and construction costs will be divided between the parties as follows: TUSTIN SANTA ANA Total Design cost $35,000 $15,000 $50,000 Construction cost $350,000 $147,000 $497,000 25G -23 H. WHEREAS, State -Local Partnership Program (SLPP) Formula Grant funds have been programmed for the project through the Orange County Transportation Authority (OCTA) in the amount of $175,000 for TUSTIN's share and $73,500 for SANTA ANA's share, totaling $248,500; and I. WHEREAS, the PROJECT is declared categorically exempt from CEQA (Section 15301, Class 1 (c)); NOW, THEREFORE, the parties agree as follows: TUSTIN Rights and Duties: TUSTIN shall be the lead agency for the work and shall provide all construction management. TUSTIN shall be solely responsible for the preparation and award of the contract pursuant to public bid requirements for the construction of the PROJECT, including the portion of the PROJECT that is in SANTA ANA. TUSTIN shall be responsible for the preparation of all legal documents, including the Notice Inviting Bids, Instruction to Bidders, and the related construction contract, surety bonds and insurance certificates. TUSTIN shall be solely responsible for the administration and performance of the contract awarded to the contractor for the construction of the PROJECT. 2. Tustin shall pay its proportionate share of all PROJECT design and construction costs, materials testing, site survey, construction engineering, and construction management, as estimated in Recital G and Exhibit "A" of this Agreement. 3. TUSTIN shall invoice the California Department of Transportation (Caltrans) for reimbursement of SLPP Formula Grant funds, described in Recital H of this Agreement, including SANTA ANA's share, which shall be paid directly to TUSTIN by Caltrans. 4. In the event the sealed bids submitted by the lowest responsive /responsible bidder for the construction of the PROJECT show that SANTA ANA's portion of the PROJECT costs will exceed the estimated cost by ten percent (10 %), TUSTIN shall not award such contract and shall not bind SANTA ANA hereunder without the prior written consent of SANTA ANA. 5. TUSTIN shall notify SANTA ANA in writing of any changes, increased costs, and pertinent meetings (i.e., pre- construction, site, and final walk through), associated with TUSTIN's lead agency responsibilities for the PROJECT. 6. Change orders for work within SANTA ANA must receive the written approval of the Executive Director of the Public Works Agency of SANTA ANA prior to implementation, which approval shall not be unreasonably withheld. SANTA ANA shall have a minimum of five (5) working days to review and approve change orders. SANTA ANA shall have inspection authority within SANTA ANA jurisdictional boundaries and shall be notified of the progress of the 2 25G -24 PROJECT for such purposes. SANTA ANA shall also have the right to enter and inspect within TUSTIN boundaries at all times for the purposes of overseeing TUSTIN lead agency functions. 7. TUSTIN shall have the exclusive right of approval of all plans, specifications and cost estimates prepared by consultants for the portion of the PROJECT within the jurisdictional boundaries of TUSTIN. 8. TUSTIN shall advertise and award the contract for the PROJECT in accordance with federal, state and local laws. 9. TUSTIN shall cause all hired consultants on the PROJECT to obtain general liability and motor vehicle liability insurance. For any consultant contract on the PROJECT entered into after the date of "Agreement ", TUSTIN shall also cause SANTA ANA to be named as additionally insured, and include primary and not - contributory language and standard separation of insureds provisions, on insurance certificates and separate endorsements for all consultant contracts related to the PROJECT. Copies of such certificates and endorsements shall be provided to SANTA ANA prior to consultants proceeding with work on the PROJECT. 10.TUSTIN shall, in advance, notify SANTA ANA as to the official advertising dates, bid opening date, and construction start date, and request SANTA ANA to attend all pertinent meetings (i.e., pre- construction, site, and final walk through). 11.TUSTIN shall provide SANTA ANA final Record Drawings for the PROJECT within 60 days of the completion and acceptance of construction. SANTA ANA Rights and Duties: SANTA ANA will provide review and comment on Project plans, specifications and cost estimates during the design /contract bidding process and prior to award of contract. 2. SANTA ANA shall have the exclusive right of approval of all plans, specifications and cost estimates prepared by consultants for the portion of the PROJECT within the jurisdictional boundaries of SANTA ANA. 3. SANTA ANA shall issue a no fee permit for work within SANTA ANA. Contractor shall be required to obtain a SANTA ANA business license prior to starting work. 4. Subject to Item 4 above, SANTA ANA shall pay its proportionate share of design and construction costs, as estimated in Recital G and Exhibit "A" of 3 25G -25 this Agreement, within thirty (30) days after receipt of an invoice from TUSTIN. Joint Rights and Duties: In the event that expended costs for the PROJECT exceed funds listed in Exhibit "A ", SANTA ANA shall be solely responsible for obtaining the additional funding for the increased costs occurring within the jurisdictional boundary of SANTA ANA and TUSTIN shall be solely responsible for obtaining additional funding for the increased costs occurring within the jurisdictional boundary of TUSTIN. 2. Mutual Indemnity Provision: a. Upon completion of the PROJECT, SANTA ANA shall accept maintenance responsibility for the portion of the PROJECT within SANTA ANA jurisdictional limits, and TUSTIN shall accept maintenance responsibility for the portion of the PROJECT within TUSTIN jurisdictional limits. b. Pursuant to Section 8546.7 of the California Government Code, in the event that this Agreement involves expenditures of State funds aggregating in excess of Ten Thousand Dollars ($10,000), both parties shall be subject to the examination and audit of the Auditor General of the State of California for a period of three (3) years after final payment under this Agreement. c. Neither SANTA ANA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by TUSTIN under or in connection with any work, authority, or duties delegated to TUSTIN under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, TUSTIN shall fully indemnify, defend and hold SANTA ANA harmless from any liability imposed for injury (as defined by Government Code Section 810.8), occurring by reason of anything done or omitted to be done by TUSTIN under or in connection with any work, authority, or duties delegated to TUSTIN under this Agreement. d. Neither TUSTIN nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by SANTA ANA under or in connection with any work, authority, or duties delegated to SANTA ANA under this Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, SANTA ANA shall fully indemnify, defend and hold TUSTIN harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to 4 25G -26 // // // // // be done by SANTA ANA in connection with any work, authority, or duties delegated to SANTA ANA under this Agreement. 5 25G -27 IN WITNESS WHEREOF, TUSTIN has caused this agreement to be executed by its Mayor and attested by its Clerk, and SANTA ANA has caused this Agreement to be executed by its City Manager and attested by its Clerk, all thereunto duly authorized by the TUSTIN City Council and the SANTA ANA City Council, respectively. CITY OF SANTA ANA, a municipal corporation of the State of California am Paul M. Walters City Manager ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney RECOMMENDED FOR APPROVAL Raul Godinez II Executive Director Public Works Agency CITY OF TUSTIN, a municipal corporation of the State of California LIA John Nielsen Mayor ATTEST: Pamela Stoker City Clerk APPROVED AS TO FORM: David E. Kendig City Attorney RECOMMENDED FOR APPROVAL: Douglas S. Stack Director of Public Works /City Engineer 0 25G -28 AGREEMENT NO. C -2 -1849 EXHIBIT A SLPP FUNDING PLAN PROPOSITION 113 STATE -LOCAL PARTNERSHIP PROGRAM CALL FOR PROJECTS Santa Ana Rehabilitation Project Project Schedule and Funding Schedule Completion Date Final Environmental Document 12/31/2012 Begin Design Engineering 1/1/2012 Plans, Specifications, and Cost Estimates complete 12/31/2012 Start Right-of-Way Acquisition N/A Right-of-Way Certification N/A California Transportation Commission Allocation 3/5/2013 Award Construction Deadline 9/5/2013 Project Completion (open for use) 3/4/2016 Construction funding authorized through this agreement: Funding P1 B SLPP: $1,550,340 M1 or M2 Fair Share: $1,550,340 Preliminary Engineering Fund Source Fiscal Year Original Planned Allocation Proportion N/A N/A N/A N/A TOTAL $0 N/A Right-of-Way Fund Source Fiscal Year Original Planned Allocation Proportion N/A N/A N/A N/A TOTAL $0 N/A Construction Fund Source Fiscal Year Original Planned Allocation Range Proportion P1 B SLPP1 2012 -2013 $1,550,340 41% M2 Fair Share 2012 -2013 $1,550,340 41% Local Gas Tax Fund 2012 -2013 $663,320 18% TOTAL $3,764,000 100% P1 B SLPP and M1 or M2 Fair Share will remain equal. If needed, amounts will be reduced proportionally. 25G -29 25G -30 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: AGREEMENT WITH MERCY HOUSE FOR DEVELOPMENT OF PERMANENT HOUSING FOR PERSONS WITH HIV /AIDS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with Mercy House Living Centers in the amount of $90,000, subject to non - substantive changes approved by the City Manager and City Attorney for the development of permanent housing for persons with HIV /AIDS. DISCUSSION Since 1993, the City of Santa Ana has received funds through the U.S. Department of Housing and Urban Development (HUD) for the Housing Opportunities for Persons with AIDS ( HOPWA) Program. Although Santa Ana receives the funds, they are to be utilized throughout the County of Orange. The HOPWA Program is designed to provide resources and incentives for long -term comprehensive strategies to meet the housing needs of persons with HIV /AIDS. A major goal of the comprehensive strategy is to promote housing stability, prevent homelessness, and increase access to care and support for persons living with HIV /AIDS. Mercy House Living Centers has requested HOPWA funds for the Louis Martin Residence located at 9511 S. Mill End Road in the unincorporated area of Anaheim. Mercy House Living Centers has acquired the property with Neighborhood Stabilization Program funds administered by the County of Orange and will be receiving operating and supportive service subsidies from the Supportive Housing Program (SHP) funding that is awarded by the County of Orange. Staff has reviewed the request and pro forma for the project. Based on Mercy House Living Centers' expertise and capacity to develop and manage a permanent housing environment, staff is recommending that they be allocated $90,000 for the rehabilitation of a single family dwelling, in which two bedrooms will serve the target population and remain affordable for the minimum of ten years. 25H -1 Agreement with Mercy House for Development of Permanent Housing for Persons with HIV /AIDS November 19, 2012 Page 2 FISCAL IMPACT Funds are available in the HOPWA Program account (no. 40518761- various). APPROVED AS TO FUNDS AND ACCOUNTS: Nancy T. ards Francisco Gutierrez Interim Exteu;ive Director Executive Director Community Development Agency Finance & Management Services Agency NTE /SLB /LF /kg Exhibit: 1. Agreement 25H -2 GRANT AGREEMENT FOR ACQUISITION AND REHABILITATION OF A SINGLE FAMILY HOUSE (HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS) (24 CFR Part 574) THE CITY OF SANTA ANA, a charter city and municipal corporation ( "City "), and MERCY HOUSE LIVING CENTERS ( "Project Sponsor "), a California non -profit public benefit corporation, in furtherance of the regulations issued by the U.S. Department of Housing and Urban Development set forth in 24 CFR Part 574 (the " HOPWA Regulations "), hereby agree as follows: A. City is responsible for administering the use of certain funds ( "HOPWA Funds ") made available by the United States Department of Housing and Urban Development ( "HUD ") under the Housing Opportunities for Persons With AIDS Program (the " HOPWA Program "). B. Project Sponsor intends to enter into this Agreement with the City of Santa Ana, for the rehabilitation of real property located at 9511 S. Mills End Road, Anaheim, California, and more particularly described in Exhibit A to this Agreement (the "Property "). C. Project Sponsor intends to acquire and improve the Property which is a single family house with four bedrooms (the "Project") as defined in 24 CFR 574.340. The Project will serve homeless individuals with a qualified disability of which two (2) bedrooms will be used to provide permanent housing with supportive services for persons with acquired immunodeficiency syndrome ( "AIDS ") and related diseases. D. City has determined that Project Sponsor and the Property are eligible to receive funds made available by HUD pursuant to the HOPWA Program for the purpose of the rehabilitating the single family home. E. The parties mutually desire to comply with all applicable HOPWA Regulations. NOW, THEREFORE, City agrees to make a grant of HOPWA Funds to Project Sponsor in the amount of NINETY THOUSAND DOLLARS ($90,000) (the "Grant "), subject to the following terms and conditions: 1. Use of Grant 124 CFR 574.300(b)(3)] The Grant shall be used exclusively for the payment of rehabilitation construction costs associated with the development of the Project (sometimes referred to herein as the "Rehab "). Grant funds shall be used as follows: a. Rehabilitation of Four Bedroom Single Family House. The HOPWA grant shall be used for the Rehab of a single family four bedroom house and for materials, supplies, labor and services that are an integral part of the Project including but not limited to architecture and engineering, consulting, building permit, planning and other governmental fees, title and escrow fees and construction costs. Funds shall be disbursed in the amounts approved by City. All EXHIBIT 1 25H -3 disbursements shall be made subsequent to Project Sponsor taking title to the Property. These approved expenses are identified in the Budget, Exhibit B, as amended from time to time. b. Schedule. Project Sponsor shall commence rehabilitation of the Property not later than thirty (30) days after execution of this Agreement, and shall complete the Work not later than 180 days after commencement. This schedule may be modified with the consent of the City Manager, or his/her designee. C. Scope of Rehabilitation. The development of the Property shall be performed in a manner consistent with the Scope of Rehabilitation attached to this Agreement as Exhibit C. d. Inspections During Rehab. The City shall inspect any Rehab work performed hereunder to ensure that the Work is being and has been performed in accordance with the applicable federal, state and /or local requirements and this Agreement. Project Sponsor agrees to require that all Work found by such inspections not to conform to the applicable requirements be corrected, and to withhold payment to the construction contractor or subcontractor until the Rehab work has been corrected. The City reserves the right to inspect the Property at any time during the period of time set forth in Section 3 of this Agreement. 2. Disbursement of Funds [24 CFR 92.504(c)(10)] Project Sponsor shall not request disbursement of any portion of the Grant until the funds are needed to pay eligible costs. The amount of each disbursement request shall be limited to the amount needed. The City shall have the right to disapprove any request if the City determines the request is for an ineligible item or is otherwise not in compliance with or is inconsistent with this Agreement. Grant proceeds used for actual costs shall be placed in an non - interest bearing escrow account with United States Escrow or at such other institution as City requires in compliance with federal regulations found at 24 CFR 511 (the "Escrow Account "). Upon written request of Project Sponsor, City will request disbursement of funds for fully completed work items. Such requests by City for payments for individual work items shall be made after inspection and acceptance of the work by City and City approval of Project Sponsor's requisitions (to be in the form of Exhibit D attached hereto) and invoices and satisfactory proof that the Property, Project Sponsor and City are properly protected from liens or claims of liens for labor and materials. All funds disbursed to Project Sponsor shall be received by Project Sponsor in trust and Project Sponsor agrees that the same shall be used only for the payment of the items approved for by the disbursement. City shall not be required to request disbursement of any amount which, in City's opinion, will reduce that portion of the undisbursed funds designated for the cost of completion of the project below that needed to pay for the labor and materials necessary to complete the work. 3. Minimum Use Period [24 CFR 574.310(c)] Project Sponsor agrees that the two (2) bedrooms in the Property will be used to provide housing for individuals with AIDS or related diseases for a period of not less than ten (10) years from the date of issuance of Certificate of Occupancy or Notice of Completion of rehabilitation. EXHIBIT 1 25H -4 4. Eligible Occupants [24 CFR 574.3, 24 CFR 573.310(e)] Occupancy of the Property shall be limited to Eligible Persons and their Families. For the purpose of this Agreement: a. "Eligible Person" shall mean a person with AIDS or a related disease who is a very low- income individual, and the person's Family. b. "Family" shall mean a household composed of two or more related persons. The term "Family" also includes one or more Eligible Persons who are determined to be important to their care or well- being, and the surviving member or members of any family described in this paragraph who were living in a dwelling unit on the Property with the person with AIDS at the time of his or her death. C. "Very Low - Income Individual" mean any individual or family whose income does not exceed 50% of the median income for the area, as determined by HUD, with adjustments for household size. Notwithstanding the foregoing, the surviving member or members of a Family who were living in a dwelling unit on the Property at the time of the death of the person with AIDS may continue to occupy the Property for a period of up to thirty (30) days following the death of the person with AIDS. 5. Rental Payments f24 CFR 574.310(d), 24 CFR 574.430)1 The rent charged by Project Sponsor for any dwelling unit within the Property shall be the product of 30% times 50% of the area median income adjusted for family size (less utility allowance appropriate for the Unit). Except for rent, Project Sponsor shall not charge any fee of any Eligible Person for any housing or services provided with HOPWA Funds. 6. Supportive Services [24 CFR 574.310(a)] Project Sponsor, either itself or through qualified service providers in the area, shall make appropriate supportive services available to the occupants of the Property. Supportive social services include but are not limited to, health, mental health, assessment, permanent housing placement, drug and alcohol abuse treatment and counseling, day care, personal assistance, nutritional services, intensive care when required, and assistance in gaining access to local, State, and Federal government benefits and services, except that health services may only be provided to individuals with acquired immunodeficiency syndrome or related diseases and not to family members of these individuals. For any individual with AIDS or a related disease who requires more intensive care than can be provided at the Property, Project Sponsor shall locate a care provider who can appropriately care for the individual and refer the individual to that care provider. 7. Housing Quality Standards f24 CFR 574.310(b)1 The Property shall be rehabilitated to comply with the housing quality standards set forth in 24 CFR 574.310(b), a copy of which is attached to this Agreement as Exhibit E. Project Sponsor shall maintain the Property in compliance with the housing quality standards for the entire Term of this Agreement. EXHIBIT 1 25H -5 8. Other Program Requirements Project Sponsor shall comply with all applicable federal requirements set forth in Subpart E, F and G of the HOPWA regulations, including the following: a. Relocation Assistance for Displaced Persons. 24 CFR 574.630. The acquisition of the Property is subject to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ( "URA ") (42 U.S.C. 4601 -4655) and implementing regulations at 49 CFR part 24. For purposes of this Agreement, a "displaced person" is defined as set forth in 24 CFR 574.630(f). A displaced person must be provided relocation assistance at the levels described in, and in accordance with the requirements of, the URA and implementing regulations and the City's relocation rules and policies. b. Confidentiality. 24 CFR 574.440. Project Sponsor shall ensure the confidentiality of the name of any individual assisted under the HOPWA Program and any other information regarding individuals receiving assistance. Equal Opportunity and Fair Housing. 24 CFR 574.600. (1) Civil Rights, Fair Housing, and Discrimination Acts Assurances: During the performance of this Agreement, Project Sponsor assures that no otherwise qualified person shall be excluded from participation or employment, denied program benefits, or be subjected to discrimination based on race, color, national origin, familial status, sex, age, disability, religion, or religious preference, under any program or activity funded by this Agreement, as required by Title Vl of the Civil Rights Act of 1964, 942 U.S.C. 2000(d), the Fair Housing Act (42 U.S.C. 3601 -19) and the Age Discrimination Act of 1975 (42 U.S.C. 6101 -07), and all implementing regulations. (2) Training, Employment, and Contracting Opportunities for Business and Low - Income Persons. (A) The Work to be performed under this Agreement is on a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations. Section 3 requires that to the greatest extent feasible, opportunities for training and employment be given lower income residents of the project area and contracts for Work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the project. (B) The parties to this Agreement will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of HUD set forth in 24 EXHIBIT 1 011161" CFR Part 135, and all applicable rules and orders of the State issued thereunder prior to the execution of this Agreement. The parties to this Agreement certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements. (C) Project Sponsor will include these Section 3 clauses in every contract and subcontract for Work in connection with the project and will, at the direction of the City, the State or HUD, take appropriate action pursuant to the contract upon a finding that Project Sponsor or any contractor or subcontractor is in violation of regulations issued by the Secretary of HUD, 24 CFR Part 135, and will not let any contract unless Project Sponsor or contractor or subcontractor has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. (D) Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of the City, the State and HUD issued thereunder prior to the execution of this Agreement shall be a condition of the federal financial assistance provided to the project, binding upon Project Sponsor, its successors, and assigns. Project Sponsor shall report Section 3 quarterly on the form attached hereto and incorporated herein as Exhibit F. Failure to fulfill these requirements shall subject Project Sponsor, its contractors and subcontractors, its successors, and assigns to those sanctions specified by the contract through which federal assistance is provided, and to such sanctions as are specified by 24 CFR Part 135. (3) MBE /WBE Affirmative Action Outreach Pro ram. Project Sponsor hereby agrees to comply with the City's minority and women business outreach program in accordance with 24 CFR 574.600(d). (4) Affirmative Outreach. Project Sponsor shall adopt procedures to ensure that all persons who qualify for assistance under the HOPWA Program, regardless of their race, color, religion, sex, age, national origin, familial status, or handicap, know of the availability of the HOPWA Program, including facilities and services accessible to persons with a handicap, and maintain evidence of implementation of the procedures. (5) Disability Requirements. Project Sponsor shall not discriminate against persons with AIDS or related diseases based on an additional handicap of such persons in violation of the Fair Housing Act or section 504 of the Rehabilitation Act of 1973. Project Sponsor also shall comply with the reasonable modification requirements of the Fair Housing Act, the reasonable accommodation requirements of the Fair Housing Act and section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act, and implementing regulations. d. Wage Rates. 24 CFR 574.655. The provisions of the Davis -Bacon Act (40 U.S.C. 276a- 276a -5) do not apply to the rehabilitation of the Property, unless Project Sponsor will be using HOPWA Funds in combination with funds from other Federal programs that are subject to the Act. e. Lead -based Paint. 24 CFR 574.635. Housing assisted with HOPWA Funds EXHIBIT 1 25H -7 constitutes HUD - associated housing for the purpose of the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821 et sea.) and is, therefore, subject to 24 CFR part 35. Accordingly, and pursuant to 24 CFR 574.635, Project Sponsor hereby agrees to and shall be responsible for testing and abatement activities specified in the Lead -Based Paint Poisoning Prevention Act and the regulations set forth at 24 CFR part 35 with respect to the rehabilitation of the Unit. f. Conflict of Interest. 24 CFR 574.625. No person who is an employee, agent, consultant, officer or elected or appointed official of the City of Santa Ana or of Project Sponsor, who exercises or has exercised any functions or responsibilities with respect to activities assisted with HOPWA Funds or who is in a position to participate in a decision making process or gain inside information with regard to these activities, may obtain a financial interest or benefit from this Agreement, or have an interest in any contract, subcontract or agreement with respect hereto, either for himself or herself or those with whom he or she has family or business ties, during his or her tenure or for one year thereafter. g. Debarment and Suspension. 24 CFR 574.620. Concurrently with the execution of this Agreement, Project Sponsor has completed and delivered to the City the Certificate Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion - -Lower Tier Covered Transactions, attached hereto as Attachment No. 5, as required by 24 CFR 574.620. h. Lobbying. 24 CFR 574.615. Concurrently with the execution of this Agreement, Project Sponsor has completed and delivered to the City the Certification Regarding Lobbying attached hereto as Exhibit H, as required by 24 CFR 574.615. i. Flood Insurance. 24 CFR 574.640. This Agreement is subject to the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001 et seq.). No portion of the assistance provided under this Agreement is approved for acquisition, rehabilitation, or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Federal Emergency Management Agency as having special flood hazards which is located in a community not then in compliance with the requirements for participation in the National Flood Insurance Program pursuant to Section 201(d) of said Act. The use of any assistance provided under this Agreement for such acquisition, rehabilitation, or construction in such identified areas in communities then participating in the National Flood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act. j. Coastal Barriers. 24 CFR 574.645. This Agreement is subject to the Coastal Barrier Resources Act (16 U.S.C. 3501). No financial assistance under the HOPWA Program may be made available within the Coastal Barrier Resources System. The use of any assistance provided under this Agreement within the Coastal Barrier Resources System shall be grounds for immediate termination of this Agreement. 9. All -Risk and Liability Insurance. Project Sponsor shall maintain, during the term of this Agreement, (1) an all -risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property, and (2) a comprehensive general liability insurance policy with a $1,000,000 limit of liability. The all -risk policy shall name the City as loss payee and the liability insurance policy shall name the City as an additional insured. Each policy EXHIBIT 1 SJ_ ■_Il•� shall contain a statement of obligation on behalf of the insurance carrier to notify the City of any material change, cancellation or termination of coverage at least 30 days in advance of the effective date of such material change, cancellation or termination. Project Sponsor shall deliver a copy of the certificate of insurance for each policy and the loss payee or additional insured endorsement, as the case may be, to the City at the close of escrow for the acquisition of the Property. Project Sponsor shall annually deliver a copy of the certificate of insurance for each policy and the loss payee or additional insured endorsement, as the case may be, to the City, signed by an authorized agent of the insurance carrier and setting forth the general provisions of coverage. The copies of the certificate of insurance and endorsements shall be delivered to the City as follows: The City of Santa Ana 20 Civic Center Plaza (M -37) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Development Services Any certificate of insurance required by this Section 9 must be in a form, content and with an insurance company that is acceptable to the City in its sole discretion. Any insurance proceeds shall, to the extent applicable, be paid to the additional insured and, at the option of such additional insured, may be applied to any indebtedness owed to such insured or released for repair or rebuilding of the Property. Surplus insurance proceeds thereafter may be disbursed to the Project Sponsor. 10. Records and Reports 124 CFR 92.504(c)(12)] Project Sponsor shall prepare, maintain and submit to the City, as appropriate, the following records and reports: a. Annual Reports. Project Sponsor shall file with the City an Annual Report (herein referred to as the "Annual Report") within sixty (60) days following the end of each calendar year, commencing with the end of the calendar year during which the rehabilitation is completed. The Annual Report shall include, and shall contain a certification with regard to, the rental rate and the income and family size of the occupants for each dwelling unit on the Property who have inhabited the Property during the previous calendar year. Project Sponsor shall obtain the income information required to be included in the Annual Report from the occupants of the Property. Any lease or other agreement that Project Sponsor requires occupants of the dwelling units on the Property to execute shall require the occupants to provide such income information upon the request of the Project Sponsor. The Annual Report shall contain a certification by Project Sponsor as to such other information as the City Manager may reasonably require. b. Records. Project Sponsor shall maintain records relating to the rehabilitation of the Property and make them available for inspection by the City, the State or HUD, upon request, including the following: (1) current and accurate data on the race and ethnicity of the occupants of the EXHIBIT 1 Property; (2) records which demonstrate compliance with the requirements set forth in Sections 8.a., 8.c., and 8.e., above; (3) records which demonstrate compliance with the property standards set forth in Attachment No. 4; (4) certifications given by contractors and subcontractors given pursuant to Sections 8.g. and 8.h., above. (5) statement of income to Project Sponsor from tenants pursuant to Section 10.a., above. Project Sponsor shall retain all books and records relevant to this Agreement for a minimum of four years after the expiration of this Agreement and any and all amendments hereto, or for four years after the conclusion or resolution of any and all audits or litigation relevant to this Agreement, whichever is later. The City, the State, HUD, and /or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. If so directed by the City, the State or HUD upon termination of this Agreement, Project Sponsor shall cause all records, accounts, documentation and all other materials relevant to the Work to be delivered to the City, the State or HUD, as depository. C. Audits. Project Sponsor shall be subject to periodic audits pursuant to 24 CFR Part 45. Project Sponsor shall reasonably cooperate with City in performing such audit. 11. Enforcement l24 CFR 92.504(c)(13)] This Agreement and all of its attachments, shall be enforceable by City in accordance with the terms hereof. Failure by Project Sponsor to comply with any material provision hereof shall constitute a breach. In the event of a breach, City shall provide written notice to Project Sponsor. City may terminate this Agreement in the event Project Sponsor fails to cure any such default within 30 days after notice or in the event that Project Sponsor conveys the Property to a person who does not agree to assume the obligations of Project Sponsor under this Agreement. The foregoing provision does not apply to a transfer of the Property to HUD or to a transferee of HUD. 12. Agreement Containing Covenants. Concurrently with the execution of this Agreement, City and Project Sponsor shall execute and acknowledge an Agreement Containing Covenants Affecting Real Property substantially in the form and substance of Exhibit I hereto. The executed and acknowledged Agreement Containing Covenants Affecting Real Property shall be recorded against the Property at the time of the acquisition of the Property by Project Sponsor. 13. Attachments. Project Sponsor has reviewed and, if appropriate, agrees to execute and acknowledge the following documents in substantially the form as attached to this Agreement prior to receiving the Grant, and any other documents or instruments reasonably required by the City or a EXHIBIT 1 25H -10 participating entity to complete the transaction contemplated herein: Exhibit A - Legal Description of Property Exhibit B - Budget Exhibit C - Scope of Rehabilitation Exhibit D - Draw Request Exhibit E - Housing Quality Standards (24 CFR 74.310(b)) Exhibit F - Section 3 Report Exhibit G - Debarment Certification Exhibit H - Certification Regarding Lobbying Exhibit I - Agreement Containing Covenants Affecting Real Property Project Sponsor agrees and acknowledges that the Agreement Containing Covenants Affecting Real Property shall be recorded against the Property with the County Recorder of the County of Orange and shall appear of record with respect to and as an encumbrance against the Property. 14. Duration of this Agreement. This Agreement shall remain in effect for ten (10) years from the date the Notice of Completion of rehabilitation or Certificate of Occupancy is filed/issued and shall automatically terminate on the tenth (10th) anniversary from said date. EXHIBIT 1 25H -11 IN WITNESS WHEREOF, the City and Project Sponsor have executed this Agreement. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney IN Lisa E. Storck Assistant City Attorney EXHIBIT 1 THE CITY OF SANTA ANA By: Paul Walters City Manager MERCY HOUSE LIVING CENTERS, INC., a California non - profit public benefit corporation By:_ Name: Title: 25H -12 EXHIBIT A LEGAL DESCRIPTION ALSO REFERENCED AS 9511 S. MILLS END ROAD, ANAHEIM APN 127- 231 -63 Subject property is situated in the County of Orange, State of California and described as follows: Parcel A: That portion of Section 18, Township 4 South, Range 10 West, in the Rancho Los Coyotes, in the County of Orange, State of California, as shown on Map recorded in Book 51, Page 10 of Miscellaneous Maps, records of said Orange County, California, described as follows: Parcel 1, as shown on a Map filed in Book 126, Pages 27 and 28 of Parcel Maps, in the Office of the County recorder of Orange County, California. Parcel B: As easement for ingress and egress over that certain parcel delineated as "Mills End ", as shown on a Map fled in Book 126, Pages 27 and 28 of Parcel Maps, in the Office of the County recorder of Orange County, California. 25H -13 EXHIBIT 1 EXHIBIT B APPROVED BUDGET (see attached) 25H -14 rcy Hous_e .__ ;Me._. . ;Louis Martin Residence 19511 S Mills End Road, Anaheim, CA 92804 FINAL -4 rental bedrooms /1 on -site manager l 3 S ummary Assumes no prevailing wages DHV,ELpPMENT °SCHEDULE -�' .. -n. - - � : =:e D 1 F NANGIN6 ASSUMPTIONS .a- �-�- '- --' Bedrooms for Rent 4 CONSTRUCTION LOAN: Manager's Units 1 Construction Loan Interest Rate 5.000% Total Number of Bedrooms 5 Loan Fee 1.00% Density Per Acre Construction Start PERMANENT LOAN: Completlon/Cenificale of Occupancy Permanent Loan Rate 0.000% Construction Period (Months) 3 Permanent Loan Constant 3.33% Start of Leasing Loan Points and Fees 01,020 Units Leased per Month Debt Service Coverage Ratio Stabilized Occupancy Loan Underwriting Term (Years) 30 Lease -Up Period (Months) Maximum Loan to Value Ratio 75.00°/ Permanent Loan Takeout Capitalization Rate 6.50% Total Months - Contt Start to Takeout Project Value (NOI /Cap Rate) $ 21,685 NO' USES: OF._FUNDS:";- .-�*�..,'x.e..,e -. . -. -: -. - � - ._ ,_ �:- - -� Maximum Loan to Cost Ratio Cash Available for Debt Service (NOI) 100.00% $ 1,410 - - - Loan to Value Ratio (restricted) $ 16,263 :.=FL.UP1� ' = COnsWCtloif-`r-.PeYdSanRM; ?"°' _FfRA1.P8irn yh Permanent Loan $ _ USES: Annual Payment $ _ Actual DSC Land/Acquisition $ 82,533 $ $ 412,663 $ 412,663 OTHER DEBT /LOANS: Redevl Loan Other Loan Design & Engineering $ 470 $ 2,350 $ 2,350 $ 2,350 Interest Rate 0.00% 0.00% Legal/FinanciaVOlher Consultants $ 1,150 $ 5,749 $ 5,749 $ 5,749 Loan Points and Fees 0.000% 0.000% Permits & Fees $ 500 $ 2,500 $ 2,500 $ 2,500 Loan Term Years 55 0 Furniture/Fixtures $ 4,030 $ 20,150 $ 20,150 $ 20,150 7A. R D : JN- G G ASSU TION5r: -T - Direct Building Construction $ 28,418 $ 142,090 $ 142,090 $ 142,090 Financing Costs $ 2,916 $ 14,581 $ 14,581 $ 14,581 Credit Year 2012 Marketing /General & Administrative $ 13,763 $ 68,813 $ 68,813 $ 68,813 Federal Tax Credit Rate 3.28% Developer Fees $ 13,498 $ - $ 67,490 $ 67,490 Slate Tax Credit Rate 0,00% Hard Cost Contingency $ 2,642 $ 13,209 $ 13,209 $ 13,209 Difficult to Develop% 130.00OA Soft Cost Contingency $ 1 775 $ 8 877 $ 8 871 $ 8,877 Applicable Fraction 100.00% Total Project Uses L.'.'$1b1894 w$ <'7,78,319��$ „7 ;472 <�$ >;fi = -76 ;4F21 Adjusted Eligible Bests 0 Annual Tax Credits 0 SOURCES: Investor Yield on 99% of Total Credit Allocation Per Investor 90.00% Gross Investor Contribution to Lower Tier 0 Tax Credit Equity $ - $ $ - $ - Deferred Pay -In on Tax Credit Equity 0 Permanent Loan $ _ $ _ $ _ $ _ Construction LoanILOC $ - $ 105,179 $ - $ Neighborhood Stabilization Program(NSP) - acquisition $ 41,266 0 $ 206,332 $ 206,332 Neighborhood Stabilization Program (NSP) - rehab $ 16,628 $ 83,140 $ 83,140 $ 83,140 TCAC Actual Points Supportive Housing Program (SHP) $ 75,800 $ - $ 379,000 $ 379,000 TCAC Possible Points HOPWA $ 18,000 $ 90,000 $ 90,000 $ 90,000 Tiebreaker: Tax Credits per Bedroom Deferred Developer Fee $ - $ $ _ $ _ Financing Gap: $ $ �` $ _ Total Project Sources _$ -;tb'{ 694 $ = �L78319 =`$_ 768,473 _$ 758472'; Property Taxes: Tax Rate 125% Existing Property Basis (per unit) 0 New Unit Basis (per unit) R SI IT' 1 9 FAttDABI[ Ak151S - Ground Lease: Return on Ground Lease 0.00/ Mgrs. Units Inflation Indexes: 0 Bedroom Bedroom! Shared bath Private be 1BR/1BA 2BR12BA 3BR12BA 48W2BA Total Bedrooms Income Inflator 2,00% Income Expense Inflator 2.50% 25.00% 0 0 0 0 0 0 0 Real Estate Tax Inflator 2.00% 30.00% 0 0 0 0 0 0 0 SHP Income Inflator 2.50% 35.00% 0 0 0 0 0 0 0 50.00% 5 0 0 0 0 0 5 60.00% 0 0 0 0 0 0 0 80.00% 0 0 0 0 0 0 0 Market 0 0 0 0 0 0 0 Total Unit 5 0 0 0 0 0 5 % 100.00% 0.0% 0.0% 0.0% 0.0% 0.0% Sq. FUUnIt 0 0 0 0 0 0 $ pst Total Resid Sq Fl 0 0 0 0 0 0 0 Related Residential Sq. Ft Laundry/Community Room /Circulaflon Subtotal Square Feel - 2,535 5 q . ft. Parking 620 Storage Other Space Total 0 Total Space 3,155 25H -15 SCHEDULE OF VALUES (BID BREAKDOWN) BID NUMBER: 10.001 BID DATE: 1/20/2012 PROJECT NAME: Louis Martin Residence LOCATION I ADDRESS: 9511 S. Mills End Road, Anaheim, CA, 9281 REVISED 311312012 B.F. FLOOR AREA: 3,100 Description o/ Work. Rehabilitation of a single family home to include ADA accessabiluy and conversion of den into a 5th bedroom. Requires com Rance with NSP/MHSA standards. Prevailing wages not required. Building Type. RESIDENTIAL Completion Time. 75 Calendar days 01 + 3 r IMl11PpF0 i .. u ARCHITECTURAL& TITLE 24 SERVICES $ 2,350 ROUGH & FINAL CLEANING $ 960 BUILDING COST. ARCHITECTURAL /ENGINEERING See Allowance $ PERMITS See Allowance $ OWNER'S CONTINGENCY 10% $ 13,209 TESTING & INSPECTIONS See Allowance $ HAZ MAT /ASBESTOS ABATEMENT See Allowance $ Included in Building Cost DEMOLITION $ 1,980 PUPD INSURANCE LANDSCAPE & IRRIGATION $ 4,500 ADA, CONCRETE, MISC METALS $ 8,750 BUILDERS RISK ( "ALL RISK ") INSURANCE Included in Bu ding Cost ROOFING $ 2,650 DECK WATERPROOFING $ 1 500 SHEET METAURAIN GUTTERS $ 1,320 BUDGET ITEMS EXCLUDED FROM CONTRACTOR'S SCOPE OF WORK WOOD REPLACEMENT $ 1,500 01 OWNER FURNISHED APPLIANCES $ 7,000 (Refrigerator washer /dr er, etc... EXTERIOR PAINTING $ 7,000 02 BUILDING PERMITS $ 2,500 Notlo Exceed Budget) INTERIOR PAINTING $ 6,500 MHSA TESTING AND INSPECTIONS $ 4.299 Notto Exceed Budget) FINISH CARPENTRY 04 $ 6,920 $ 3,300 CABINETS 05) $ 8,500 $ 7,500 COUNTERTOPS $ 4,750 COORS & FRAMES Is -'qo $ 7,750 WINDOWS & WINDOW COVERING $ 8,700 PLASTER/DRYWALL $ 8,500 FLOORING $ 16,750 PLUMBING $ 6,950 TUBS /SHOWERS $ 3,550 HVAC $ 8,520 ELECTRICAL $ 5,600 FIRE ALARM & SPRINKLERS $ 8,940 8i18TOTAL: : E .!$'$x000 BID ALLOWANCES: 01 ALLOWANCE FOR PLANTING TREES & SHRUBS $ 21500 02 ARCHITECTURAL& TITLE 24 SERVICES $ 2,350 BUILDING COST. $ 136,940 OWNER'S CONTINGENCY 10% $ 13,209 PERFORMANCE & PAYMENT BOND Included in Building Cost PUPD INSURANCE Included in Building Cost BUILDERS RISK ( "ALL RISK ") INSURANCE Included in Bu ding Cost di'AL BASE No »T>s »>ain »»r»s»ora> i 14 BUDGET ITEMS EXCLUDED FROM CONTRACTOR'S SCOPE OF WORK 01 OWNER FURNISHED APPLIANCES $ 7,000 (Refrigerator washer /dr er, etc... 02 BUILDING PERMITS $ 2,500 Notlo Exceed Budget) 03 MHSA TESTING AND INSPECTIONS $ 4.299 Notto Exceed Budget) 04 FUMIGATION $ 3,300 05) CONSTRUCTION MANAGER $ 7,500 TOTAL IM0{JIOM7® iAR` tiEMB. 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E c m 2 m _ / 2 & A§ * 2 p± - c c# _._ �._ mIvO 2 2 2 f/� 2_ ._ 0- ■> m = > >- .# m o _ m o o.� < ■ @ & � « I E e ° a) < j co) �� k k k G \ 2 \ § $ 9 ° S o $ � .. e % §.� o £ e e E ± /3«k> \� 9v (D G' \ < �m2o \ «3§ / f k o .� k \ / \ \ £ f 3 ƒ w < ��� \ \ a EXHIBIT D DRAW REQUEST PAYMENT REQUEST CITY OF SANTA ANA RESIDENTIAL REHABILITATION PROGRAM HOMEOWNER: JOB ADDRESS: RCS: ❑ PROGRESS PAYMENT NUMBER ❑ CHANGE ORDER # PAYMENT ❑ FINAL PAYMENT ❑ RELEASE OF RETENTION ❑ TERMITE PAYMENT ❑ OTHER: PAYEE: PAYEE ADDRESS: AMOUNT REQUESTED: CONTRACTOR (PAYEE) HOMEOWNER The undersigned CONTRACTOR: (1) Certifies that to The undersigned HOMEOWNER: (1) Certifies that to the best of their knowledge, the best of their knowledge, information and belief, the information and belief, the work covered by this Payment Request has been work covered by this Payment Request has been completed to their satisfaction and in accordance with the approved Housing completed in accordance with the approved Housing Rehabilitation Work Contract; (2) Authorizes payment to the CONTRACTOR in the Rehabilitation Work Contract; (2) Certifies that they amount requested, (3) Acknowledges and agrees that inspections by the Residential Construction Specialist (RCS) are performed for financial purposes and have obtained all required building permits, inspections to ensure compliance with program requirements, and should not be relied upon as and approvals for the work covered by this Payment a surety that the work was done properly. Request; (3) Certifies that they have not promised or given the HOMEOWNER a cash payment or rebate. HOMEOWNER (PRINT NAME) CONTRACTOR (PRINT NAME) HOMEOWNER SIGNATURE DATE CONTRACTOR SIGNATURE DATE CITY OF SANTA ANA (RCS) CITY OF SANTA ANA Based on site observations, the undersigned Residential The undersigned certify that to the best of their knowledge, information and Construction Specialist (RCS) certifies that to the best of their belief, this Payment Request has been properly prepared and documented and knowledge, information and belief, the work covered by this authorize the disbursement of funds to cover the amount requested. Payment Request has been completed in accordance with the approved Housing Rehabilitation Work Contract and complies with program requirements. SRCS SIGNATURE DATE EXHIBIT 1 25H -37 RCS SIGNATURE DATE HOUSING MANAGER SIGNATURE DATE OBE USE ONLY 0 SOURCE OF FUNDS AMOUNT FUND CONTROL CONTROL NUMBER HOME $ AMERICAN BANK CDBG $ IN -HOUSE OTHER $ TOTAL $ ❑ AMERICAN BANK - MAIL CHECK TO PAYEE, EMAIL COPY OF CHECK TO RCS Revised 7 -31 -12 EXHIBIT 1 W _._ &PILe� EXHIBIT E HOUSING QUALITY STANDARDS (24 CFR 574.310 (B) TITLE 24-- HOUSING AND URBAN DEVELOPMENT CHAPTER VIII -- OFFICE OF THE ASSISTANT SECRETARY FOR HOUSING -- FEDERAL HOUSING COMMISSIONER, DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (SECTION 8 HOUSING ASSISTANCE PROGRAMS AND SECTION 202 DIRECT LOAN PROGRAM) PART 882 -- SECTION 8 CERTIFICATE AND MODERATE REHABILITATION PROGRAMS- -Table of Contents Subpart A-- Applicability, Scope and Basic Policies Sec. 882.109 Housing quality standards. Housing used in this program shall meet the Performance Requirements set forth in this section. In addition, the housing shall meet the Acceptability Criteria set forth in this section except for such variations as are proposed by the PHA and approved by HUD. Local climatic or geological conditions or local codes are examples which may justify such variations. (a) Sanitary facilities (1) Performance requirement. The dwelling unit shall include its own sanitary facilities which are in proper operating condition, can be used in privacy, and are adequate for personal cleanliness and the disposal of human waste. (2) Acceptability criteria. A flush toilet in a separate, private room, a fixed basin with hot and cold running water, and a shower or tub with hot and cold running water shall be present in the dwelling unit, all in proper operating condition. These facilities shall utilize an approved public or private disposal system. (b) Food preparation and refuse disposal (1) Performance requirement. The dwelling unit shall contain suitable space and equipment to store, prepare, and serve foods in a sanitary manner. There shall be adequate facilities and services for the sanitary disposal of food wastes and refuse, including facilities for temporary storage where necessary (e.g., garbage cans). (2) Acceptability criteria. The unit shall contain the following equipment in proper operating condition: cooking stove or range and a refrigerator of appropriate size for the unit, supplied by either the Owner or the Family, and a kitchen sink with hot and cold running water. The sink shall drain into an approved public or private system. Adequate space for the storage, preparation and serving of food shall be provided. (c) Space and security (1) Performance Requirement. The dwelling unit shall afford the Family adequate space and security. (2) Acceptability criteria. The dwelling unit shall contain a living room, kitchen area, and bathroom. The dwelling unit shall contain at least one bedroom or living /sleeping room of appropriate size for each two persons. Persons of opposite sex, other than husband and wife or very young children, shall not be required to occupy the same bedroom or living /sleeping room. Exterior doors and windows accessible from outside the unit shall be lockable. (d) Thermal environment (1) Performance requirement. The dwelling unit shall have and be capable of maintaining a thermal environment healthy for the human body. (2) Acceptability criteria. The dwelling unit shall contain safe heating and /or cooling facilities which are in proper operating condition and can provide adequate heat and /or cooling to each room in the dwelling unit appropriate for the climate to assure a healthy living environment. Unvented room heaters which burn gas, oil or kerosene are unacceptable. (e) Illumination and electricity (1) Performance requirement. Each room shall have adequate natural or artificial illumination to permit normal indoor activities and to support the health and safety of occupants. Sufficient electrical sources shall be provided to permit use of essential electrical appliances while assuring safety from fire. (2) Acceptability criteria. Living and sleeping rooms shall include at least one window. A ceiling or wall type light fixture shall be present and working in the bathroom and kitchen area. At least two electric outlets one of which may be an overhead light, shall be present and operable in the living area, kitchen area, and each bedroom area. EXHIBIT 1 SJ_■_bcp rd� (f) Structure and materials (1) Performance requirement. The dwelling unit shall be structurally sound so as not to pose any threat to the health and safety of the occupants and so as to protect the occupants from the environment. (2) Acceptability criteria. Ceilings, walls, and floors shall not have any serious defects such as severe bulging or leaning, large holes, loose surface materials, severe buckling or noticeable movement under walking stress, missing parts or other serious damage. The roof structure shall be firm and the roof shall be weather tight. The exterior wall structure and exterior wall surface shall not have any serious defects such as serious leaning, buckling, sagging, cracks or holes, loose siding, or other serious damage. The condition and equipment of interior and exterior stairways, halls, porches, walkways, etc., shall be such as not to present a danger of tripping or falling. Elevators shall be maintained in safe and operating condition. (g) Interior air quality (1) Performance requirement. The dwelling unit shall be free of pollutants in the air at levels which threaten the health of the occupants. (2) Acceptability criteria. The dwelling unit shall be free from dangerous levels of air pollution from carbon monoxide, sewer gas, fuel gas, dust, and other harmful air pollutants. Air circulation shall be adequate throughout the unit. Bathroom areas shall have at least one openable window or other adequate exhaust ventilation. (h) Water supply (1) Performance requirement. The water supply shall be free from contamination. (2) Acceptability criteria. The unit shall be served by an approved public or private sanitary water supply. (i) Lead -based paint (1) Purpose and applicablity. The purpose of this paragraph is to implement the provisions of section 302 of the Lead -Based Paint Poisoning Prevention Act, 42 U.S.C. 4822, by establishing procedures to eliminate as far as practicable the hazards of lead -based paint poisoning with respect to existing housing units for which Requests For Lease Approval are made under this part. This paragraph is promulgated under the authorization granted in 24 CFR 35.24(b)(4) and supersedes, with respect to all housing to which it applies, the requirements prescribed by subpart C of 24 CFR part 35. The requirements of paragraph (i)(4) of this section are applicable to units for which initial inspection under Sec. 882.209(h)(1) or periodic inspection under Sec. 882.211(b) is made on or after May 1, 1987. The requirements of this paragraph do not apply to 0- bedroom units. The requirements of subpart A of 24 CFR part 35 apply to all units constructed prior to 1978 covered by a Housing Assistance Payments Contract under this subpart. (2) Definitions -- Applicable surface. All intact and nonintact interior and exterior painted surfaces of a residential structure. Chewable surface. All chewable protruding painted surfaces up to five feet from the floor or ground, which are readily accessible to children under seven years of age, e.g., protruding corners, windowsills and frames, doors and frames, and other protruding woodworks. Defective paint surface. Paint on applicable surfaces that is cracking, scaling, chipping, peeling or loose. Elevated blood lead level or EBL. Excessive absorption of lead, that is, a confirmed concentration of lead in whole blood of 25 ug /dl (micrograms of lead per deciliter of whole blood) or greater. Lead -based paint. A paint surface, whether or not defective, identified as having a lead content greater than or equal to 1 mg /cm121. (3) Defective paint. In the case of a unit, for a Family which includes a child under the age of seven years, which was constructed prior to 1978, the initial inspection under Sec. 882.209(h)(1), and each periodic inspection under Sec. 882.211(b), shall include an inspection for defective paint surfaces. If defective paint surfaces are found, treatment as required by 24 CFR 35.24(b)(2)(ii) shall be required in accordance with Sec. 882.209(h) or Sec. 882.211(b) -(c), as appropriate. Correction of defective paint conditions discovered at periodic inspection shall be completed within 30 days of PHA notification to the Owner. When weather conditions prevent completion of repainting of exterior surfaces within the 30 -day period, repainting may be delayed, but covering or removal of the defective paint must be completed within the prescribed period. (4) Chewable surfaces. In the case of a unit constructed prior to 1978, for a Family which includes a child under the age of seven years with an identified EBL condition, the initial inspection under Sec. 882.209(h)(1), or a periodic inspection under Sec. 882.211(b), shall include a test for lead -based paint on chewable surfaces. Testing shall be conducted by a State or local health or housing agency, an inspector certified or regulated by a State or local health or housing agency or an organization recognized by HUD. Lead content shall be tested by using an X -ray fluorescence analyzer (XRF) or other method approved by HUD. Test readings of 1 mg /cm <SUP >2< /SUP> or higher using an XRF shall be considered positive for presence of lead -based paint. Where lead -based paint on chewable surfaces is identified, covering or removal of the paint surface in accordance with 24 CFR 35.24(b)(2)(ii) shall be required in accordance with Sec. 882.209(h) or Sec. 882.211 (b) and (c), as appropriate, and correction shall be completed within the time limits set forth in paragraph (i)(3) of this section. EXHIBIT 1 W_:_MIC (5) Abatement without testing. In lieu of the procedures set forth in (4) above, the PHA may at its discretion, forego testing and require the owner to abate all interior and exterior chewable surfaces in accordance with the method set out at 25 CFR 35.24(b)(2)(ii). (6) Tenant protection. The owner shall take appropriate action to protect tenants from hazards associated with abatement procedures. (7) Records. The PHA shall keep a copy of each inspection report for at least three years. If a unit requires testing or if the unit requires treatment of chewable surfaces based on the testing, the PHA shall keep indefinitely the test results and, if applicable, the owner certification of treatment. The records shall indicate which chewable surfaces in units have been tested and which chewable surfaces in the units have been treated. If records establish that certain chewable surfaces were tested or tested and treated in accordance with the standards prescribed in this section, such chewable surfaces do not have to be tested or treated at any subsequent time. 0) Access (1) Performance requirement. The dwelling unit shall be useable and capable of being maintained without unauthorized use of other private properties, and the building shall provide an alternate means of egress in case of fire. (2) Acceptability criteria. The dwelling unit shall be useable and capable of being maintained without unauthorized use of other private properties. The building shall provide an alternate means of egress in case of fire (such as fire stairs or egress through windows). (k) Site and neighborhood (1) Performance requirement. The site and neighborhood shall be reasonably free from disturbing noises and reverberations and other hazards to the health, safety, and general welfare of the occupants. (2) Acceptability criteria. The site and neighborhood shall not be subject to serious adverse environmental conditions, natural or manmade, such as dangerous walks, steps, instability, flooding, poor drainage, septic tank back -ups, sewage hazards or mudslides; abnormal air pollution, smoke or dust; excessive noise, vibration or vehicular traffic; excessive accumulations of trash; vermin or rodent infestation; or fire hazards. (1) Sanitary condition (1) Performance requirement. The unit and its equipment shall be in sanitary condition. (2) Acceptability criteria. The units and its equipment shall be free of vermin and rodent infestation. (m) Congregate Housing (1) Performance requirement. The foregoing standards shall apply except for paragraph (b) of this section and the requirement in paragraph (c)(2) of this section for a kitchen area. In addition, the following standards shall apply: (1) The unit shall contain a refrigerator of appropriate size. (2) The sanitary facilities described in paragraph (a) of this section shall be contained within the unit. (3) The central dining facility and central kitchen shall be located within the building or housing complex and be accessible to the occupants of the congregate units, and shall contain suitable space and equipment to store, prepare and serve food in a sanitary manner by a food service or persons other than the occupants and shall be for the primary use of occupants of the congregate units and be sufficient in size to accommodate the occupants. There shall be adequate facilities and services for the sanitary disposal of food wastes and refuse, including facilities for temporary storage where necessary (e.g., garbage cans). (n) Independent Group Residence (1) Performance requirement. The foregoing standards shall apply except for paragraphs (a), (b), (c), (f), (k), and (m) of this section. In addition, the following standards shall apply: (1) The unit shall contain and have ready access to a flush toilet which can be used in privacy, a fixed basin with hot and cold running water, and a shower and/or tub equipped with hot and cold running water all in proper operating condition and adequate for personal cleanliness and the disposal of human wastes. These facilities shall utilize an approved public or private disposal system, and shall be sufficient in number so that they need not be shared by more than four occupants. Those units accommodating physically handicapped occupants with wheelchairs or other special equipment shall provide access to all sanitary facilities, and shall provide, as appropriate to needs of the occupants, basins and toilets of appropriate height; grab bars to toilets, showers and /or bathtubs; shower seats; and adequate space for movement. (2) The unit shall contain suitable space to store, prepare and serve foods in a sanitary manner. A cooking stove or range, a refrigerator(s) of appropriate size and in sufficient quantity for the number of occupants, and a kitchen sink with hot and cold running water shall be present in proper operating condition. The sink shall drain into an approved private or public system. Adequate space for the storage, preparation and serving of food shall be provided. There shall be adequate facilities and services for the sanitary disposal of food wastes and refuse, including facilities for temporary storage where necessary (e.g., garbage cans). EXHIBIT 1 25H -41 (3) The dwelling unit shall afford the Family adequate space and security. A living room, kitchen, dining area, bathroom, and other appropriate social, recreational or community space shall be within the unit, and the unit shall contain at least one bedroom of appropriate size for each two persons. Exterior doors and windows accessible from outside each unit shall be capable of being locked. An emergency exit plan shall be developed and occupants shall be apprised of the details of the plan. All emergency and safety features and procedures shall meet applicable State and local standards. (4) The unit shall be structurally sound so as not to pose any threat to the health and safety of the occupants and so as to protect the occupants from the environment. Ceilings, walls and floors shall not have any serious defects such as severe bulging or leaning, large holes, loose surface materials, severe buckling or noticeable movement under walking stress, missing parts or other serious damage. The roof structure shall be firm and the roof shall be weather tight. The exterior wall structure and exterior wall surface shall not have any serious defects such as serious leaning, buckling, sagging, cracks or holes, loose siding, or other serious damage. The condition and equipment of interior and exterior stairways, halls, porches, walkways, etc., shall be such as not to present a danger of tripping or falling. Elevators shall be maintained in safe and operating condition. Units accommodating physically handicapped occupants with wheelchairs and other special equipment shall not contain architectural barriers which impede access or use, and handrails and ramps shall be provided as appropriate. (5) The site and neighborhood shall be reasonably free from disturbing noises and reverberations and other hazards to the health, safety, and general welfare of the occupants, and shall not be subject to serious adverse environmental conditions, natural or manmade, such as dangerous walks, steps, instability, flooding, poor drainage, septic tank back -ups, sewage hazards or mudslides; abnormal air pollution, smoke or dust; excessive noise, vibrations or vehicular traffic; excessive accumulations of trash; vermin or rodent infestation; or fire hazards. The unit shall be located in a residential setting and be similar in size and appearance to housing generally found in the neighborhood, and be within walking distance or accessible via public or available private transportation to medical and other appropriate commercial and community service facilities. (6) Supportive services. (i) A planned program of adequate supportive services appropriate to the needs of the occupants shall be provided on a continual basis by a qualified Resident Assistant(s) residing in the unit, or other qualified person(s) not residing in the unit, who will provide such services on a continual, planned basis. Supportive services which are provided within the unit may include the following types of services: Counseling; social services which promote physical activity, intellectual stimulation and /or social motivation; training or assistance with activities of daily living including housekeeping, dressing, personal hygiene and /or grooming; provision of basic first aid skills in case of emergencies; supervision of self- administration of medications, diet and nutrition; and assurance that occupants obtain incidental medical care, as needed, by facilitating the making of appointments at, and transportation to, medical facilities. Supportive services provided within the unit shall not include the provision of continual nursing, medical or psychiatric care. (ii) The provision and quality of the planned program of supportive services, including the minimal qualifications, quantity and working hours of the Resident Assistant(s) living in the unit or other person(s) providing continual supportive services, shall be initially determined by the Service Agency in accordance with the standards established by the State. Compliance with these standards by the Service Agency shall be regularly monitored throughout the term of the Contract by the PHA and the State (e.g., Department of Human Resources, Mental Health, Mental Retardation, Social Services, etc.), or a local authority (other than the Service Agency providing services) designated by the State to establish, maintain and enforce such standards. (iii) A written Service Agreement, approved by the State and in effect between the Owner and the Service Agency and /or the entities which provide the necessary supportive service, shall be submitted to the PHA with the request for Lease approval. The Lease between the eligible individual and the Owner shall set forth the Owner's obligation for and means of providing these services. If the lessor provides the supportive services, a Service Agreement is not required and the provision of these services shall be incorporated into the Lease and shall be approved by the State. (See Sec. 882.2090) (2).) (7) State approval. Independent Group Residences shall be licensed, certified or otherwise approved in writing by the State (e.g., Departments of Human Resources, Mental Health, Retardation, Social Services, etc.) prior to the execution of the initial Contract. This approval shall be reexamined periodically based on a schedule established by the State. To assure that facilities and the supportive services are appropriate to the needs of the occupants, the State shall also approve the written Service Agreement (or Leases, if the provider of services is the lessor) for each Independent Group Residence. (See Sec. 882.2090)(2).) (o) Manufactured Home (1) Performance requirement. A Manufactured Home unit, whether owner or renter occupied, shall comply with the foregoing standards except for paragraph (m) of this section, Congregate Housing, and paragraph (n) of this section, Independent Group Residences. In addition, a Manufactured Home unit shall: (a) Meet the definition of a Manufactured Home set forth in Sec. 882.102, (b) Be equipped with at least one smoke detector in working condition, and (c) Must be placed on the site in a stable manner and be free from hazards such as sliding or wind damage. EXHIBIT 1 25H -42 (2) Acceptability criteria. A Manufactured Home must be securely anchored by a tie -down device which distributes and transforms the loads imposed by the unit to appropriate ground anchors to resist wind overturning and sliding. (p) Single Room Occupancy (SRO) Unit (1) Performance requirements. The foregoing standards shall apply except for paragraphs (a), (b), (c), (m), (n), and (o). (2) Each SRO unit shall be occupied by no more than one person. (3) Exterior doors and windows accessible from outside the SRO unit must be able to be locked. (4) Sanitary facilities, space and security shall meet local code standards for single room occupancy housing. In the absence of applicable local code standards, the requirements for habitable rooms used for living and sleeping purposes contained in the American Public Health Association's Recommended Housing Maintenance and Occupancy Ordinance shall be used. (q) Shared Housing (1) Applicability of housing quality standards to entire unit. The entire unit must comply with the Performance Requirements and Acceptability Criteria, as provided in paragraphs (a) and (b) of this section and in paragraphs (d) through (1) of this section. (2) Facilities available for Family. The facilities available for the use of each assisted Family in Shared Housing under the Family's Lease must include (whether in the Family's Private Space or in the Common Space) a living room, sanitary facilities in accordance with paragraph (a), and food preparation and refuse disposal facilities in accordance with paragraph (b). (3) Space and security. (i) Inapplicability of paragraph (c). Paragraph (c) of this section does not apply to Shared Housing. (ii) Performance requirement. The entire unit must provide adequate space and security for all its occupants (whether assisted or unassisted). The total number of occupants in the unit may not exceed 12 persons. Each unit must contain Private Space containing at least one bedroom for each assisted Family, plus Common Space for shared use by the occupants of the unit. The Private Space for each assisted Family must contain at least one bedroom for each two persons in the Family. (The two preceding sentences do not apply to the case of two individuals sharing a one - bedroom unit. However, in that situation, no other persons may occupy the unit.) Common Space must be appropriate for shared use by the occupants. If any members of the Family are physically handicapped (as of the time of lease approval), the unit's Common Space and the Family's Private Space must be accessible and usable by them. (iii) Acceptability criteria. The unit must contain a living room, a kitchen, bathroom(s), and bedroom(s). Persons of opposite sex, other than husband and wife or very young children, may not be required to occupy the same bedroom. Exterior doors and windows accessible from outside the unit must be lockable. (r) Smoke detectors (1) Performance requirement. After October 30, 1992, each dwelling unit must include at least one battery- operated or hard- wired smoke detector, in proper working condition, on each level of the unit. If the unit is occupied by hearing- impaired persons, smoke detectors must have an alarm system, designed for hearing- impaired persons, in each bedroom occupied by a hearing - impaired person. (2) Acceptability criteria. The smoke detector must be located, to the extent practicable, in a hallway adjacent to a bedroom, unless the unit is occupied by a hearing- impaired person, in which case each bedroom occupied by a hearing- impaired person must have an alarm system connected to the smoke detector installed in the hallway. [Code of Federal Regulations] [Title 24, Volume 4, Parts 700 to 1699] [Revised as of April 1, 1998] From the U.S. Government Printing Office via GPO Access [CITE: 24CFR882.109] [43 FR 61246, Dec. 29, 1978, as amended at 44 FR 21630, Apr. 11, 1979; 44 FR 65364, Nov. 9, 1979; 49 FR 12237, Mar. 29, 1984; 50 FR 9269, Mar. 7, 1985; 50 FR 38794, Sept. 25, 1985; 51 FR 21309, June 11, 1986; 51 FR 24324, July 3, 1986; 52 FR 1893, Jan. 15, 1987; 52 FR 9828, Mar. 27, 1987; 53 FR 4388, Feb. 16,1988; 53 FR 7734, Mar. 10, 1988; 53 FR 20801, June 6, 1988; 57 FR 33851, July 30, 1992] EXHIBIT 1 25H -43 EXHIBIT 1 EXHIBIT F SECTION 3 REPORT (see attached) 25H -44 Section 3 Summary Report Economic Opportunities for Low — and Very Low - Income Persons See page 2 for Public Reporting Burden statement U.S. Department of Housing and Urban Development Office of Fair Housing And Equal Opportunity OMB Approval No: 2529 -0043 (exp. 8/31 /2007) Hud Field Office: 1. Recipient Name & Address: (street, city, state, zip) 2. Federal Identification: (contract/award no.) 3. Dollar Amount of Award: 4. Contact Person 5. Phone: (Include area code) 6. Reporting Period: 7. Date Report Submitted: 8. Program Code (Use a separate Ll sheet for each program code) 9. Program Name: Part I: Employment and Training *' Include New Hires in columns E & F.) A Job Category B Number of New Hires C Number of New Hires that are Sec. 3 Residents D % of Aggregrate Number of Staff Hours of New Hires that are Sec. 3 Residents E" % of Total Staff Hours for Section 3 Employees and Trainees F" Number of Section 3 Employees and Trainees Professionals Technicians Office /Clerical Construction by Trade (List) Trade Trade Trade Trade Trade Other List Total " Program Codes 1 = Flexible Subsidy 2 = Section 2021811 3 = Public/Indian Housing A = Development, B = Operation C = Modernization 4 = Homeless Assistance 8 = CDBG State Administered 5 = HOME 9 = Other CD Programs 6 = HOME State Administered 10 = Other Housing Programs 7 = CDBG Entitlement Page 1 of 2 25H -45 form HUD 60002 (6/2001) Ref 24 CFR 135 Part II: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all contracts awarded on the project $ B. Total dollar amount of contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving contracts 2. Non- Construction Contracts: A. Total dollar amount all non - construction contracts awarded on the projecttactivity $ B. Total dollar amount of non - construction contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving non - construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs, to the greatest extent feasible, toward low -and very low- income persons, particularly those who are recipients of government assistance for housing. (Check all that apply.) _ ❑_ Attempted to recruit low- income residents through: local advertising media, signs prominently displayed at the project site, contracts with community organizations and public or private agencies operating within the metropolitan area (or nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods. _ ❑_ Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. _❑_ Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. _❑_ Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. _❑_ Other; describe below. Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, Searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u, mandates that the Department ensure that employment and other economic opportunities generated by its housing and community development assistance programs as directed toward low- and very-low income persons, particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients' compliance with Section 3, to assess the results of the Department's efforts to meet the statutory objectives of Section 3, to prepare reports to Congress, and by recipients as self- monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6) of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A -108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative; personal identifying information is not included. Page 2 of 2 form HUD 60002 (6/2001) Ref 24 CFR 135 W- J Form HUD - 60002, Section 3 Summary Report, Economic Opportunities for Low- and Very Low - Income Persons. Instructions: This form is to be used to report annual accomplishments regarding employment and other economic opportunities provided to low- and very low- income persons under Section 3 of the Housing and Urban Development Act of 1968. The Section 3 regulations apply to any Public and Indian Housing programs that receive: (1) development assistance pursuant to Section 5 of the U.S. Housing Act of 1937; (2) operating assistance pursuant to Section 9 of the U.S. Housing Act of 1937; or (3) modernization grants pursuant to Section 14 of the U.S. Housing Act of 1937 and to recipients of housing and community development assistance in excess of $200,000 expended for: (1) housing rehabilitation (including reduction and abatement of lead -based paint hazards); (2) housing construction; or (3) other public construction projects; and to contracts and subcontracts in excess of $100,000 awarded in connection with the Section -3- covered activity. Form HUD -60002 has three parts which are to be completed for all programs covered by Section 3. Part I relates to employment and training, The recipient has the option to determine numerical employment/training goals either on the basis of the number of hours worked by new hires (columns B, D, E and F). Part II of the form relates to contracting, and Part III summarizes recipients' efforts to comply with Section 3. Recipients or contractors subject to Section 3 requirements must maintain appropriate documentation to establish that HUD financial assistance for housing and community development programs were directed toward low- and very low- income persons.' A recipient of Section 3 covered assistance shall submit two copies of this report to the local HUD Field Office. Where the program providing assistance requires an annual performance report, this Section 3 report is to be submitted at the same time the program performance report is submitted. Where an annual performance report is not required, this Section 3 report is to be submitted by January 10 and, if the project ends before December 31, within 10 days of project completion. Only Prime Recipients are required to report to HUD. The report must include accomplishments of all recipients and their Section 3 covered contractors and subcontractors. HUD Field Office: Enter the Field Office name forwarding the Section 3 report. 1. Recipient: Enter the name and address of the recipient submitting this report. 2. Federal Identification: Enter the number that appears on the award form (with dashes). The award may be a grant, cooperative agreement or contract. 3. Dollar Amount of Award: Enter the dollar amount, rounded to the nearest dollar, received by the recipient. 4 & 5. Contact Person /Phone: Enter the name and telephone number of the person with knowledge of the award and the recipient's implementation of Section 3. 6. Reporting Period: Indicate the time period (months and year) this report covers. 7. Date Report Submitted: Enter the appropriate date. Submit one (1) copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity, at the same time the performance report is submitted to the program office. The Section 3 report is submitted by January 10. Include only contracts executed during the period specified in item 8. PHAs /IHAs are to report all contracts /subcontracts. The terms "low- income persons" and very low- income persons" have the same meanings given the terms in section 3 (b) (2) of the United States Housing Act of 1937. Low - income persons mean families (including single persons) whose incomes do not exceed 80 per centum of the median income for the area , as determined by the Secretary, with adjustments for smaller and larger families, except that Page 8. Program Code: Enter the appropriate program code as listed at the bottom of the page. 9. Program Name: Enter the name of HUD Program corresponding with the "Program Code" in number 8. Part I: Employment and Training Opportunities Column A: Contains various job categories. Professionals are defined as people who have special knowledge of an occupation (i.e. supervisors, architects, surveyors, planners, and computer programmers). For construction positions, list each trade and provide data in columns B through F for each trade where persons were employed. The category of "Other" includes occupations such as service workers. Column B: Enter the number of new hires for each category of workers identified in Column A in connection with this award. New Hire refers to a person who is not on the contractor's or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column C: Enter the number of Section 3 new hires for each category of workers identified in Column A in connection with this award. Section 3 new hire refers to a Section 3 resident who is not on the contractor's or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column D: Enter the percentage of all the staff hours of new hires (Section 3 residents) in connection with this award. Column E: Enter the percentage of the total staff hours worked for Section 3 employees and trainees (including new hires) connected with this award. Include staff hours for part-time and full -time positions. Column F: Enter the numbers of Section 3 residents that were employed and trained in connection with this award. Part II: Contract Opportunities Block 1: Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project1program. Item B: Enter the total dollar amount of contracts connected with this project/program that were awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Block 2: Non - Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Part III: Summary of Efforts —Self-explanatory The Secretary may establish income ceiling higher or lower than 80 per centum of the median for the area on the basis of the Secretary's findings such that variations are necessary because of prevailing levels of construction costs or unusually high- or low- income families. Very low - income persons mean low- income families (including single persons) whose incomes do not exceed 50 per centum of the median family income area, as determined by the Secretary with adjustments or smaller and larger families, except that the Secretary may establish income ceilings higher or lower than 50 per cent of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low family incomes. 25H -47 form HUD 60002 (6/2001) Ref 24 CFR 135 EXHIBIT G CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION - LOWER TIER COVERED TRANSACTIONS 24 CFR Part 24, Appendix B Instructions for Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification 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 lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of charged circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, ep rson, primary covered transaction, principal, rp oposal, 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 lower tier participant 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 department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction," 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 Non - procurement EXHIBIT 1 wmmln•� List (Tel #). 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 department or agency with which this transaction originated may pursue available remedies, including suspension and /or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions (1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is 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 lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Dated: EXHIBIT 1 [PROJECT SPONSOR] WMEMV EXHIBIT H CERTIFICATION REGARDING LOBBYING 24 CFR Part 87, Appendix A Certification for Contract, Grants, Loans and Cooperative Agreements The undersigned certifies, 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 an 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 of 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 Standard Form -LLL, 'Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. EXHIBIT 1 25H -50 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. Dated: EXHIBIT 1 M. [PROJECT SPONSOR] 25H -51 EXHIBIT I FREE RECORDING REQUESTED (Gov't Code Section 6103) RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: The City of Santa Ana 20 Civic Center Plaza (M -37) P.O. Box 1988 Santa Ana, California 92702 AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY THIS AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement Containing Covenants ") is entered into this day of , 20 , by and between MERCY HOUSE LIVING CENTERS, INC. ( "Project Sponsor "), a California non -profit public benefit corporation, and THE CITY OF SANTA ANA, a charter city and municipal corporation ( "City "). WHEREAS, City is responsible for administering the use of certain funds ( "HOPWA Funds ") made available by the United States Department of Housing and Urban Development ( "HUD ") under the Housing Opportunities for Persons With AIDS Program (the " HOPWA Program "); and WHEREAS, for the purpose of effectuating the HOPWA Program, the Agency and Developer have entered into that certain Grant Agreement for Rehabilitation of a Single Family House, dated concurrently herewith, (the "Grant Agreement "), pursuant to which City made a grant to Project Sponsor for the rehabilitation of a single family home of which two bedrooms will be for individuals with acquired immunodeficiency syndrome ( "AIDS ") located in the City of Anaheim, California, and more particularly described in Exhibit A attached hereto and incorporation hereby by this reference (the "Property "); and WHEREAS, with the funds made available to Project Sponsor by City pursuant to the Grant Agreement, Project Sponsor will rehabilitate the Property; and WHEREAS, the Grant Agreement contains certain provisions relating to the use of the Property with respect to which the parties have agreed to execute and record this Agreement Containing Covenants. NOW, THEREFORE, CITY AND PROJECT SPONSOR COVENANT AND AGREE AS EXHIBIT 1 25H -52 FOLLOWS: I. Project Sponsor covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Project Sponsor, such successors, and such assigns shall devote the Property (or any part thereof), to the uses specified therefor in the Grant Agreement, the scope of rehabilitation approved pursuant to the Grant Agreement, and this Agreement Containing Covenants. 2. Project Sponsor shall assure that the Property shall be used only for housing for Eligible Persons and their Families. a. "Eligible Person" shall mean a person with AIDS or a related disease who is a very low - income individual, and the person's Family. b. "Family" shall mean a household composed of two or more related persons. The term "Family" also includes one or more Eligible Persons who are determined to be important to their care or well- being, and the surviving member or members of any family described in this paragraph who were living in a dwelling unit on the Property with the person with AIDS at the time of his or her death. C. "Very Low - Income Individual" mean any individual or family whose income does not exceed 50% of the median income for the area, as determined by HUD, with adjustments for household size. Notwithstanding the foregoing, the surviving member or members of a Family who were living in a dwelling unit on the Property at the time of the death of the person with AIDS may continue to occupy the Property for a period of up to thirty (30) days following the death of the person with AIDS. 3. The rent charged by Project Sponsor for any dwelling unit within the Property shall be the product of 30 % times 50 % of the area median income adjusted for family size (less utility allowance appropriate for the Unit). Except for rent, Project Sponsor shall not charge any fee of any Eligible Person for any housing or services provided with HOPWA Funds. 4. Project Sponsor covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, national origin, sex, age, disability, marital status, sexual preference, creed, ancestry, medical condition, Acquired Immune Deficiency Syndrome (AIDS), acquired or perceived, or retaliation for having filed a discrimination complaint, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Project Sponsor itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. EXHIBIT 1 25H -53 5. Project Sponsor shall file with City an Annual Report (herein referred to as the "Annual Report") within sixty (60) days following the end of each calendar year, commencing with the end of the calendar year during which the rehabilitation of the Property is completed. The Annual Report shall include, and shall contain a certification with regard to, the rental rate and the income and family size of the occupants for each dwelling unit on the Property who have inhabited the Property during the previous calendar year. Project Sponsor shall obtain the income information required to be included in the Annual Report from the occupants of the Property. Any lease or other agreement that Project Sponsor requires occupants of the dwelling units on the Property to execute shall require the occupants to provide such income information upon the request of Project Sponsor. The Annual Report shall contain a certification by Project Sponsor as to such other information as the City Manager may reasonably require. 6. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that City shall be deemed a beneficiary of the covenants and agreements provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of City, and such covenants shall run in favor of City for the entire period during which such covenants shall be in force and effect, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. City shall have the right, in the event of any breach of any such covenant or agreement, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of covenant or agreement. 7. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement Containing Covenants shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest on the Property, provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. Only City, its successors and assigns, and Project Sponsor and successors and assigns of Project Sponsor in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or other restrictions contained in this Agreement Containing Covenants, or to subject the Property to additional covenants, easements or other restrictions. City, its successors and assigns, and Project Sponsor and the successors and assigns of Project Sponsor in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements, or restrictions contained in this Agreement Containing Covenants or to subject the Property to additional covenants, easements, or other restrictions without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having any interest less than a fee in the Property. 9. The covenants established in this Agreement Containing Covenants, shall, without regard to technical classification and designation, be binding on Project Sponsor and any successor EXHIBIT 1 25H -54 in interest to the Property or any part thereof for the benefit and in favor of City, its successors and assigns, and City. The covenants contained in this Agreement Containing Covenants shall remain in effect for ten (10) years from the date on which the Certificate of Occupancy or Notice of Completion of rehabilitation is filed /issued. IN WITNESS WHEREOF, City and Project Sponsor have executed this Agreement Containing Covenants. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa E. Storck Assistant City Attorney EXHIBIT 1 THE CITY OF SANTA ANA By: Paul Walters City Manager MERCY HOUSE LIVING CENTERS, INC., a California non - profit public benefit corporation 25H -55 EXHIBIT A LEGAL DESCRIPTION ALSO REFERENCED AS 9511 S. MILLS END ROAD, ANAHEIM APN 127- 231 -63 Subject property is situated in the County of Orange, State of California and described as follows: Parcel A: That portion of Section 18, Township 4 South, Range 10 West, in the Rancho Los Coyotes, in the County of Orange, State of California, as shown on Map recorded in Book 51, Page 10 of Miscellaneous Maps, records of said Orange County, California, described as follows: Parcel 1, as shown on a Map filed in Book 126, Pages 27 and 28 of Parcel Maps, in the Office of the County recorder of Orange County, California. Parcel B: As easement for ingress and egress over that certain parcel delineated as "Mills End ", as shown on a Map filed in Book 126, Pages 27 and 28 of Parcel Maps, in the Office of the County recorder of Orange County, California. 25H -56 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: AGREEMENT TO PROVIDE ANNUAL SOFTWARE MAINTENANCE AND SUPPORT FOR GEOSPATIAL TECHNOLOGIES, INC. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1St Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with GeoSpatial Technologies, Inc., for the software application maintenance and customer support in an amount not to exceed $20,898, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On December 16, 2008, Council approved the agreement with Geospatial Technologies, to purchase Automatic Vehicle Locator System (AVL) and provide software maintenance and support for the AVL system. This system enables the Santa Ana Police Department the ability to track police vehicles using mapping software throughout the City of Santa Ana. The Santa Ana Police Department wishes to amend said Agreement to provide for an additional year of basic software service and maintenance. The Automatic Vehicle Locator System is proprietary and owned by GeoSpatial Technologies, Inc. and can only be serviced by this company. The recommended action will allow for continuous service to the Santa Ana Police Department. FISCAL IMPACT Funds are available in the Police Department's Computer Services fund (account no. 01114425- 62300). Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNTS: C (�,61 hr, ® F, n Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 251 -1 251 -2 FOURTH AMENDMENT TO CONSULTANT AGREEMENT This FOURTH AMENDMENT TO AGREEMENT is entered into on December, 15 2012, by and between GEOSPATIAL TECHNOLOGIES, INC., (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS: A. City and Consultant entered into Agreement #A- 2008 -332, dated December 16, 2008, (hereinafter "said Agreement ") by which City purchased from Consultant hardware and software to provide automatic vehicle locator (AVL) services and mobile mapping services for the Santa Ana Police Department. B. City and Consultant entered into a First Amendment to Consultant Agreement No. A -2010- 014, dated February 1, 2010, amending the Scope and Compensation, to purchase additional hardware to equip additional vehicles with the AVL system. C. City and Consultant entered into a Second Amendment to Consultant Agreement No. A- 2010 -241, dated December 16, 2010, amending the Scope, Compensation, Term to extend the system testing and maintenance services for an additional one -year period through December 15, 2011 and increase compensation to pay for services provided during the extended term. D. City and Consultant entered into a Third Amendment to Consultant Agreement No. A -2011- 261, dated December 15, 2011, amending the Scope, Compensation, Term to extend the system testing and maintenance services for an additional one -year period through December 15, 2012 and increase compensation to pay for services provided during the extended term. E. In accordance with the terms and conditions of said Agreement, the Parties desire to amend the scope, amend the compensation, and extend the term of said Agreement for an additional one -year period with four (4) one year options to extf end `'_ ?e agreement. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject Wall the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to include system testing and maintenance services as set forth in Exhibit A to this Fourth Amendment to Agreement. 2. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $20,898.00 to pay for the services set forth in Exhibit A to this Fourth Amendment to Agreement during the extended term. 251 -3 3. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one -year period through December 15, 2013 with the option to' extend the agreement for four (4) one year agreements thereafter. 4. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY LAURA A. ROSSINI Assistant City Attorney 251 -4 CITY OF SANTA ANA PAUL, M. WALTERS City Manager GEOSPATIAL TECHNOLOGIES, INC. (Name) (Title) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE AMENDMENT TO AGREEMENT WITH VERIZON WIRELESS DATA SERVICES FOR WIRELESS DATA SERVICES AND EQUIPMENT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amendment to the California Participating Addendum with Verizon Wireless Data Services under the Western States Contracting Alliance (WSCA) Master Agreement for Wireless Data Communications Services and Equipment through October 31, 2016, and an extension through October 31, 2019 if extended by WSCA and providing compensation of $110,000, annually, throughout the term of the agreement. DISCUSSION The Police Department and other technology supporting units currently employ wireless data communications to link officers in the field with computerized systems. These systems allow officers to obtain critical information faster and in visual format which greatly assists them in the performance of their duties. The wireless links also enable field -based officers to submit reports and other administrative documentation without leaving the field. This is an officer safety tool and facilitates the productivity of patrol /policing activities. In order to support the additional requests for wireless data communication services, the current participating addendum with Verizon Wireless Data Services under a Master Agreement with the Western States Contracting Alliance (WSCA) must be amended. The State has negotiated with Verizon to extend the term of the Master Agreement. Staff recommends that the term of the City's Participating Agreement be modified to match the agreed term of the WSCA contract for Wireless Communication & Equipment. In addition to the extension of the term, the increased usage of services necessitates that total compensation be increased, bringing the maximum total not to exceed compensation of $110,000, annually, throughout the term of the agreement. 25J -1 Amendment to Agreement with Verizon Wireless Data Services November 19, 2012 Page 2 The City may terminate at any time, without penalty, with 30 days notice. It is anticipated that the current term will be further extended through October 31, 2019. If the master agreement is extended, staff recommends that the term of the City's participating addendum be extended as well. FISCAL IMPACT Funds are budgeted and are available in the FY11 -12 Communication Services account for contractual services (account no. 10210140 - 62010). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25J -2 Amendment to Agreement between Verizon Wireless and the City of Santa Ana for Wireless Services THIS AMENDMENT TO AGREEMENT, made and entered into this 19th day of November, 2012, by and between Cellco Partnership dba Verizon Wireless, a Delaware general partnership (hereinafter "Verizon "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City ") Reference: The State of California, on behalf of the Western States Contracting Alliance ( "WSCA ") and Verizon entered into WSCA Participating Addendum Master Price Contract #7 -10- 70-16 (hereinafter "WSCA Contract'), commencing October 2010, by which Verizon has offered wireless data services for the State and participating local agencies. RECITALS A. WSCA Contract permits state and local agencies to engage in cooperative purchasing through participating agreements; and B. The City of Santa Ana executed Amendment to Agreement for Wireless Services A- 2011 -180, dated July 18, 2011, by which Verizon has been providing wireless services to the City of Santa Ana on the terms and conditions set forth in the WSCA Contract; and C. City has determined that Verizon continues to be the provider that best meets its wireless data requirements and the rates set forth in the California WSCA Contract are the most competitive rates available to the City. 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 1.1. Verizon Wireless will provide to the City wireless data communications services and equipment, including broadband wireless access and wireless voice with text and data services. 1.2. Said services shall be provided on the terms and conditions of the California WSCA Contract, attached hereto as Exhibit A and incorporated by this reference, including the scope, equipment, services, and pricing. 2. Term The term of this Agreement shall continue through October 31, 2016, which is the current term of the California WSCA Contract. In the event the California WSCA 25J -3 Contract is extended, the parties may mutually agree to an extension of this Agreement, provided such extension is in a writing signed by the City Manager on behalf of the City, and by Verizon's designated representative. 3. Compensation Pricing plans will continue as established by Verizon Wireless under the California WSCA Contract and as subscribed to by the City. Total payments by the City shall not exceed $110,000.00, annually, during the term of this Agreement; provided, however, City agrees that it is obligated to pay for any goods and services it orders and receives, and if City desires to order goods and services in excess of the amount authorized by this Agreement, the parties shall enter into an amendment to this Agreement to cover such additional expenditure. 4. Contact The contact for the City of Santa Ana is: Tom Gergen Finance and Management Services Information Services Division 20 Civic Center Plaza (M -12) Santa Ana, CA 92701 Fax 714 - 647 -5406 e -mail: tgergen(n santa- ana.orq The contact for Verizon is: Shari H. West GAE- Government & Public Education Verizon Wireless, Southern California 15505 Sand Canyon Ave, Bldg E Irvine, CA 92618 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney 25J -4 PAUL M. WALTERS City Manager CELLCO PARTNERSHIP DBA VERIZON WIRELESS Todd Loccisano Executive Director, Enterprise & Govt Contracts Tax ID # REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE AGREEMENT WITH AT &T MOBILITY NATIONAL ACCOUNTS LLC FOR WIRELESS SERVICES AND EQUIPMENT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: /_ age on= ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s1 Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize continued payment for wireless services and equipment provided pursuant to the Participating Addendum with AT &T Mobility National Accounts LLC (formerly known as New Cingular Wireless National Accounts LLC) under a master agreement with the Western States Contracting Alliance (WSCA) through October 31, 2016, and an extension through October 31, 2019, in an amount not to exceed $110,000 per year. DISCUSSION The Police Department currently employs wireless data communications from AT &T Mobility to support Global Positioning System (GPS) location services which provide Police dispatch with critical data on unit location. This is an officer safety tool and aids the productivity of patrol /policing activities. Other City Agencies including Parks and Recreation employ wireless data communications to improve the delivery of services to the community. To provide wireless data communications, the City utilizes services from AT &T Mobility National Accounts LLC (formerly known as New Cingular Wireless National Accounts LLC) under an agreement through the Western States Contracting Alliance (WSCA). This agreement was competed and negotiated on October 10, 2006. AT &T and WSCA have extended the term of the Master Agreement through October 31, 2016. Participating Agencies may extend their service contracts pursuant to the extension of the Master Agreement. This agreement with AT &T Mobility National Accounts LLC provides extremely competitive pricing with protections on future price increases. The City may terminate at any time, without penalty, with 30 days notice. It is anticipated that the current term will be further extended through October 31, 2019. If the master 25K -1 Agreement with AT &T Mobility National Accounts LLC November 19, 2012 Page 2 agreement is extended, staff recommends that the term of the City's participating addendum be extended as well. FISCAL IMPACT Funds are budgeted and are available in the FY10 -11 Communication Services account for contractual services (account no. 10210140 - 62010). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit 1: Master Service Agreement, RFP Contract #197 Exhibit 2: Participating Addendum, A- 2007 -053 Exhibit 3: Contract for Services of Independent Contractor, RFP /Contract #1523 25K -2 For Purchasing Use Only: RFP /CONTRACT # 1907 MASTER SERVICE AGREEMENT A Contract between the Western States Contracting Alliance Acting by and through the State of Nevada and - AT &T MOArI.ITY NATIONAL, ACCOUNTS IJ.0 RECITALS Whereas, pursuant to Nevada Revised Statute (NRS) 277.100, NRS 277.110, NRS 333.162(1)(d), and NRS 333.480 the Chief of the Purchasing Division of Nevada is authorized to enter into cooperative group - contracting consortium; Whereas, WSCA issued Request for Proposal #1907 for Wireless Voice Service, Wireless Broadband Service, Accessories and Equipment, dated February 3, 2011, as amended, which is attached hereto and incorporated herein as Attachment BB (the "Solicitation "); Whereas, Contractor submitted its Response to the Solicitation, which is attached hereto and incorporated herein as Attachment CC (the "Response "); Whereas, on or about May 24, 2011, and in connection with the Solicitation, WSCA gave notice of its intent to award contracts to certain entities including Contractor (the "Notice of Intent to Award "); Whereas, WSCA and Contractor intend to enter into a contract in connection with the Solicitation and the Notice of Intent to Award that operates to both (a) set forth terms and conditions applicable between WSCA and/or the Lead State, and Contractor with respect to the overall procurement; and (b) set forth the primary, first -in- precedence terms and conditions applicable between Contractor and Participating Entities participating in the Contract. In consideration of the above premises, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: 1. REQUIRED APPROVAL. The Master Service Agreement (aka the "Contract ") shall not become effective until and unless approved by the WSCA Directors. Page I of 19 25K -3 2. DEFINITIONS. 2.1 "Contract" and "Master Service Agreement" mean this document, entitled "Master Service Agreement," including, without limitation, Contractor's Special Terms and Conditions, as may be amended by the Lead State, and Contractor, together with other incorporated documents as more fully described in §5 herein. 2.2 "Contractor" means the vendor entity that, along with WSCA, is a party to the Contract and that performs services and/or provides goods for WSCA under the Contract. 2.3 "Fiscal Year" is the Lead State's fiscal year, which is the period beginning July 1 and ending June 30 of the following year. 2.4 "Participant" and /or "Participating State" means a state or other authorized entity that (a) has executed a Participating Addendum; or (b) has signed (and not revoked) an Intent to Contract at the time of the award of this Contract. 2.5 "Participating Addendum" and /or "PA" mean an agreement between Contractor and a Participant, in form and substance substantially similar to Exhibit 1 to the Special Terms and Conditions, through which such Participant participates in the Contract. 2.6 "Participating Entity" and /or "Buyer" mean a Participant, Participating State or other entity properly authorized by a Participant to purchase services and products under the Contract, or that otherwise participates in the Contract through the corresponding Participating Addendum. 2.7 "Special Terms and Conditions" means Contractor's additional terms and conditions, unique to Contractor with respect to its corresponding services and products, which are attached hereto and incorporated herein as Attachment AA. 2.8 "State" and /or "Lead State" means the State of Nevada and its state agencies, officers, employees and immune contractors as defined in NRS 41.0307, and for purposes of this Contract, the Lead State is acting on behalf of WSCA with the authority to enter into, and amend the Contract. 2.9 "Sub -PA" means a document executed by a Participating Entity participating in an existing PA pursuant to which separate terms and conditions applicable only to that Participating Entity and other authorized entities. 2.10 "Total Wireless Spend" means, with respect to the WSCA Administration Fee, the total amount of the charges set forth on the invoices sent by Contractor to Participating Entities under the Contract, less taxes and surcharges. 2.11 "WSCA" means the Western States Contracting Alliance, a cooperative group- contracting consortium for state government departments, institutions, agencies and political subdivisions (i.e.,' Page 2of19 25K -4 colleges, school districts, counties, cities, etc.,) for the states of Alaska, Arizona, California, Colorado, Hawai'i, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington and Wyoming. 3. CONTRACT TERM. The Contract shall be effective from ar 4 (SI ;;�o J�7— to October 31, 2016, (subject to the WSCA Directors' approval), unless sooner terminated by either Party as specified in paragraph 21 herein. Each Participating Addendum executed in connection with the Contract shall be effective from its corresponding effective date through the end of the Contract's term, unless otherwise specified in that Participating Addendum. Notwithstanding the foregoing, Contractor and the Lead State acknowledge and agree that Contractor may enter into a Participating Addendum with any Participant hereunder on or after this Contract's "effective from "date upon approval of the Lead State. Any such Participating Addendum so executed will be subject to the terms and conditions of this Contract. 4. CANCELLATION; NOTICE. The Contract may be canceled by either the Lead State or Contractor upon written notice sixty (60) days prior to the effective date of the cancellation. Cancellation of the Contract due to Contractor's default may be immediate. Further, any Participant may cancel its Participating Addendum upon thirty (30) days written notice to Contractor, unless otherwise limited or stated in the Participating Addendum. Any cancellation under this provision (a) may be in whole or in part; and (b) shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of any Participating Entity to indemnification by the Contractor, rights of payment for goods /services delivered and accepted, and rights attending any warranty or default in performance in association with any order. 5. INCORPORATED DOCUMENTS; ORDER OF PRECEDENCE. The Contract consists of this document, entitled "Master Service Agreement," together with the following incorporated documents; Contractor's Special Terms and Conditions, the Solicitation, and the Response. The document entitled Master Service Agreement together with the Contractor's Special Terms and Conditions are intended by the Parties to be the primary Participating Entity- facing contractual document in connection with the Solicitation. To participate in the Contract, each Participating Entity must do so pursuant to a Participating Addendum. In the event of any conflict between the terms and conditions of any of the documents comprising or related to the Contract, the following order of precedence will control: 1. The applicable Participating Addendum and/or Sub -PA; 2. The Master Service Agreement; 3. Contractor's Special Terms and Conditions (Attachment AA); 4. The Solicitation (Attachment BB); 5. The Response (Attachment CC); 6. Any individual order placed on the Contract by a Participating Entity Notwithstanding the foregoing, Contractor and WSCA expressly acknowledge and agree that the terms and conditions unique to the states of Arizona, Montana, Oregon, and Utah, which were included under Attachment K of the Solicitation, were for informational purposes only and are NOT incorporated into the Contract by inclusion in the Solicitation. Page 3 of 19 25K -5 The parties acknowledge and agree that each Participating Addendum executed in accordance herewith incorporates the terms and conditions of the Contract, and that the corresponding Participating Entities will be bound to the terms and conditions of that Participating Addendum and the Contract. Neither the Special Terms and Condition, nor any purchase order(s) issued under the Contract shall contradict or supersede any terms and conditions in the Contract without written evidence of mutual assent to such change(s) between Contractor and the Lead State. 6. [OMITTED] 7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of this Contract are also specifically a part of this Contract and are limited only by their respective order of precedence and any limitations specified. 8. [OMITTED] 9. [OMITTED] 10. [OMITTED] 11. CONSIDERATION. The parties agree that Contractor will provide the services and products specified in, and in accordance with the Contract. Contracted prices represent ceiling prices for the supplies and services offered. Contractor shall report to the Lead State any price reduction or discount, or other more favorable terms offered to any Participating Entity and the Contractor agrees to negotiate in good faith to re- establish ceiling prices or other more favorable terms and conditions applicable to future orders. Bid prices must remain firm for the full term of the Contract. In the case of error in the extension of prices in the bid, the unit prices will govern. WSCA does not guarantee to purchase any amount under this Contract. Estimated quantities in the Solicitation are for bidding purposes only and are not to be construed as a guarantee to purchase any amount. If Contractor has quoted a cash discount based upon early payment; discounts offered for less than thirty (30) days have not been considered in making the award. WSCA is not liable for any costs incurred by the bidder in proposal preparation. 12. PAYMENT. Payment is normally made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After forty -five (45) days the Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a Participating State's "Purchasing Card." 13. TAXES. 13.1 Payable By Participating Entities. Prices shall be exclusive of state sales and federal excise taxes. Participating Entities may be required to show proof of any tax exemptions. Where a Page 4 of 19 6 Participating Entity is not exempt from sales taxes on sales within its state, such Participating Entity will be liable for such taxes, and Contractor shall add the sales taxes on the billing invoice as a separate entry. 13.2 Payable by Contractor. Contractor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law for it to pay. The Lead State's applicable real property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157 and NRS 361.159. Contractor agrees to be responsible for payment of any such applicable government obligations not paid by its subcontractors during performance of this Contract. The Lead State may set -off against consideration due any delinquent government obligation owed the Lead State in accordance with NRS 353C.190. 14. FINANCIAL OBLIGATIONS OF PARTICIPATING ENTITIES. Participating Entities' financial obligations are limited to such entities having available funds. Participants incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the Solicitation, the resulting award(s) will be permissive. 15. ORDER NUMBERS. To the extent described in the Response, Contract order -and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. 16. WSCA ADMINISTRATION FEE; REPORTS. The Contractor will pay WSCA an Administration Fee of 1 /10th of 1% (one -tenth of one percent) of the Total Wireless Spend, pursuant to the schedule of payments set forth in the Solicitation and Attachment G thereto. The Contractor shall submit quarterly reports to the WSCA Contract Administrator in accordance with the requisites of Attachment G to the RFP. 17. DELIVERY. The prices bid shall be the delivered price to any Participating Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain with the Contractor until final inspection and acceptance, when responsibility shall pass to the Participating Entity except as to latent defects, fraud and Contractor's warranty obligations. 18. HAZARDOUS CHEMICAL INFORMATION. The Contractor will provide one set of the appropriate material safety data sheet(s) and container label(s) upon delivery of a hazardous material to any Participating Entity. All safety data sheets and labels will be in accordance with each Participating State's requirements. 19. INSPECTIONS. Goods furnished under the Contract shall be subject to inspection and test by the Participating Entity at times and places determined by the Participating Entity. If the Participating Entity finds goods furnished to be incomplete or in non - compliance with the Contract, the Participating Entity may reject the goods and require Contractor to either correct them without charge or deliver them at a reduced price which is equitable under the circumstances. If Contractor is unable or refuses to correct such goods within a time deemed reasonable by the Participating Entity, the Participating Entity may cancel Page 5 of 19 25K -7 the order in whole or in part. Nothing in this paragraph shall adversely affect the Participating Entity's rights including the rights and remedies associated with revocation of acceptance under the Uniform Commercial Code. 20. INSPECTION & AUDIT. 20.1 WSCA's Rights. The inspection and audit provisions of this §20.1 run to the benefit of WSCA, not to Participating Entities. a. I Books and Records. Contractor will maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the Contractor for costs authorized by the Contract. Contractor agrees to keep and maintain under generally accepted accounting principles (GAAP) full, true and complete records, contracts, books, and documents as are necessary to fully disclose to WSCA, the Lead State or United States Government, or their authorized representatives, upon audits or re- views, sufficient information to determine compliance with all state and federal regulations and statutes. b. Inspection & Audit. Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting documentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, with or without notice by WSCA; the United States Government; the State Auditor or its contracted examiners, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives. All subcontracts shall reflect requirements of this paragraph. C. Period of Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimum four (4) years after the Contract terminates or or until all audits initiated within the four (4) years have been completed, whichever is later, and for five (5) years if any federal funds are used in the Contract. The retention period runs from the date of payment for the relevant goods or services by the State, or from the date of termination of the Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. 20.2 Participating Entities' Rights. Ountractor will provide each Participating Entity with reasonable access to Contractor's books and records related to the corresponding Participating Entity's payments and participation in the Contract. Page 6 of 19 W ffge� 21. DEFAULT; REMEDIES. 21.1. WSCA's Rights Upon Default. Any of the following events shall constitute cause for WSCA to declare Contractor in default of the Contract: (1) nonperformance of contractual requirements under the Contract; and/or (2) a material breach of any term or condition of the Contract. In order to -declare Contractor in default, WSCA shall issue a written notice of default providing a period in which Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not diminish or eliminate Contractor's liability for damages otherwise available under the Contract. If the default remains after Contractor has been provided the opportunity to cure, WSCA may do one or more of the following: (1) exercise any remedy provided by law; (2) terminate the Contract or portions thereof; and /or (3) suspend Contractor from receiving future bid solicitations. 21.2 Participating Entity's Rights Upon Default. Any of the following events shall constitute cause for a Participating Entity to declare Contractor in default of the corresponding Participating Addendum or Sub -PA: (1) non - performance of contractual requirements; and /or (2) Contractor's material breach of any term or condition of the Participating Addendum or Sub -PA. In order to declare Contractor in default, a Participating Entity shall issue a written notice of default providing a period in which Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not diminish or eliminate Contractor's liability for damages otherwise available under the Participating Addendum. If the default remains after Contractor has been provided the opportunity to cure, the Participating Entity may do one or more of the following: (1) exercise any remedy provided by law; (2) terminate the Participating Addendum, Sub -PA, or portions thereof. 21.3 No Cross Termination. Notwithstanding the foregoing, in the event of a default by Contractor hereunder, then (a) an individual Participating Entity may not terminate the Contract but, instead, may only terminate its own PA; (b) WSCA may not terminate an individual Participating Addendum or Sub -PA, except as a consequence of its termination of the Contract; and (c) a Participating Entity that is not (i) concurrently the Participant or Participating State under the corresponding Participating Addendum, or (ii) a party to a valid Sub - Participation Addendum, may not terminate the corresponding Participating Addendum or Sub -PA and, instead may only terminate any outstanding, unfilled purchase orders made in connection with the corresponding Participating Addendum or Sub -PA. 21.4 Post - Termination Issues. In the event of termination of the Contract or a Participating Addendum for any reason, the parties agree that the provisions of this paragraph survive termination: a. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under the. Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; b. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by WSCA or a Participating Entity; Page 7 of 79 , J C. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this contract if so requested by WSCA; d. Contractor shall preserve, protect and promptly deliver into WSCA's possession all of WSCA's proprietary information in accordance with paragraph (31). 22. REMEDIES NON - EXCLUSIVE. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a prevailing party reason- able attorneys'. fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without limitation $125 per hour for attorneys employed by the Lead State. The Lead State may set off consideration against any unpaid obligation of Contractor to Lead State in accordance with NRS 353C.190, or the applicable Participating Addendum. A Participating Entity's right of set -off shall be in accordance with the law of the Participating Entity's state, and the provisions of the applicable Participating Addendum. 23. LIMITED LIABILITY. The Lead State will not waive and intends to assert available NRS chapter 41 liability limitations in all cases. Contract liability of Contractor, WSCA, the Lead State, and/or any and all Participating Entities shall not be subject to punitive damages. In no event shall Contractor be liable for inability of users to access 911 or E911 service. In no event shall either Contractor, WSCA, the Lead State and/or any and all Participating Entities be liable for any indirect, special, consequential or incidental damages, however caused, which are incurred by the other party and which arise out of any act or failure to act relating to this agreement, even if such party has been advised of the claim or potential claim or the possibility of such damages, and in no event shall either party be liable to the other party for punitive damages. 24. FORCE MAJEURE. Neither party to this Contract shall be deemed to be in violation of this Contract if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the terms of the Contract after the intervening cause ceases. WSCA may terminate this Contract after determining such delay or default will reasonably prevent successful performance of the Contract. 25. INDEMNIFICATION. 2.5.1 Contractor's Obligations to WSCA. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the Lead State's right to participate, the Lead State and /or WSCA from and against all liability, claims, actions, damages, losses, and expenses, includ- ing, without limitation, reasonable attorneys' fees and costs, arising out of any alleged negligent or willful acts or omissions of Contractor, its officers, employees and agents. Page 8 of 19 25K -10 25.2 Contractor's Obligations to Participating Entities. The Contractor shall release, protect, indemnify and hold Participating Entities and their officers, agencies, employees, harmless from and against any damage, cost or liability, including reasonable attorney's fees for any or all injuries to persons, property or claims for money damages arising from acts or`omissions of the contractor, his employees or subcontractors or volunteers. 25.3 Exception. Contractor will not be liable for damages that are the result of negligence or willful misconduct by WSCA, the Participating Entities, and/or their respective employees, officers and agencies. 26. INSURANCE SCHEDULE. Unless expressly waived in writing by the Lead State or Participating States, Contractor, as an independent contractor and not an employee of the Lead State or Participating States, must carry policies of insurance in amounts specified in this Insurance Schedule and/or any Insurance Schedule agreed by Contractor and a Participating State via a participating addendum, and pay all taxes and fees incident hereunto. The Lead State and Participating States shall have no liability except as specifically provided in the Contract. The Contractor shall not commence work before: 1) Contractor has provided the required evidence of insurance to the Lead State. The Lead State's approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent this Contract. Any failure of the Lead State to timely approve shall not constitute a waiver of the condition. Insurance Coverage: The Contractor shall, at the Contractor's sole expense, procure, maintain and keep in force for the duration of the Contract the following insurance conforming to the minimum requirements specified below. Unless specifically stated herein or otherwise agreed to by the Lead State, the required insurance shall be in effect prior to the commencement of work by the Contractor and shall continue in force as appropriate until the latter of: 1. Final acceptance by the Lead State of the completion of this Contract; or 2. Such time as the insurance is no longer required by the Lead State under the terms of this Contract. Any insurance or self - insurance available to the Lead State shall be excess of and non - contributing with any insurance required from Contractor. Contractor's required insurance policies shall apply on a primary basis. Until such time as the insurance is no longer required by the Lead State, Contractor shall provide the Lead State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the Contract, an insurer or surety shall fail to comply with the requirements of this Contract, as soon as Contractor has knowledge of any such failure, Contractor shall immediately notify the State and immediately replace such insurance or bond with an insurer meeting the requirements. Contractor agrees that the following insurance coverages and policy limits shall also apply to, and operate for the benefit of, each Participating Entity that participates in this Contract pursuant to a Participating Entity. Page 9 of 19 25K -11 Workers' Compensation and Em to er's Liability Insurance Contractor shall provicle proof of worker's compensation insurance. 2) Employer's Liability insurance with a minimum limit of $500,000 each employee per accident for bodily injury by accident or disease. Commercial General Liability Insurance 1) Minimum Limits required: $25,000,000.00 General Aggregate $25,000,000.00 Products & Completed Operations Aggregate $5,000,000.00 Personal and Advertising Injury $5,000,000.00 Each Occurrence 2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO form CG 00 01 (or a substitute form providing equivalent coverage); and shall cover liability arising from premises, operations, independent contractors, completed operations, personal injury, products, civil lawsuits, Title VII actions and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Business Automobile Liability Insurance 1) Minimum Limit required: $Waived Each Occurrence for bodily injury and property damage. �) Coverage shall be for "any auto" (including owned, non -owned and hired vehicles). The policy shall be written on ISO form CA 00 01 or a substitute providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Professional Liabilitv Insurance Minimum Limit required: $ Waived Each Claim 2) Retroactive date: Prior to commencement of the performance of the Contract 3) Discovery period: Three (3) years after termination date of Contract. 4) A certified copy of this policy may be required. Umbrella or Excess Liability Insurance 1) May be used to achieve the above minimum liability limits. 2) Shall be endorsed to state it is "As Broad as Primary Policy" Commercial Crime Insurance Minimum Limit required: $Waived Per Loss for Employee Dishonesty This insurance shall be underwritten on a blanket form amending the definition of "employee" to include all employees of the Vendor regardless of position or category. General Requirements: b. Waiver of Subrogation: Each liability insurance policy shall provide for a waiver of subrogation as to additional insureds. c. Cross - Liabilitv: All required liability policies shall provide cross - liability coverage as would be achieve under the standard ISO separation of insureds clause. d. Deductibles and Self - Insured Retentions: Any deductible or self - insured retention shall be at the sole risk of the Contractor. e. Policy Cancellation: Except for ten (10) days notice for non - payment of premium, each insurance policy shall be endorsed to state that; without thirty (30) days prior written notice to the Lead State, the policy shall not be canceled or non - renewed, and shall provide that notices required by this paragraph shall be sent by mail to the address identified on page 1 of the Contract. Page 10 of 19 25K -12 £ Approved Insurer: Each insurance policy shall be: 1) Issued by insurance companies authorized to do business in the Lead State and Participating States or eligible surplus lines insurers acceptable to the Lead State and Participating States and having agents upon whom service of process may be made, and 2) Currently rated by A.M. Best as "A -VII" or better. Evidence of Insurance: Prior to the start of any Work, Contractor must provide the following documents to the Lead State: 1) Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar must be submitted to the State to evidence the insurance policies and coverages required of Contractor. 2) Schedule of Underling Insurance Policies: If Umbrella or Excess policy is evidenced to comply with minimum limits, a copy of the Underlyer Schedule from the Umbrella or Excess insurance policy may be required. Review and Approval: Documents specified above must be submitted for review and approval by the Lead State prior to the commencement of work by Contractor. Neither approval by the Lead State nor failure to disapprove the insurance furnished by Contractor shall relieve Contractor of Contractor's full responsibility to provide the insurance required by this Contract. Compliance with the insurance requirements of this Contract shall not limit the liability of Contractor or its sub - contractors, employees or agents to the Lead State or others, and shall be in addition to and not in lieu of any other remedy available to the Lead State or Participating States under this Contract or otherwise. Mail all required insurance documents to the Lead State identified on page one of the Contract 27. COMPLIANCE WITH LEGAL OBLIGATIONS. Any and all supplies, services and equipment bid and furnished shall comply fully with all applicable Federal and State laws and regulations. Contractor shall procure and maintain for the duration of this Contract any state, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract. 28. WAIVER OF BREACH. Failure to declare a breach or the actual waiver of any particular breach of the Contract or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach. 29. SEVERABILITY. If any provision of this Contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and_ obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. 30. ASSIGNMENT/DELEGATION. To the extent that any assignment of any right under this Contract changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the performance of this Contract, attempts to operate as a novation, or includes a waiver or abrogation of any defense to payment by State, such offending portion of the assignment shall be void, and shall be a breach of this Contract. Contractor shall not assign, sell, transfer; subcontract or sublet rights, or Page 11 of 19 25K -13 delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the WSCA Contract Administrator, which approval shall not be unreasonably withheld. 31. OWNERSHIP OF PROPRIETARY INFORMATION. Any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code, or any other documents or drawings, prepared or in the course of preparation by Contractor (or its subcontractors) specifically for WSCA in performance of Contractor's obligations under this Contract (collectively, the "Specially Prepared Proprietary Information ") shall be the exclusive property of WSCA and all such Specially Prepared Proprietary Information, that has not already been delivered into WSCA's possession, shall be delivered into WSCA possession by Contractor upon completion, termination, or cancellation of this Contract. For purposes of this delivery obligation, Contractor shall provide the Specially Prepared Information to the Lead State. Contractor shall not use, willingly allow, or cause'to have such Specially Prepared Information used for any purpose other than performance of Contractor's obligations under this Contract without the prior written consent of WSCA. Notwithstanding the foregoing, unless otherwise specifically stated in the Contract, neither WSCA nor any Participating Entities shall have any proprietary interest in any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code, or any other documents or drawings, any pre- existing works or materials, or any materials licensed to WSCA (or otherwise provided for WSCA's use) that are NOT specifically prepared by Contractor for WSCA in performance of Contractor's obligations under this Contract, whether such materials are subject to patent, trademark or copyright protection or otherwise. 32. PATENTS, COPYRIGHTS, ETC. The Contractor shall release, indemnify and hold WSCA, the Lead State, and Participating States and their officers, agents and employees harmless from liability of any kind or nature, including the Contractor's use of any copyrighted or un- copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this Contract. 33. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from Contractor may be open to public inspection and copying. The Lead State will have the duty to disclose unless a particular record is made confidential by law or a common law balancing of interests. Contractor may label specific parts of an individual document as a "trade secret" or "confidential" in accordance with NRS 333.333, provided that Contractor thereby agrees to indemnify and defend the Lead State for honoring such a designation. The failure to so label any document that is released by the Lead State shall constitute a complete waiver of any and all claims for damages caused by any release of the records. The above provision applies to WSCA and the Lead State, and does not inure to the benefit of Participating Entities. Information or documents produced or received by a Participating Entity in connection with participation in this Contract shall be subject to the public records laws of the Participating Entity's state, and the provisions of the applicable Participating Addendum. 34. CONFIDENTIALITY. Contractor shall comply with applicable laws with respect to confidentiality of all information, in whatever form, produced, prepared, observed or received by Page 12 of 19 25K -14 Contractor in connection with the Contract. Unless otherwise mandated by court order, or unless otherwise required by applicable law, Contractor shall keep confidential all information observed or received by Contractor in connection with the Contract to the extent that such information is made confidential under the terms of this Contract. 35. NONDISCRIMINATION. Contractor agrees to abide by the provisions of Title VI and Title VII of the Civil Rights Act of 1964 (42 USC 2000e), which prohibit discrimination against any employee or applicant for employment, or any applicant or recipient of services, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order No. 11246, as amended, which prohibits discrimination on basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age, and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Contractor further agrees to furnish information and reports to requesting Participating Entities, upon request, for the purpose of determining compliance with these statutes. Contractor agrees to comply with each individual Participating State's certification requirements, if any, as stated in the special terms and conditions. This Contract may be canceled if the Contractor fails to comply with the provisions of these laws and regulations. Contractor must include this provision in very subcontract relating to purchases by the States to insure that subcontractors and vendors are bound by this provision. 36. FEDERAL FUNDING. In the event federal funds are used for payment of all or part of this Contract: a. Contractor certifies, by signing this Contract, 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. This certification is made pursuant to the regulations implementing Executive Order 12549, Debarment and Suspension, 28 C.F.R. pt. 67, §67.510, as published as pt. VII of the May 26, 1988, Federal Register (pp. 19160 - 19211), and any relevant program- specific regulations. This provision shall be required of every subcontractor receiving any payment in whole or in part from federal funds. b. Contractor and its subcontractors shall comply with all terms, conditions, and requirements of the Americans with Disabilities Act of 1990 (P.L. 101 -136), 42 U.S.C. 12101, as amended, and regulations adopted thereunder contained in 28 C.F.R. 26.101- 36.999, inclusive, and any relevant program - specific regulations. C. Contractor and its subcontractors shall comply with the requirements of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, P.L. 93 -112, as amended, and any relevant program - specific regulations, and shall not discriminate against any employee or offeror for employment because of race, national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and AIDS- related conditions.) Page 13 of 19 25K -15 37. LOBBYING. The parties agree, whether expressly prohibited by federal law, or otherwise, that no funding associated with this Contract will be used for any purpose associated with or related to lobbying or influencing or attempting to lobby or influence for any purpose the following! a. Any federal, state, county or local agency, legislature, commission, counsel or board; b. - Any federal, state, county or local legislator, commission member, counsel member, board member, or other elected official; or C. Any officer or employee of any federal, state, county or local agency; legislature, commission, counsel or board. 38. NON - COLLUSION. Contractor certifies that this Contract and the underlying bid, have been arrived at independently and have been without collusion with, and without any agreement, understanding or planned common course of action with, any other vendor of materials, supplies, equipment or services described in the invitation to bid, designed to limit independent bidding or competition. 39. WARRANTIES. Contractor warrants that all services, deliverables, and/or work product under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry. Except as specifically set forth above, Contractor makes no representations or warranties, express or implied, and specifically disclaims any representation or warranty of merchantability, fitness for a particular purpose, title, non - infringement or any warranty arising by usage of trade or course of dealing. Further, Contractor makes no representation or warranty that wireless calls or other transmissions will be routed or completed without error or interruption (including calls to 911 or any similar emergency response number), or guarantee regarding network security, the encryption employed by any service, the integrity of any data that is sent, backed up, stored or subject to load balancing, or that contractor's security procedures will prevent the loss or alteration of, or improper access to, a Participating Entity's data and information. Contractor does not authorize anyone to make a warranty of any kind on its behalf, and Participating Entities should not rely on anyone making such statements. Contractor is not the manufacturer of equipment purchased by or provided to participating entities in connection with use of the service. 40. CONFLICT OF INTEREST. Contractor certifies that it has not offered or given any gift or compensation prohibited by the state laws of any WSCA Participating Entities to any officer or employee of WSCA or Participating Entities to secure favorable treatment with respect to being awarded this Contract. 41. INDEPENDENT CONTRACTOR. Contractor shall be an independent contractor, and as such shall have no authorization, express or implied to bind WSCA or the respective Participating Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA or the Participating Entities, except as expressly set forth herein. Page 14 of 19 25K -16 42. POLITICAL SUBDIVISION PARTICIPATION. Participation under this Contract by authorized political subdivisions shall be voluntarily determined by the corresponding political subdivision. Contractor agrees to provide products and services to such political subdivisions based upon the same terms, conditions and prices set forth in the corresponding Participating Addendum. 43.. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing . this Contract, a Participating Addendum, and/or order, as applicable, on behalf of the corresponding party has full power and authority to do so. Contractor acknowledges that as required by statute or regulation the Contract is effective only after approval by the WSCA Board of Directors and only for the period of time specified in the Contract. Except as otherwise provided herein, any services performed by Contractor before this Contract is effective ,or after it ceases to be effective are performed at the sole risk of Contractor. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental "department or agency. 44. GOVERNING LAW; JURISDICTION. 44.1 Lead State. The parties acknowledge and agree that with respect to Contractor and the Lead State and/or WSCA, the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the state of Nevada, without giving effect to any principle of conflict -of -law that would require the application of the law of any other jurisdiction. The parties consent to the exclusive jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this Contract. 44.2 Participating Entities. The construction and effect of any Participating Addendum or order against the Contract shall be governed by and construed in accordance with the laws of the corresponding Participating Entity. Venue for any claim, dispute or action concerning an order placed against the Contract or the effect of a Participating Addendum shall be in the Participating Entity's State. 45. SIGNATURES IN COUNTERPART. The Contract may be signed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one in the same instrument. , 46. AMENDMENTS. The terms of this Contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA Contract administrator. Each Participating Entity expressly acknowledge and agree that it will be bound by the terms and conditions of the Contract and by all existing or future amendments or modifications thereto, all of which are incorporated herein by reference, without the necessity of further action or notice by Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such amendments and modifications. 47. ENTIRE CONTRACT. This Contract, its integrated attachment(s) and, the Participating Addenda, as applicable constitute the entire agreement of the parties and such are intended as a complete Page 15 of 19 25K -17 terms and conditions of the Contract and by all existing or future amendments or modifications thereto, all of which are incorporated herein by reference, without the necessity of further action or notice by Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such amendments and modifications. 47. ENTIRE CONTRACT. This Contract, its integrated attachment(s) and, the Participating Addenda, as applicable constitute the entire agreement of the parties and such are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed and intend to be legally bound thereby. rl� zi 7 / 0 T Independent Contract is Signature Date Independent's Contractor's Title Signature ire,- 10/' ce 6� ', lP4c TS Date Title APPROVED BY WSCA DIRECTORS Greg Smith, X4wmistrator, State of Nevada On /.�/- /�-Z- On (Date) Approved as to form by: On Deputy Attorney Ge/neral for Attorney General Page 16 of 19 W 1215 a (Date) (Date) li1SU�?jil1,!, f'�'4 }i ltt:Ilt111;t1.i CI_� lti 0J. (0001. GATE: rnts L,2) A- 2007 -053 Participating Addendum FOR THE CITY OF SANTA ANA UNDER THE WESTERN STATES CONTRACTING ALLIANCE WIRELESS COMMUNICA TION SER VICES AND EQUIPMENT STATE OF NEVADA MASTER AGREEMENT (RFP 1523) Scope: The City of Santa Ana (hereinafter "City ") hereby elects to purchase products and services from New Cingular Wireless National Accounts, LLC, (hereinafter "Contractor ") under the terms and conditions of the State of Nevada Master Agreement — RFP 1523, hereinafter "Master Agreement ", attached hereto and incorporated by reference. 2. Changes: The following changes shall be made to the Master Agreement: Section 3, CONTRACT TERM, is modified as follows: This Agreement is effective from the date it is fully executed until the expiration, or earlier, termination of the Master Agreement. Contractor agrees to provide 30 days notice to City of Contractor's intent to terminate said Master Agreement. In the event said Master Agreement is terminated prior to the term of this Participating Addendum, and provided City is in compliance with all terms and conditions of said Master Agreement, Contractor will, at City's request, continue to provide service and equipment to City under the terms and conditions stated herein for no less than 180 days form the date of termination (the "Extension Period ") in order to allow City to negotiate a new contract for wireless service and equipment. During the Extension Period, Contractor will provide City with the Service Discount applicable at the termination of the Master Agreement. Both parties will be bound by the terms and conditions of this Addendum and the Master Agreement during the Extension Period. Primary Contact: The City of Santa Ana's primary contact for this Participating Addendum is: Tom Gergen Information Services Division City of Santa Ana 20 Civic Center Plaza (M -12) Santa Ana, California 92701 Fax: (714) 647 -5406 e -mail: ti, ,erg_en(u)ci.santa- ana.ca.us This Addendum and the Master Agreement together with its exhibits, set forth the entire agreement between the parties with respect to the provision of wireless communications services. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Addendum and the Master Agreement, together with its exhibits, shall not be added to or incorporated into this Addendum or the Master Agreement and its exhibits, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Addendum and the Master Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms. Exhibit 1 25K -19 IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. ATTEST: /CITY OF SANTA ANA PATRICIA E. HEALY w C D, ____ VID N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney gg By: e.0 Laura Sheedy Assistant City Attorney Date: NEW CINGULAR WIRELESS NATIONAL ACCOUNTS, LLC (NAME)C�c,'W11i r�a^ (Title) `b+V•Gtj W C51 cc Tax ID# 91- 2016656 Date: 25K -20 For Purchasing Use Only: RFP /CONTRACT 41523 CONTRACT FOR SERVICES OF INDEPENDENT CONTRACTOR A Contract Between the State of Nevada Acting By and Through Its Various State Agencies Monitored By: Department of Administration Purchasing Division 515 E Musser Street, Room 300 Carson City NV 89701 Contact: Teri Smith, Senior Buyer Phone: (775) 684- 0178 • Fax: (775) 684 -0188 Email: tlsmitha,purchasing.state nv.us And New Cingular Wireless National Accounts, LLC d/b /a Cingular Wireless 11710 Beltsville Dr., Ste 200 Beltsville MA 20705 Contact: Cathleen Pryor, Director, Contracts Phone: (301) 586 -4048 • Fax: (301) 586 -4156 Email: catlly.pryorAcinSular.com WHEREAS, NRS 284.173 authorizes elective officers, heads of departments, boards, commissions or institutions to engage, subject to the approval of the Board of Examiners, services of persons as independent contractors; and WHEREAS, it is deemed that the service of Contractor is both necessary and in the best interests of the State of Nevada; NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as follows: 1. REQUIRED APPROVAL. This Contract shall not become effective until and unless approved by the Nevada State Board of Examiners. 2. DEFINITIONS. "State" means the State of Nevada and any state agency identified herein, its officers, employees and immune contractors as defined in NRS §41.0307. "Independent Contractor" means a person or entity that performs services and/or provides goods for the State under the terms and conditions set forth in this Contract. "Fiscal Year" is defined as the period beginning July 1 and ending June 30 of the following year. 3. CONTRACT TERM. This Contract shall be effective upon to Board of Examiners' approval (anticipated to be October 10, 2006) to October 9, 2010, unless sooner tenninated by either party as specified in paragraph (9). 4. NOTICE. Unless otherwise specified, termination shall not be effective until 60 calendar days after a party has served written notice of default, or without cause upon the other party. All notices or other communications required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered personally in hand, by telephonic facsimile with simultaneous regular mail, or mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the other party at the address specified above. 5. INCORPORATED DOCUMENTS. The parties agree that the scope of work shall be specifically described; this Contract incorporates the following attachments in descending order of constructive precedence; a Contractor's Attachment shall not contradict or supersede any State specifications, terms or conditions without written evidence of mutual assent to such change appearing in this Contract: ATTACHMENT AA: STATE. SOLICITATION (RFP #1523) and AMENDMENTS 1 & 2; SCOPE OF WORK ATTACHMENT BB: NEGOTIATED ITEMS ATTACHMENT CC: CONTRACTOR'S RESPONSE Approved 05108102 Revised 08103 Page 1 oj8 Exhibit 2 25K -21 6. CONSIDERATION. The parties agree that Contractor will provide the services specified in paragraph (5) at a cost of Voice and Data Plans: 20% discount off Monthly Service Charges on plans found at the Program website (www.cmgular.com/cda); Equipment: 50% discount off National Contract Reference Price listed at the program website (www.c!nL,ular.com/eda) with a limited selection of basic phones at no cost; Accessories: 20% discount with the total Contract or installments payable: Monthly upon receipt of vendor statement not to exceed $2,000,000.00. The State does not agree to reimburse Contractor for expenses unless otherwise specified in the incorporated attachments. The contractual authority, as identified by the not to exceed amount does not obligate the State of Nevada to expend funds or purchase goods or services up to that amount, purchase amount will be controlled by the individual using agency's purchase orders or other authorized means of requisition for services and/or goods as submitted to and accepted by the contractor. Any intervening end to a biennial appropriation period shall be deemed an automatic renewal (not changing the overall Contract term) or a termination as the results of legislative appropriation may require. 7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of this Contract are also specifically a part of this Contract and are limited only by their respective order of precedence and any limitations specified. 8. TIMELINESS OF BILLING SUBMISSION. The parties agree that timeliness of billing is of the essence to the contract and recognize that the State is on a fiscal year. All billings for dates of service prior to July 1 must be submitted to the State no later that the first Friday in August of the same year. A billing submitted after the first Friday in August, which forces the State to process the billing as a stale claim pursuant to NRS 353.097, will subject the Contractor to an administrative fee not to exceed $100.00. The parties hereby agree this is a reasonable estimate of the additional costs to the State of processing the billing as a stale claim and that this amount will be deducted from the stale claim payment due to the Contractor. 9. INSPECTION & AUDIT. a. Books and Records. Contractor agrees to keep and maintain under generally accepted accounting principles (GAAP) full, true and complete records, contracts, books, and documents as are necessary to fully disclose to the State or United States Government, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with all state and federal regulations and statutes. b. Inspection & Audit. Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting documentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, with or without notice by the State Auditor, the relevant state agency or its contracted examiners, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives. All subcontracts shall reflect re- quirements of this paragraph. c. Period of Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimum three years and for five years if any federal funds are used in the Contract. The retention period runs from the date of payment for the relevant goods or services by the State, or from the date of termination of the Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. 10. CONTRACT TERMINATION. a. Termination Without Cause. Any discretionary or vested right of renewal notwithstanding, this Contract may be terminated upon written notice by mutual consent of both parties or unilaterally by either party without cause. b. 'State Termination for Nongarropriation. The continuation of this Contract beyond the current biennium is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State Legislature and/or federal sources. The State may terminate this Contract, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Contracting Agency's funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired. c. Cause Termination for Default or Breach. A default or breach may be declared with or without termination. This Contract may be terminated by either party upon written notice of default or breach to the other party as follows: i. If Contractor fails to provide or satisfactorily perform any of the conditions, work, deliverables, goods, or services called for by this Contract within the time requirements specified in this Contract or within any granted extension of those time requirements; or ii. If any state, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed; or Approved 05108102 Revised 08103 Page 2 of 8 25K -22 iii. If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the bankruptcy court; or iv. If the State materially breaches any material duty under this Contract and any such breach impairs Contractor's ability to per- form; orv.If it is found by the State that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the performing of such contract; or vi. If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to the performance of this Contract. d. Time to Correct. Termination upon a declared default or breach may be exercised only after service of formal written notice as specified in paragraph (4), and the subsequent failure of the defaulting party within 15 calendar days of receipt of that notice to provide evidence, satisfactory to the aggrieved party, showing that the declared default or breach has been corrected. e. Winding Up Affairs Upon Termination. In the event of termination of this Contract for any reason, the parties agree that the provisions of this paragraph survive termination: i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; 1 Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the Contracting Agency; iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the Contracting Agency, iv. Contractor shall preserve, protect and promptly deliver into State possession all proprietary information in accordance with paragraph (21). 11. REMEDIES. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a prevailing party reasonable attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without limitation $125 per hour for State- employed attorneys. The State may set off consideration against any unpaid obligation of Contractor to any State agency in accordance with NRS 353C.190. 12. LIMITED LIABILITY. The State will not waive and intends to assert available NRS chapter 41 liability limitations in all cases. Contract liability of both parties shall not be subject to punitive damages. Liquidated damages shall not apply unless otherwise specified in the incorporated attachments. Damages for any State breach shall never exceed the amount of funds appropriated for payment under this Contract, but not yet paid to Contractor, for the fiscal year budget in existence at the time of the breach. Damages for any Contractor breach shall not exceed 150% of the actual amount expended by the State. In no event shall Contractor be liable for losses, damages, or claims arising out of use or attempted use of 911 or E911 service, nor shall Contractor be liable for inability of users to access 911 or E911 service. Not withstanding any limitation of paragraph 9, in no event shall either party be liable for any indirect, special, consequential or incidental damages, however caused, which are incurred by the other party and which arise out of any act or failure to act relating to this agreement, even if such party has been advised of the claim or potential claim or of the possibility of such damages, and in no event shall either party be liable to the other for punitive damages. 13. FORCE MAJEURE. Neither party shall be deemed to be in violation of this Contract if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the temms of the Contract after the intervening cause ceases. 14. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the State's right to participate, the State from and against all liability, claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of any alleged negligent or willful acts or omissions of Contractor, its officers, employees and agents. 15. INDEPENDENT CONTRACTOR. Contractor is associated with the State only for the purposes and to the extent specified in this Contract, and in respect to performance of the contracted services pursuant to this Contract, Contractor is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct perfor- mance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer - employee or principal- agent, or to otherwise create any liability for the State whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party. Contractor shall be solely responsible for, and the State shall have no obligation with respect to:, (1) withholding of income taxes, FICA or any other taxes or fees; (2) industrial insurance coverage; (3) participation in any group insurance plans available to employees of the State; (4) participation or contributions by either Contractor or the State to the Public Employees Retirement System; (5) accumulation of vacation leave or sick leave; or (6) unemployment compensation coverage provided by the State. Contractor shall indemnify and hold State hamiless from, and defend State against, any and all Approved 05108/02 Revised 08103 Page 3 of8 25K -23 J losses, damages, claims, costs, penalties, liabilities, and expenses arising or incurred because of, incident to, or otherwise with respect to any such taxes or fees. Neither Contractor nor its employees, agents, or representatives shall be considered employees, agents, or representatives of the State. The State and Contractor shall evaluate the nature of services and term negotiated in order to determine "independent contractor" status and shall monitor the work relationship throughout the term of the Contract to ensure that the independent contractor relationship remains as such. To assist in determining the appropriate status (employee or independent contractor), Contractor represents as follows: 16. INSURANCE SCHEDULE. Unless expressly waived in writing by the State, Contractor, as an independent contractor and not an employee of the State, must carry policies of insurance in amounts specified in this Insurance Schedule and pay all taxes and fees incident hereunto. The State shall have no liability except as specifically provided in the Contract. The Contractor shall not commence work before: 1) Contractor has provided the required evidence of insurance to the Contracting Agency of the State, and 2) The State has approved the insurance policies provided by the Contractor. Prior approval of the insurance policies by the State shall be a condition precedent to any payment of consideration under this Contract and the State's approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent this Contract. Any failure of the State to timely approve shall not constitute a waiver of the condition. Insurance Coverage: The Contractor shall, at the Contractor's sole expense, procure, maintain and keep in force for the duration of the Contract the following insurance conforming to the minimum requirements specified below. Unless specifically specified herein or otherwise agreed to by the State, the required insurance shall be in effect prior to the commencement of work by the Contractor and shall continue in force as appropriate until the latter of: 1. Final acceptance by the State of the completion of this Contract; or 2. Such time as the insurance is no longer required by the State under the terms of this Contract. Any insurance or self - insurance available to the State shall be excess of and non - contributing with any insurance required from Contractor. Contractor's insurance policies shall apply on a primary basis. Until such time as the insurance is no longer required by the State, Contractor shall provide the State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the Contract, an insurer or surety shall fail to eomply.with the requirements of this Contract, as soon as Contractor has knowledge of any such failure, Contractor shall immediately notify the State and immediately replace such insurance or bond with an insurer meeting the requirements. Workers' Compensation and Emplover's Liabilitv Insurance 1) Contractor shall provide proof of worker's compensation insurance as required of Nevada Revised Statutes Chapters 616A through 616D inclusive. Approved 05108101 Revised 08103 Page 4 of 8 25K -24 Contractor's Initials YES NO 1. Does the Contracting Agency have the right to require control of when, where and how the independent contractor is to work? 2. Will the Contracting Agency be providing training to the independent contractor? 3. Will the Contracting Agency be futnisbing the independent contractor with worker's space, equipment, tools, supplies or travel expenses? 4. Are any of the workers who assist the independent contractor in performance of his/her duties employees of the State ofNevada? 5. Does the arrangement with the independent contractor contemplate continuing or recurring work (even if the services are seasonal, part-time, or of short duration)? b. Will the State of Nevada incur an employment liability if the independent contractor is terminated for failure to perform? i�- 7. Is the independent contractor restricted from offering his/her services to the iJ general public while engaged in this work relationship with the State? &j%J 16. INSURANCE SCHEDULE. Unless expressly waived in writing by the State, Contractor, as an independent contractor and not an employee of the State, must carry policies of insurance in amounts specified in this Insurance Schedule and pay all taxes and fees incident hereunto. The State shall have no liability except as specifically provided in the Contract. The Contractor shall not commence work before: 1) Contractor has provided the required evidence of insurance to the Contracting Agency of the State, and 2) The State has approved the insurance policies provided by the Contractor. Prior approval of the insurance policies by the State shall be a condition precedent to any payment of consideration under this Contract and the State's approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent this Contract. Any failure of the State to timely approve shall not constitute a waiver of the condition. Insurance Coverage: The Contractor shall, at the Contractor's sole expense, procure, maintain and keep in force for the duration of the Contract the following insurance conforming to the minimum requirements specified below. Unless specifically specified herein or otherwise agreed to by the State, the required insurance shall be in effect prior to the commencement of work by the Contractor and shall continue in force as appropriate until the latter of: 1. Final acceptance by the State of the completion of this Contract; or 2. Such time as the insurance is no longer required by the State under the terms of this Contract. Any insurance or self - insurance available to the State shall be excess of and non - contributing with any insurance required from Contractor. Contractor's insurance policies shall apply on a primary basis. Until such time as the insurance is no longer required by the State, Contractor shall provide the State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the Contract, an insurer or surety shall fail to eomply.with the requirements of this Contract, as soon as Contractor has knowledge of any such failure, Contractor shall immediately notify the State and immediately replace such insurance or bond with an insurer meeting the requirements. Workers' Compensation and Emplover's Liabilitv Insurance 1) Contractor shall provide proof of worker's compensation insurance as required of Nevada Revised Statutes Chapters 616A through 616D inclusive. Approved 05108101 Revised 08103 Page 4 of 8 25K -24 2) Employer's Liability insurance with a minimum limit of $500,000 each employee per accident for bodily injury by accident or disease. If this contract is for temporary or leased employees, an Alternate Employer endorsement must be attached to the Contractor's workers' compensation insurance policy. 3) If the Contractor qualifies as a sole proprietor as defined in NRS Chapter 616A.310, and has elected to not purchase industrial insurance for himself/herself, the sole proprietor must submit to the contracting State agency a fully executed "Affidavit of Rejection of Coverage Under NRS 616B627 and NRS 617.210" form. Commercial General Liability Insurance 1) Minimum Limits required: $2,000,000.00 General Aggregate $1,000.000.00 Products & Completed Operations Aggregate $ Personal and Advertising Injury $1,000,000.00 Each Occurrence 2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO 1996 form CG 00 01 (or a substitute form providing equivalent coverage); and shall cover liability arising from premises, operations, independent contractors, completed operations, personal injury, products, civil lawsuits, Title VII actions and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Business Automobile Liabilitp Insurance 1) Minimum Limit required: $ Waived Each Occurrence for bodily injury and property damage. 2) Coverage shall be for "any auto" (including owned, non -owned and hired vehicles). The policy shall be written on ISO form CA 00 01 or a substitute providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Professional Liability Insurance l) Minimum Limit required: $ Waived Each Claim 2) Retroactive date: Prior to commencement of the performance of the contract 3) Discovery period: Three (3) years after termination date of contract. 4) A certified copy of this policy may be required. Umbrella or Excess Liability Insurance 1) May be used to achieve the above minimum liability limits. 2) Shall be endorsed to state it is "As Broad as Primary Policy" Commercial Crime Insurance Minimum Limit required: Waived Per Loss for Employee Dishonesty This insurance shall be underwritten on a blanket form amending the definition of "employee" to include all employees of the Vendor regardless of position or category. Performance Security Amount required: Waived 1) Security may be in the form of surety bond, Certificate of Deposit or Treasury Note payable to the State of Nevada. only. 2) The security shall be deposited with the contracting State agency no later than ten (10) working days following award of the Contract to Contractor. 3) Upon successful Contract completion, the security and all interest earned, if any, shall be returned to the Contractor. General. Requirements: a. Additional Insured: By endorsement to the general liability insurance policy evidenced by Contractor, The State of Nevada, Department of Administration, its officers, employees and immune contractors as defined in NRS41.0307 . shall be named as additional insured for all liability arising from the Contract. b. Waiver of Subro ag tion: Each liability insurance policy shall provide for a waiver of subrogation as to additional insured. c. Cross - Liability: All required liability policies shall provide cross - liability coverage as would be achieve under the standard ISO separation of insured clause. Approved OSIO8102 Revised 08103 Page S of 8 25K -25 d. Deductibles and Self - Insured Retentions: Insurance maintained by Contractor shall apply on a first dollar basis without application of a deductible or self-insured retention unless otherwise specifically agreed to by the State. Such approval shall not relieve Contractor from the obligation to pay any deductible or self-insured retention. Any deductible or self - insured retention shall not exceed $5,000 per occurrence, unless otherwise approved by the Risk Management Division. e. Policy Cancellation: Except for ten days notice for non - payment of premium, each insurance policy shall be endorsed to state that; without thirty (30) days prior written notice to the State of Nevada, c/o Contracting Agency, the policy shall not be canceled, non - renewed or coverage and /or limits reduced or materially altered, and shall provide that notices required by this paragraph shall be sent by certified mailed to the address shown below. f. Approved Insurer. Each insurance policy shall be: 1) Issued by insurance companies authorized to do business in the State of Nevada or eligible surplus lines insurers acceptable to the State and having agents in Nevada upon whom service of process may be made, and 2) Currently rated by A.M. Best as "A- VII" or better. Evidence of Insurance: Prior to the start of any Work, Contractor must provide the following documents to the contracting State agency: 1) Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar must be submitted to the State to evidence the insurance policies and coverage required of Contractor. 2) Additional Insured Endorsement: An Additional Insured Endorsement (CG20 10 or C20 26) , signed by an authorized insurance company representative, must be submitted to the State to evidence the endorsement of the State as an additional insured per General Requirements. Subsection a above. 3) Schedule of Underlying Insurance Policies: If Umbrella or Excess policy is evidenced to comply with minimum limits, a copy of the Underlying Schedule from the Umbrella or Excess insurance policy may be required. Review and Approval: Documents specified above must be submitted for review and approval by the State prior to the commencement of work by Contractor. Neither approval by the State nor failure to disapprove the insurance furnished by Contractor shall relieve Contractor of Contractor's full responsibility to provide the insurance required by this Contract. Compliance with the insurance requirements of this Contract shall not limit the liability of Contractor or its sub- contractors, employees or agents to the State or others, and shall be in addition to and not in lieu of any other remedy available to the State under this Contract or otherwise. The State reserves the right to request and review a copy of any required insurance policy or endorsement to assure compliance with these requirements. Mail all required insurance documents to the Contracting Agency identified on page one of the contract 17. COMPLIANCE WITH LEGAL OBLIGATIONS. Contractor shall procure and maintain for the duration of this Contract any state, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract. Contractor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Real property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157 and 361.159. Contractor agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract. The State may set-off against consideration due any delinquent government obligation in accordance with NRS 353C.190. 18. WAIVER OF BREACH. Failure to declare a breach or the actual waiver of any particular breach of the Contract or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach. 19. SEVERABILITY' If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the nonenforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 20. ASSIGNMENT/DELEGATION. This Agreement may not be assigned by either party without the prior written consent of the other and such consent will not be unreasonably withheld. -However, either party may, without the other party's consent, assign this Agreement to an Affiliate or to any entity that acquires substantially all of the party's business or stock and Cingular may assign its right to receive payments hereunder. An assignment of Cingular's rights shall not relieve Cingular of it's obligations to the State. Subject to the foregoing, this Agreement will be binding upon the assignees of the respective parties. 21. STATE OWNERSHIP OF PROPRIETARY INFORMATION. Any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under the Contract), or any other documents or drawings, prepared or in the course of preparation by Contractor (or its Approved 05108101 Revised 08/03 Page 6of8 25K -26 subcontractors) in performance of its obligations under this Contract shall be the exclusive property of the State and all such materials shall be delivered into State possession by Contractor upon completion, termination, or cancellation of this Contract. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than performance of Contractor's obligations under this Contract without the prior written consent of the State. Notwithstanding the foregoing, the State shall have no proprietary interest in any materials licensed for use by the State that are subject to patent, trademark or copyright protection. 22. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from Contractor may be open to public inspection and copying. The State will have the duty to disclose unless a particular record is made confidential by Iaw or a common law balancing of interests. Contractor may label specific parts of an individual document as a "trade secret" or "confidential" in accordance with NRS 333.333, provided that Contractor thereby agrees to indemnify and defend the State for honoring such a designation. The failure to so label any document that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any release of the records. 23. CONFIDENTIALITY. Contractor shall keep confidential all information, in whatever form, produced, prepared, observed or received by Contractor to the extent that such information is confidential by law or otherwise required by this Contract 24. FEDERAL FUNDING. In the event federal funds are used for payment of all or part of this Contract: a. Contractor certifies, by signing this Contract, 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. This certification is made pursuant to the regulations implementing Executive Order 12549, Debarment and Suspension, 28 C.F.R. pt 67, § 67.510, as published as pt VII of the May 26, 1988, Federal Register (pp. 19160- 19211), and any relevant program - specific regulations. This provision shall be required of every subcontractor receiving any payment in whole or in part from federal funds. b. Contractor and its subcontractors shall comply with all terms, conditions, and requirements of the Americans with Disabilities Act of 1990 (P.L. 101 -136), 42 U.S.C. 12101, as amended, and regulations adopted thereunder contained in 28 C.F.R. 26.101 - 36.999, inclusive, and any relevant program - specific regulations. c. Contractor and its subcontractors shall comply with the requirements of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, P.L. 93 -112, as amended, and any relevant program - specific regulations, and shall not discriminate against any employee or offeror for employment because of race, national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and AIDS - related conditions.) 25. LOBBYING The parties agree, whether expressly prohibited by federal, State or local law, or otherwise, that no funding associated with this contract will be used for any purpose associated with or related to lobbying or influencing or attempting to lobby or influence for any purpose the following: a. Any federal, state, county or local agency, legislature, commission, counsel or board; b. Any federal, state, county or local legislator, commission member, counsel member, board member, or other elected official; or c. Any officer or employee of any federal; state, county or local agency; legislature, commission, counsel or board. 26. WARRANTIES. a. General Warranty. Contractor warrants that all services, deliverables, and/or work product under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry. b. System Compliance. Contractor warrants that any information system application(s) shall not experience abnormally ending and/or invalid and/or incorrect results from the application(s) in the operating and testing of the business of the State. This warranty includes, without limitation, century recognition, calculations that accommodate same century and multicentury formulas and data values and date data interface values that reflect the century. Pursuant to NRS 41.0321, the State is immune from liability due to any failure of any incorrect date being produced, calculated or generated by a computer or other information system. 27. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing this Contract on behalf of each party has full power and authority to enter into this Contract. Contractor acknowledges that as required by statute or regulation this Contract is effective only after approval by the State Board of Examiners and only for the period of time specified in the Contract. Any services performed by Contractor before this Contract is effective or after it ceases to be effective are performed at the sole risk of Contractor. 28. GOVERNING LAW: JURISDICTION. This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Nevada, without giving effect to any principle of conflict -of -law that would require the application of the law of any other jurisdiction. The parties consent to the jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this Contract. 29. ENTIRE CONTRACT AND MODIFICATION. This Contract and its integrated attachment(s) constitute the entire agreement of the parties and such are intended as a complete and exclusive statement of the promises, representations, nego- Approved 05108102 Revised 08103 Page 7 of 25K -27 tiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this Contract specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language between any such attachment and this Contract shall be construed consistent with the terms of this Contract. Unless otherwise expressly authorized by the terms of this Contract, no modification or amendment to this Contract shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto and approved by the Office of the Attorney General and the State Board of Examiners. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed and intend to be legally bound thereby. Signature - Board of Examiners Approved as to form by: Deputy—Attorney General for Attorney General Approved 05108102 Revised 08103 D l gce- -r"' 1'21 C&V i RAC-TS Independent's Contractor's Title Administrator. Pumbasint• Division Title APPROVED BY BOARD OF EXAMINERS On ID—to—o� (Date) page 8 of8 25K -28 (Date) ATTACHMENT BB NEGOTIATED ITEMS Quarterly Reports: In the event contractor fails to submit a completed Quarterly Administrative Report pursuant to the dates referenced in Attachment F of the RFP, contractor will be subject to a performance guarantee penalty of one hundred ($100.00) dollars. Cost Proposal: • Public - Safety Unlimited Data rate plan of $49.99 is exempt from further discounting. • Cingular reserves the right to exempt exclusive devices and rate plan offers from discounting until they become commonly available. • Promotions vary and cannot be combined with contracted discounts. • Cingular will only provide Equipment with Service activated. The Equipment Discount will not apply to upgrade purchases and may not be combined with any other equipment offer. 3. Participating Addendums: Participating Addendums to Master Service Agreement No. 10 -00115 shall survive the assignment from the Original Lead, State to the Assigned Lead State, and upon the required approval as specified in paragraph 1, shall be effective subject to the terms and conditions of the contracts entered into as a result of State of Nevada RFP 1523. Once the contracts entered into as a result of State of Nevada RFP 1523 become effective, each Participating Entity shall have the option of negotiating a new participating addendum, or continuing to participate under the existing Participating Addendum. 4. WSCA Special Terms and Conditions: The WSCA Special Terms and Conditions are hereby excluded from the State's Solicitation (RFP 1523); Scope of Work. The State will negotiate the WSCA Special Terms and Conditions on behalf of participating entities and upon final negotiations will incorporate the Terms and Conditions through an amendment to the contract. Participating entities may negotiated or include additional terms and conditions through a Participating Addendum (PA) individually with the contractor. 5. Contractor's Response: Contractor's exceptions . to RFP No. 1523 as enumerated in Attachment B shall not supplement, contradict or supersede any State specifications, terms or conditions without written evidence of mutual assent to such change appearing in this Contract; any exceptions to the State's standard contract listed in the Contractor's Response to RFP No. 1523 are not a part of this Contract unless otherwise mutually agreed upon and incorporated in the State's standard contract form as executed by Cingular. Contractor's Initia s Agency Initials_ 25K -29 Attachment DD Standard Contract Terms and Conditions Western States Contracting Alliance Note: Although some of the following terms and conditions are duplicates of the standard State of Nevada terms and conditions, they are required by the WSCA by -laws. PARTICIPANTS: Western States Contracting Alliance (herein WSCA) is a cooperative group - contracting consortium for state government departments, institutions, agencies and political subdivisions (i.e., colleges, school districts, counties, cities, etc.,) for the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota,. Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington and Wyoming. Obligations under this contract are limited to those Participating States who have signed (and not revoked) an Intent to Contract at the time of award, or who have executed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award(s) will be permissive. QUANTITY ESTIMATES: WSCA does not guarantee to purchase any amount under the contract to be awarded. Estimated quantities are for bidding purposes only and are not to be construed as a guarantee to purchase any amount. SPECIFICATIONS: Any deviation from specifications must be clearly indicated by vendor; otherwise, it will be considered that the bid is in strict compliance. When BRAND NAMES or manufacturers' numbers are stated in the specifications they are intended to establish a standard only and are not restrictive unless the bid states "No substitute ". Bids will be considered on other makes, models or brands having comparable quality, style, workmanship and performance characteristics. Alternate bids offering lower quality or inferior performance will not be considered. ACCEPTANCE OR REJECTION OF BIDS: WSCA reserves the right to accept or reject any or all bids or parts of bids, and to waive informalities therein. BID SAMPLES: Generally, when required, samples will be specifically requested in the bid invitation. Samples, when required, are to be furnished free of charge. Except for those samples destroyed or mutilated in testing, samples will be returned at a vendor's request, transportation collect. CASH DISCOUNT TERMS: Vendor may quote a cash discount based upon early payment; however, discounts offered for less than 30 days will not be considered in making the award. The date from which discount time is calculated shall be the date a correct invoice is received or receipt of shipment, whichever is later; except that if testing is performed, the date shall be the date of acceptance of the merchandise. 25K -30 TAXES: Bid prices shall be exclusive of state sales and federal excise taxes. Where the state government entities are not exempt from sales taxes on sales within their state, the contractor shall add the sales taxes on the billing invoice as a separate entry. MODIFICATION OR WITHDRAWAL OF BIDS: Bids may be modified or withdrawn prior to the time set for the opening of bids. After the time set for the opening of bids no bid may be modified or withdrawn. PATENTS, COPYRIGHTS, ETC.: The Contractor shall release, indemnify and hold the Buyer, its officers, agents and employees harmless from liability of any kind or nature, including the Contractor's use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract. AWARD: The award will be made to the lowest responsive and responsible vendor meeting specifications and all bid terms and conditions. Unless stated in the bid requirements or special terms and conditions, WSCA reserves the right to award items separately or by grouping items, or by total lot. NON - COLLUSION: By signing the bid the vendor certifies that the bid submitted, has been arrived at independently and has been submitted without collusion with, and without any agreement, understanding or planned common course of action with, any other vendor of materials, supplies, equipment or services described in the invitation to bid, designed to limit independent bidding or competition. CANCELLATION: Unless otherwise stated in the special terms and conditions, any contract entered into as a result of this bid may be canceled by either parry upon 60 days notice, in writing, prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon 30 -days written notice, unless otherwise limited or stated in the special terms and conditions of the solicitation. Cancellation may be in whole or in part. Any cancellation under this provision shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of any Purchasing Entity to indemnification by the Contractor, rights of payment for goods /services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the contract due to Contractor default may be immediate. DEFAULT AND REMEDIES: Any of the following events shall constitute cause for WSCA to declare Contractor in default of the contract: 1. Nonperformance of contractual requirements; 2. A material breach of any term or condition of this contract WSCA shall issue a written notice of default providing a period in which Contractor shall have an opportunity to cure. Time allowed for cure shall not diminish or eliminate Contractor's liability for liquidated or other damages. If the default remains, after Contractor has been provided the opportunity to cure, WSCA may do one or more of the following: 1. Exercise any remedy provided by law; 2. Terminate this contract and any related contracts or portions thereof; 3. Impose liquidated damages; 4. Suspend contractor from receiving future bid solicitations. Attachment DD - Page 2 of 15 25K -31 LAWS AND REGULATIONS: Any and all supplies, services and equipment bid and furnished shall comply fully with all applicable Federal and State laws and regulations. CONFLICT OF TERMS: In the event of any conflict between these standard terms and conditions and any special terms and conditions contained in a Participating Addendum, the special terms and conditions of such Participating Addendum shall govern. The terms and conditions of the Contract for Services of Independent Contractor between the State of Nevada and contractor do not apply to Participating Entities, with the exception of those terms and conditions specific to the administration of the WSCA wireless contract. REPORTS: The contractor shall submit quarterly reports to the WSCA Contract Administrator showing the quantities and dollar volume of purchases by each agency. HOLD HARMLESS: The contractor shall release, protect, indemnify and hold WSCA and the respective states and their officers, agencies, employees, harmless from and against any damage, cost or liability, including reasonable attorney's fees for any or all injuries to persons, property or claims for money damages arising from acts or omissions of the contractor, his employees or subcontractors or volunteers. Contractor shall not be liable for damages that are the result of negligence or willful misconduct by the Participating Entity, its respective agencies, and/or its respective employees. LIMITED LIABILITY: Contract liability of both contractor and Participating Entity shall not be subject to punitive damages. In no event shall contractor be liable for inability of users to access 911 or E911 service. In no event shall either contractor or Participating Entity be liable for any indirect, special, consequential or incidental damages, however caused, which are incurred by the other party and which arise out of a any act or failure to act relating to this agreement, even if such party has been advised of the claim or potential claim or of the possibility of such damages, and in no event shall either party be liable to the other party for punitive damages. ORDER NUMBERS: Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. GOVERNING LAW AND VENUE: This procurement shall be governed and the resulting contract(s) construed in accordance with the laws of Nevada. The construction and effect of any Participating Addendum or order against the contract(s)shall be governed by and construed in accordance with the laws of the Purchasing Entity's State. Venue for any claim, dispute or action concerning the construction and effect of the contract(s) shall be in the Lead State. Venue for any claim, dispute or action concerning an order placed against the contract(s) or the effect of a Participating Addendum or shall be in the Purchasing Entity's State. DELIVERY: The prices bid shall be the delivered price to any WSCA state agency or political subdivision. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the contractor. Responsibility and liability for loss or damage shall remain the Contractor until final inspection and acceptance when responsibility shall pass to the Buyer except as to latent defects, fraud and Contractor's - warranty obligations. The minimum shipment amount will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight Attachment DD - Page 3 of 15 25K -32 prepaid and added as a separate item on the invoice. Any portion of an order to be shipped without transportation charges that is back ordered shall be shipped without charge. WARRANTY: a. General Warranty. Contractor warrants that all services, deliverables, and/or work product under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry. b. System Compliance. Contractor warrants that any information system application(s) shall not experience abnormally ending and/or invalid and/or incorrect results from the application(s) in the operating and testing of the business of the State. This warranty includes, without limitation, century recognition, calculations that accommodate same century and multicentury formulas and data values and date data interface values that reflect the century. Pursuant to NRS 41.0321, the State is immune from liability due to any failure of any incorrect date being produced, calculated or generated by a computer or other information system. AMENDMENTS: The terms of this contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA Contract Administrator. ASSIGNMENT /SUBCONTRACT: To the extent that any as of any right under this Contract changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the performance of this Contract, attempts to operate as a novation, or includes a waiver or abrogation of any defense to payment by State, such offending portion of the assignment shall be void, and shall be a breach of this Contract. Neither party may assign this contract or any rights hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Contractor may assign this contract to any parent, subsidiary or affiliate of Contractor or to any purchaser of all or substantially all its assets upon written notification to Customer. NONDISCRIMINATION: The vendor agrees to abide by the provisions of Title VI and Title VII of the Civil Rights Act of 1964 (42 USC 2000e), which prohibit discrimination against any employee or applicant for employment, or any applicant or recipient of services, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order No. 11246, as amended, which prohibits discrimination on basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age, and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. The vendor further agrees to furnish information and repots to requesting State(s), upon request, for the purpose of determining compliance with these statutes. Vendor agrees to comply with each individual state's certification requirements, if any, as stated in the special terms and conditions. This contract may be canceled if the vendor fails to comply with the provisions of these laws and regulations. The vendor must include this provision in very subcontract relating to purchases by the States to insure that subcontractors and vendors are bound by this provision. SEVERABILITY: If any provision of this contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and Attachment DD - Page 4 of 15 25K -33 obligations of the parties shall be construed and enforced as if the contract did not contain the particular provision held to be invalid. INSPECTIONS: Goods famished under this contract shall be subject to inspection and test by the Buyer at times and places determined by the Buyer. If the Buyer finds goods furnished to be incomplete or in compliance with bid specifications, the Buyer may reject the goods and require Contractor to either correct them without charge or deliver them at a reduced price, which is equitable under the circumstances. If Contractor is unable or refuses to correct such goods within a time deemed reasonable by the Buyer, the Buyer may cancel the order in whole or in part. Nothing in this paragraph shall adversely affect the Buyer's rights including the rights and remedies associated- with revocation of acceptance under the Uniform Commercial Code. PAYMENT: Payment for completion of a contract is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card ". FORCE MAJEURE: Neither party to this contract shall be held responsible for delay or default caused by fire, riot, acts of God and/or war, which is beyond that party's reasonable control. WSCA may terminate this contract after determining such delay or default will reasonably prevent successful performance of the contract. HAZARDOUS CHEMICAL INFORMATION: The Contractor will provide one set of the appropriate material safety data sheet(s) and container label(s) upon delivery of a hazardous material to the user agency. All safety data sheets and labels will be in accordance with each participating state's requirements. FIRM PRICE: Unless otherwise stated in the special terms and conditions, for the purpose of award, offers made in accordance with this solicitation must be good and firm for a period of ninety (90) days from the date of bid opening. Bid prices must remain firm for the full term of the contract. EXTENSION OF PRICES: In the case of error in the extension of prices in the bid, the unit prices will govern. BID PREPARATION COSTS: WSCA is not liable for any costs incurred by the vendor in proposal preparation. CONFLICT OF INTEREST: Contractor certifies that it has not offered or given any gift or compensation prohibited by the state laws of any WSCA- participants to any officer or employee of WSCA or participating sates to secure favorable treatment with respect to being awarded this contract. INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor, and as such shall have no authorization, express or implied to bind WSCA or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA or the states, except as expressly set forth herein. Attachment DD - Page 5 of 15 25K -34 POLITICAL SUBDIVISION PARTICIPATION: Participation under this contract by political subdivisions (i.e., colleges, school districts, counties, cites, etc.,) of the WSCA participating states shall be voluntarily determined by the political subdivision. The contractor agrees to supply the political subdivisions based upon the same terms, conditions and prices. DEBARMENT: The CONTRACTOR certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. If the CONTRACTOR cannot certify this statement, attach a written explanation for review by WSCA. RECORDS ADMINISTRATION: The contractor will maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the contractor for costs authorized by this contract. These records will be retained by the contractor for at least four years after the contract terminates, or until all audits initiated within the four years have been completed, whichever is later. AUDIT OF RECORDS: The contractor agrees to allow WSCA, State and Federal auditors, and state agency staff access to all the records to this contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. PROGRAM DESCRIPTION: Service will be provided by contractor in accordance with the Program Description and related Attachments, attached hereto as Exhibits "A" through "C ". Participating Entities acknowledge and agree that the Program Description and related Attachments may be modified by Contractor from time to time with the prior approval of the WSCA Contract Administrator, which shall not be unreasonably withheld. Signed By: New Cingular Wir ess ational Accounts, LLC Date State of Nevada, ehalf of WSCA 11i71oll Date Attachment DD - Page 6 of 15 25K -35 EXHIBIT "A" PROGRAM DESCRIPTION 1. Service and Service Discount. Contractor, through its Carriers, will provide Service to authorized Participating Entities and their respective CRUs and IRUs. 1.1 Service Discount. Contractor will provide Participating Entities' CRUs with an MSC Service Discount of twenty percent (20 %). Contractor will provide Participating Entities' IRUs with an MSC Service Discount of twelve percent (12 %); provided, however, that IRUs (a) receiving Service under Participating Addenda executed on or before December 31, 2006; and (b) that activated Service on or before December 31, 2006, will be provided an MSC Service Discount of fifteen percent (15 %). Contractor may restrict certain Plans or certain other discount programs from qualifying for the Service Discount, and it will advise SNDP when such restrictions apply. 1.1.1 Restrictions. Contractor will not apply the MSC Service Discount to: (a) other monthly service charges such as monthly recurring charges for features; and/or (b) any other charges under the Agreement. 2. Equipment and Accessories. Subject to the restrictions set forth in this §2, Contractor will provide Participating Entities with an Equipment Discount of 50% off the prices of select Equipment found at the "Equipment" page found at the Program Website, as may be modified by Contractor from time to time. Contractor will only provide Equipment with Service activated. The Equipment Discount will not apply to upgrade purchases and may not be combined with any other equipment offer. 3. Financial Responsibility. 3.1 Participating Entities. Participating Entities must pay for all charges incurred by CRUs under their corresponding Participation Addendum. Participating Entities are not liable for any charges incurred by IRUs. 3.2 Contractor. Contractor will pay the applicable WSCA Administration Fees associated with End Users on Service in connection with the Master Agreement, regardless of whether such End Users are CRUs or IRUs. 4. Billing Services. Each Participating Entity will receive certain billing analysis tools using WIN Advantage® software. 5. Payment and Charges. 5.1 Payment. Participating Entities must pay all Service charges incurred in accordance with Plans, including, without limitation, charges for airtime, recurring monthly access (or monthly service), activation, features, voice mail access, voice mail delivery, data usage, text and multi -media messages, downloadables, alerts, roaming, long distance, directory and operator assistance, Equipment, premium content, and charges for other goods and services that are charged through Participating Entities' or CRUs' bill(s). Participating Entities may be billed for multiple types of usage simultaneously. Participating Entities must also pay Taxes and any license fees, late payment fees, and any Regulatory Cost Recovery Fee /Regulatory Programs Fee. For any termination (including when a Number is switched to another carrier), Participating Entity will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs. Payment is due upon receipt of the invoice. Monthly service and certain other charges for Service using the Cingular Wireless network and related systems are billed in advance, and there is no proration of such charges if Service is terminated on other than the last day of the applicable billing cycle. Monthly service and certain other charges for Service using the former AT &T Attachment DD - Page 7 of 15 011161, Wireless network and related acquired systems are billed in arrears. In either case, to the extent Participating Entity receives invoices for Service combined with a landline phone bill (where available), Participating Entity will be billed in advance as provided above. 5.1.1 Taxes. . Taxes include any applicable sales, public utilities, gross receipts, or other taxes, surcharges, fees and assessments imposed by governments (regardless of whether they are imposed on a Participating Entity, CRU, Contractor or a Carrier) including, without limitation, assessments to defray costs for government programs such as universal connectivity, enhanced 911 service, local number portability, and number pooling relating to Service, Equipment, goods or services purchased, and /or the wireless network. 5.1.2 Participating Entities Tax - Exempt Status. Contractor acknowledges that in certain instances Participating Entities may be tax - exempt. Contractor will accord the proper tax - exempt status to each Participating Entity that properly establishes such status. Notwithstanding this tax- exempt status, each Participating Entity must pay any Taxes not covered by its tax - exempt status. 5.1.3 Regulatory Cost Recovery Fee /Regulatory Programs Fee. In addition to other charges, Contractor may assess a Regulatory Cost Recovery Fee /Regulatory Programs Fee, which is a monthly charge with respect to each CRU, that is created, assessed and collected by Contractor to help defray Contractor's costs for compliance with various regulatory requirements which include, but are not limited to, the capability to provide wireless number portability, number pooling and 911 enhancements in Cingular Wireless' network. Some of these programs may not yet be available to Participating Entities or End Users. The Regulatory Cost Recovery Fee /Regulatory Programs Fee is not a tax or government required charge. Contractor may change the amount of the Regulatory Cost Recovery Fee /Regulatory Programs Fee without notice. 5.2 Charges. 5.2.1 Generally. Unless otherwise provided in the corresponding Sales Information, if a selected Plan includes a predetermined allotment of services (for example, a predetermined amount of airtime, data, megabytes or text messages), any unused allotment of such services from one billing cycle will not carry over to any other billing cycle. Service may be billed in -a subsequent month due to delayed reporting between Carriers and will be charged as if used in the month billed. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, Contractor may make reasonable adjustments and prorations. Service charges may differ by Service Area. Contractor's additional products and services may incur charges in a different manner than set forth herein, and Contractor will advise SNDP of any such differences in the corresponding Sales Information. 5.2.2 Voice Service Charges. On all Contractor networks, Voice Service on each call is billed in full minute increments, with partial minutes of use rounded up to the next full minute. Contractor will charge 800, 866, 877, 888 and other "toll free" calls at domestic airtime or roaming rates. Puerto Rico residents will be billed for these calls based on the corresponding Plan, feature(s) and /or promotion. If an incoming call has been forwarded to another Number, Participating Entities will be charged for the entire time that Contractor's switch handles the call. Calls that begin in one rate period and end in another rate period may be billed in their entirety at the rates for the period in which the call began. All outgoing calls on the Contractor's network for which Contractor's systems receive answer supervision or which have at least thirty (30) seconds of airtime or other measured usage shall incur a minimum of one (1) minute airtime charge. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voice mail systems, private branch exchanges, and interexchange switching equipment. Airtime and other measured usage may (a) include time for Contractor to recognize that only one party has disconnected from the call, time to clear the channels in use, and ring time, and (b) Attachment DD - Page 8 of 15 25K -37 occur from other uses of our facilities, including by way of example, voice mail deposits and retrievals, and call transfers. 5.2.3 Wireless Data Service Charges. Wireless Data Service will be calculated and billed in full kilobyte increments. One kilobyte equals 1024 bytes. One megabyte equals 1024 kilobytes. Utilizing compression solutions may or may not impact the amount of kilobytes for which a Participating Entity is billed. Wireless Data Service usage for each billing record will be rounded up to the next kilobyte and the charge will be rounded up to the nearest cent. Participating Entity is responsible for all Wireless Data Service usage sent through Contractor's network and associated with Equipment regardless of whether the Equipment actually receives the information. Network overhead, software update requests, and resend requests caused by network errors can increase measured kilobytes. If a Participating Entity or a CRU chooses to connect Equipment to a PC for use as a wireless modem, standard Wireless Data Service charges will apply in accordance with the corresponding Plan. Wireless Data Service usage is compiled as often as once per hour or only once every 24 hours. Contractor's system will then create a billing record representing (a) the Wireless Data Service usage for each data gateway or service accessed (e.g. WAP, RIM) while on Contractor's network; (b) the usage for each Carrier's domestic network; and (c) the Wireless Data Service usage for each international network. In some situations billing for Wireless Data Service usage may be delayed; any delayed usage will create additional billing records for the actual day of the usage. 6. Plans. Participating Entities may choose from Plans found in the Program Website, as may be modified by Contractor from time to time. All Plans are subject to their terms and conditions set forth in their corresponding brochures and related materials, all of which are incorporated into the Master Agreement by this reference. Each Participating Entity must comply with all of the terms and conditions related to the Plans. Rates, terms and conditions are subject to change. Any provisions in the terms and conditions governing the Plans, which, by their terms, are to exist for a specified period of time, will survive any termination or expiration of the Master Agreement. 7. Resale and Other Prohibited Uses. Participating Entities and their respective End Users are not permitted to resell, reproduce, retransmit, or disseminate Service or any other program components to third parties whether directly or indirectly including, without limitation, through machine to machine transmissions. 8. Employee Benefit Program. Participating Entities Employees may participate in the Employee Benefit Program. All such Employees participating in the Employee Benefit Program will be IRUs under the Master Agreement. Participating Entities acknowledge and agree that Employees must be validated in order to participate in the Employee Benefit Program, and that any Employees not so validated will not be IRUs under the Master Agreement and will not receive corresponding program benefits. 8.1 Employee Benefit Program Activation Processes and Procedures. Each IRU participating in the Employee Benefit Program: (a) must enter into, and be individually responsible for complying with a two -year IRU Service Agreement including, without limitation, the corresponding obligations to comply with all of the terms and conditions of the chosen Plan and to pay all charges incurred under the IRU Service Agreement; and -(b) must follow the activation, validation, migration, upgrade and related policies, procedures and processes established by Contractor from time to time. 8.2 Employee Benefit Program Features. Under the Employee Benefit Program: (a) IRUs may choose from select Service Plans available to Participating Entities within each Cingular Market (provided they qualify for the chosen Plan); (b) IRUs will receive the MSC Service Discount in accordance with the Program Description; and (c) IRUs will receive the Equipment Discount in accordance with the Program Description. 8.3 WIN Advantage@ Exclusion. IRUs' account information is not included in the WIN Advantage@ software. Attachment DD - Page 9 of IS W 0496,� 8.4 Marketing Assistance. Participating Entities will participate with Contractor in efforts to obtain eligible Employees' participation in the Employee Benefit Program. 9. Definitions. In addition to terms defined elsewhere, these terms have the following meanings in the Master Agreement: 9.1 "Carrier" or "Carriers" means a Contractor - related, licensed entity that operates commercial mobile radio telecommunications systems in the geographic areas covered by the Master Agreement. 9.2 "Contractor Markets" means a geographic area served by affiliates under common control with Contractor. 9.3 "CRU" and "Corporate Responsibility User" mean an Employee receiving Service under a Participating Entity's account. 9.4 "Employees" means Participating Entity's current, validated employees receiving Federal W -2 or K -1 tax treatment. 9.5 "Equipment" means the wireless receiving and transmitting equipment, SIM (Subscriber Identity Module) Card or any accessories that Contractor has authorized to be programmed with a Number or Identifier. 9.6 "Equipment Discount" means a discount on select Equipment found at the Program Website, as described in this Program Description. 9.7 "End Users" means CRUs and IRUs, collectively. 9.8 "IRU" and "Individual Responsibility User" mean an Employee receiving Service under an individual account in accordance with the Sponsorship Program. 9.9 `IRU Service Agreement" means a separate two (2) year agreement between an IRU and Cingular for Service, Equipment and related matters. 9.10 "Master Agreement" means Exhibit "DD" including, without limitation, this Program Description and all incorporated Exhibits. 9.11 "Monthly Service Charge" means a Plan's monthly wireless access charges (i.e., the set fee charged monthly for use of a particular Plan). 9.12 "MSC Service Discount" or "Monthly Service Charge Discount" means the Service Discount applied to an eligible End User's Monthly Service Charge as described in this Program Description. Unless otherwise specified, the term "Service Discount" found in any Attachments incorporated into this Master Agreement means the MSC Service Discount with respect to End Users in Contractor Markets. 9.13 "Number" or "Identifier" means any number, IP address, e-mail address or other identifier provisioned by Carriers, their agents or the Equipment manufacturer to be used with Service. 9.14 "Plan" means a Cingular Wireless calling plan, Service plan or rate plan. 9.15 "Program Website" means <> Attachment DD - Page 10 of 15 W or, •l"� 9.16 "Service" means commercial mobile radio service, including Voice Service and Wireless Data Service. 9.17 "Service Discount" means a monthly discount on Service, applied to an End User's Qualified Charges or Monthly Service Charge as described in this Program Description. 9.18 "Service Revenue" means revenue from Qualified Charges realized by Contractor. 9.19 "Voice Service" means wireless voice telecommunications services. 9.20 "WIN Advantage®" means the Wireless Information Navigator AdvantageTM software, together with all updates and modifications thereto. 9.21 "Wireless Data Service" means wireless data telecommunications services. Attachment DD - Page 11 of 15 PrAw1ra -1 EXHIBIT "B" WIRELESS INFORMATION NAVIGATOR ADVANTAGETM 1. Definitions. These following capitalized terms will have the meanings set forth below: 1.1 "Documentation" means the user manual(s) and other printed or on -line help materials accompanying each delivery of the WIN Advantage® software. 1.2 "Foundation Account Number" means an account number assigned by Contractor to Customer for billing purposes that include no fewer than 50 Corporate Responsibility Users. 1.3 "Product Support" means a service whereby Contractor shall provide telephonic, technical product support on the WIN Advantage software for up to three (3) of Customer's registered individuals. 2. License. 2.1 Grant of License. Contractor grants to Customer a non - exclusive, non - transferable license to use the WIN Advantage software pursuant to the terms and conditions of the Master Agreement (the "License "). 2.2 Authorized Use. Customer may use the WIN Advantage software on up to ten (10) computer terminals for the sole purpose of using the Reports and Tools. 2.3 Restrictions. Customer will not (a) use the WIN Advantage software on a network; (b) modify, translate, disassemble, decompile, reverse engineer or in any other way derive any source code from the WIN Advantage software, nor will it merge the WIN Advantage software with another computer program; (c) use the WIN Advantage software in the operation of a service bureau; (d) sell, license, publish, display, distribute, or otherwise transfer the WIN Advantage software or any copy thereof, in whole or in part, to a third party; nor (e) export the WIN Advantage software outside of the United States, without Contractor's prior, written consent. 2.4 Compact Discs and Copies. At no charge, Customer will receive one (1) WIN Advantage compact disc per month for each of its Foundation Account Numbers. Upon Customer's request, Contractor will provide Customer additional WIN Advantage. compact discs for Customer's current or prior month's information for $25 each. Customer, solely to enable it to use the WIN Advantage software, may make one archival copy of the WIN Advantage software as part of its usual software back -up procedures. Customer will have no other right to copy the WIN Advantage software. Any copies of the WIN Advantage software made by Customer are the exclusive property of Contractor. 2.5 Ownership. Customer acknowledges and agrees that nothing in the Master Agreement conveys or provides Customer with an ownership interest in and to the WIN Advantage software, and Customer agrees to make no claim of ownership in and to the WIN Advantage software. 2.6 Modifications and Reverse Engineering. Customer acknowledges and agrees that only Contractor will have the right to alter, modify, maintain, enhance or otherwise modify the WIN Advantage software. 3. Installation and Product Support. 3.1 Initial Installation and Training. Initial installation of the WIN Advantage software and up to four (4) hours of initial training on the WIN Advantage software will be provided by Contractor to Customer at no charge. Attachment DD - Page 12 of 15 25K -41 3.2 Product Support. Contractor will provide Product Support to Customer at no charge for three (3) months following completion of the initial installation. After this three -month period expires, Contractor will provide Customer with Product Support based upon a per call fee.. Customer will pay $90 per hour for this Product Support, pro rated, with a ten (10) minute minimum charge for each such call placed by Customer. Contractor reserves the right to change the fee for this time -based Product Support at any time. 4. Tax Verbiage Disclaimer. The complete detail for taxes, fees, and surcharges is not available on the WIN Advantage software. This detail can be reviewed by requesting a copy of the corresponding paper invoice. Attachment DD - Page 13 of 15 25K -42 EXHIBIT "C" PREMIER 1. Premier. Contractor will provide Customer with access to Premier ( "Premier ") subject to the terms and conditions of the Master Agreement, including, without limitation, this Attachment. Customer must be in compliance with this Master Agreement to be eligible to access Premier. 2. Access to Premier. 2.1 Hyperlink. Customer will create and maintain a hyperlink from its Intranet to Premier (the "Hyperlink "). The Hyperlink must not result in any framing of Premier. Contractor reserves the right to approve the Hyperlink, and Customer will provide an actual representation of the Hyperlink including, without limitation, any text, icons, graphics and design, to Contractor for such approval. Customer may only access Premier through the Hyperlink, and will not access any information other than Service information through Premier. Customer will ensure that its employees comply with the provisions of this §2. 2.2 Username and Password. Contractor will coordinate with Customer to establish a unique usemame and password (the "Password ") for accessing and using Premier. Customer may modify its username and Password at its discretion. Customer is responsible for maintaining the confidentiality of its Password, and Customer accepts responsibility for all activity that occurs through Premier in connection with that Password. Contractor may rely on the authority of anyone accessing Customer's Contractor account, through Premier or otherwise, using Customer's Password. 3. Privacy and Security. Although the law generally prohibits the unauthorized interception of and /or access to electronic communication, privacy cannot be guaranteed. Customer agrees that Contractor shall not be liable for any unauthorized interception of and /or access to Premier. Contractor's security features include secure socket layer (SSQ encryption technology and password restrictions. 4. Modification. Contractor may, at any time, and in its sole discretion, modify, enhance, discontinue and /or add to Premier and any and all aspects thereof. 5. Disclaimer of Warranties. PREMIER, AND ANY AND ALL ASPECTS THEREOF (INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE, TOOLS, GRAPHICS, DESIGNS, LOOK - AND -FEEL, FEATURES, FORM, FORMAT, INFORMATION AND CONTENT), IS PROVIDED TO CUSTOMER "AS IS." CINGULAR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING PREMIER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON - INFRINGEMENT. CINGULAR MAKES NO REPRESENTATIONS OR WARRANTIES THAT PREMIER WILL BE ERROR - FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS. CINGULAR DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF, AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS. 6. Additional Limitation of Liability. Contractor will not be liable for any delays in providing information on Premier or any failure of such web site. Notwithstanding anything to the contrary in the General Terms and Conditions, Customer's sole and exclusive remedy for any damages, losses, claims, costs and expenses arising out of or relating to Premier will be the termination of Customer's access to Premier. 7. Trademarks. Each party understands and acknowledges that the rights to use all service marks, trademarks, and trade names (collectively, "Marks ") of the other party, now owned or hereafter acquired, are the property of the other party, and each party will not use any of the other party's Marks without the other Attachment DD - Page 14 of 15 25K -43 party's specific prior written approval. Each party will comply with all rules and procedures (collectively, the "Rules ") pertaining to the other party's Marks prescribed by the other party from time to time. Any use which any party will make of the other party's Marks will inure to the benefit of the other party. Each party acknowledges the validity of the other party's Marks, the other party's ownership thereof, and any and all United States and foreign registrations that have been or may be granted thereon to the other party. Each party will not, either during or after the term of the Master Agreement, do anything itself, or aid or assist any other party to do anything which would infringe, violate, damage, dilute, cause a loss of distinctiveness, harm, or contest the rights of the other party in and to the other party's Marks. Any unauthorized use by one party of the other party's Marks, or any use by one party not in compliance with the Master Agreement or the other party's Rules will constitute infringement of the other party's rights and a material breach of the Master Agreement. Each party acknowledges that it has no rights in or to the other party's Marks except as provided herein and will not acquire any rights in the other party's Marks as a result of any use of the other party's Marks. Each party will immediately discontinue use of the other party's Marks upon: (a) any expiration or termination of the Master Agreement; (b) any termination of Customer's access to Premier; or (c) written request by the other party. Nothing in the Master Agreement gives Customer the right to use any Marks of any third party (including, without limitation, any Marks of Equipment manufacturers). Attachment DD - Page 15 of 15 25K -44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED SETTLEMENT AGREEMENT WITH ❑ As Recommended ANTONIA GONZALEZ FOR GRAND ❑ As Amended AVENUE WIDENING PROJECT NO. El El on 151 Reading ❑Ordinance on 2 "6 Reading 081732 NONGENERAL FUND) ❑ Implementing Resolution ❑ Set Public Hearing For_ L CITY MANAGER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached settlement agreement with Antonia Gonzalez dba La Estrelita, tenant of the property located at 208 North Grand Avenue, Unit B (APH 398 - 453 -05 & 06), in the amount of $1,965, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Grand Avenue is a north -south transportation facility which is designated as a major arterial highway and carries in excess of 35,000 vehicles per day. The widening of Grand Avenue between First and Seventeenth Streets has been a long -term priority project that will be constructed in several phases. Improvements include the widening of the roadway from two to three lanes in each direction; construction of raised landscape medians; new curb, gutter, and sidewalk; and inclusion of bike lanes. The Public Works Agency is acquiring property for development of Phase I, bounded by First and Fourth Streets, and expects to complete the acquisition process by June 2013. Construction is anticipated to begin in the summer of 2013. The Uniform Relocation Act obligates the City to relocate tenants of the properties acquired for the widening of Grand Avenue and sets standards for benefit amounts (Exhibit 1). The tenant at 208 North Grand Avenue, Unit B, has agreed to the above settlement amount. The settlement agreement is for all rights, title, and interest, including fixtures and equipment. The compensation amount for this property is the appraised value prepared by an appraiser licensed by the State of California. 25L -1 Settlement Agreement with Antonia Gonzalez for Grand Avenue Widening Project November 19, 2012 Page 2of2 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared Final Environmental Impact Report (SCH No. 1998051068) approved by the City Council in 2002. In accordance with the National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. FISCAL IMPACT Funds to cover the recommended settlement agreement payouts are appropriated in the Regional Surface Transportation Program (Accounting Unit 05917660 - 66220) and Transportation System Improvement Area Fund (Accounting Unit 99117950 - 66220). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Francisco Gutierrez i, Executive Director Executive Director Public Works Agency Finance & Management Services Agency RG /KN Exhibits: 1. Location Map 2. Agreement 25L -2 4 NTS ) '— 398 -383.84 �r 398- 383-08 m M 398. 383 -13 ao m M r/11 IP1T Iwrrnrrr.rx_xrrrx_rwr�wr�� �r.�w_�rxT�rx_.r,r. .r w_nT M j a �in i m n l m l M i i T i M I m i M! m m m T . i i i CmPi 1 rPmi 1 1 f1! o f rmPi � rmPi M m m i..r ! l ED I m 1 m i 1 m 1 rx.4rmxix _rq m I v i P l v I m i 1 m! m I i ED 10 I ao f m! m I ro I m Ii co iFIi jl m I m l m j m l m i m I THIRD STREET �rx �, �x_. rrx _�rxr�r��xr,_�rxrrw�r��rr.��r� m ILD io m j m � i m i m 1 m m 1 m Ion. Im NI 1 N M i ! N! ! i MI m j m m tD m j e I < P ! m { m j m m 1 P �• m �M U) I j m i n "!� 1 i i m m i m! m m m ! m _ �L ! In i In j In ! Q 1 inl m I m m I I 1 P I ! m 1 m 1 m 1e m l m M M M M xr .... j v ! 'M 1 ie i m i I x 1 N i M I 0 i in I m j n m T M Em€ m m m m m m! m m! 1 i E �u - m 1 m! m m! 1 i N ,IOi Q i i I m I m j 9) n I m! m 1 in 0! E Q i N 1 1 I v M,! P 1 co DO { O m I C I m P I M I P I P i P l e _..T.. �rm gi98�454 -IL m Ir m l ! i v C6 C6 i I e l m C6 l i P ! P 1 P I P ! P ! M ! M M M TLIrr,� „_„_„_„_„_x� �._rx_„ r,r,_„_, FIRST STREET LEGEND ® - SUBJECT PROPERTY 25L -3 y 25L -4 EXHIBIT 2 SELL ALL (NO SALVAGE) Project: Grand Avenue Widening, Project APN: 398 - 453 -05 & 06 Tenant - Seller: Antonia Gonzalez dba La Estrellita AGREEMENT FOR ACQUISITION OF TENANT - SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this day of , 2012, by and between THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ( "Buyer "), and ANTONIA GONZALEZ DBA LA ESTRELLITA ( "Tenant- Seller ") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant - Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant - Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements ") located in, on, or affixed in any manner to the premises known and numbered as 208B N. Grand Avenue Santa Ana, California ( "Premises ") which Premises are part of that real property described in Exhibit "1" attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any tenancy interest of Tenant - Seller ( "Tenancy Interest ") in and to the Premises and the Property. The Improvements to be conveyed by Tenant - Seller are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit "2 ". 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of: ONE THOUSAND NINE HUNDRED AND SIXTY -FIVE AND NO /100 DOLLARS ($1,965.00) ( "Purchase Price ") 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant - Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit "3" in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. RENTS OWED. Any and all rents owed to the Buyer prior to the date of vacate will be deducted from the Purchase Price. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant - Seller to Buyer all of Tenant - Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said 25L -5 Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant - Seller hereby warrants and certifies under penalty of perjury that Tenant - Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant - Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant - Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant - Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant - Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant - Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant- Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 2 25L -6 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenant - Seller for any and all current and /or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant- Seller hereby acknowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant - Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant - Seller may be entitled and the loss of business goodwill, if any). Tenant - Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees "), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in *any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant - Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant - Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. 3 25L -7 Tenant - Seller: 009 (TS 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATION TO EXECUTE. Tenant - Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant - Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT - SELLER. Tenant - Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant - Seller's knowledge; there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant - Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant - Seller shall not do anything which would impair Tenant - Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant - Seller's knowledge, all such items are in good working order. E. To the best of Tenant - Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or 4 25L -8 instrument to which Tenant - Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant- Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 19 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant- Seller nor, to the best of Tenant- Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property or the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant - Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from the Premises. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under §25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, _(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. S6901, et seq. (42 U.S.C. S6901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant - Seller's knowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations and ordinances of the city within which the subject Property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus. 5 25L -9 23. INDEMNITY. Tenant - Seller agrees to indemnify, defend and bold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in, or about, or the transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Premises. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death, tangible or intangible property damage, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity extends only to acts or omissions of Tenant - Seller herein. 24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. 6 25L -10 Mailing Address of Tenant - Seller 208B N. Grand Avenue Santa Ana, CA 92701 Mailing Address of Buyer 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Tenant- Seller By:rr�rx� Antonia Gonzalez Its: Date: Buyer THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: Jose Sandoval Chief Assistant City Attorney Date: 7 25L-11 EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY A -8 25L -12 LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOTS 1, 2, 3, AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPREY'S ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 39, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398 - 453 -05 AND 398453 -06 25L-g13 EXHIBIT "2" IMPROVEMENTS PERTAINING TO THE REALTY 25f-114 PUBLIC WORKS LA ESTRELLITA CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 9, 2012 ITEM DESCRIPTION FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALTY COND PIC # MARKET VALUE VALUE 1 96 SQ. FT WALL MOUNTED PEGBOARD, INSTALLED A 5898 $215 $0 2 1 SHELVING WOOD, RAW, 2" X 2" FRAME, PARTICLE A 5885 $525 $0 BOARD DECKING, 6' CLOSET DOWEL, 4 TIER, SHOP BUILT, 10 LINEAR FEET X 85H 3 1 CEILING FAN, HUNTER 52 ", WITH 24" DROP ROD A/G 5889 $150 $10 PLUG -IN, INSTALLED 4 1 SECURITY GATE, STOREFRONT, ACCORDIAN A 5890 $180 $0 STEEL, 13'X 8' INSTALLED 5 1 WINDOW COVERING, ROLL -UP SHADE, A $70 $0 PLASTIC, 5'X 7' 6 39 LINEAR FEET, FLEXIBLE ROPE LIGHTING FOR A $125 $0 WINDOW TRIM 7 1 INSTALLATION, GRIDWALL WIRE FRAME DISPLAY A $140 $0 PANELS 8 1 EXTERIOR SIGNAGE C/O A 5891 $560 $0 (12) INDIVIDUAL LETTERS, "LA ESTRELLITA ", PLASTIC WITH FOAM BACKING, 18"H (1) HAND PRINTED WINDOW SIGN, TX 5', SOLID BACKGROUND, 132 LETTERS, 4" H, BALLOON AND GIFT BOX ART TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $1,965 $10 251215 EXHIBIT" 3" QUITCLAIM DEED (See Attached) 25L -16 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Exempt from Recording Fee Pursuant to Government Code County Assessor's Parcel Number: 398 - 453 -05 & 06 Exempt from Documentary Transfer Tax In 6103 Pursuant to R &T Code $ 11922 pace above this line for ecor er s used QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, La Estrellita do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B ", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "K& "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this 1,411--day of C C. IL-, 2012. By: Date: le 25L -17 ALL - PURPOSE ACKNOWLEDGMENT State of California County of SS. ,L On ` o v , before me, 1P C DAVE -� personally appeared S✓� (�tJ!/1 , who proved to me on the basis of satisfactory evidence to be the person whose nan;� a) fe subscribed t� �within instrument and acknowledged to me that fiie she/ executed the same in ' Wthgir authorized capacity), and that by hi-s/ er/ hem signaturw) on the instrument the perso or the entity upon behalf of which the personA5) acted, executed the instrument. L. KANE Comm.# 1890136 N WTAU MAM c a MY COW. EV. MAY 8, X9 PLACE NOTARY SEAL IN ABOVE SPACE I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS in d and official seal. NOTARY'S SIGNATURE OPTIONAL INFORMATION The information below is optional. However, it may prove valuable and could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SW%NER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL \ ❑ CORPORATE OFFICER ❑ PARTNER(S) TITLE(S) ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN /CONSERVATOR ❑ OTHER: SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES ) TITLF OR TYPE OF DOCUMENT NUMBER OF PAGES APA012008 NOTARY BONDS, SUPPLIES AZ511 4ll8: / /WWW.VALLEY- SIERRA.COM (02005 -2008 VALLEY - SIERRA INSURANCE RIGHT r THUMBPRINT D OF s SIGNER a H APA012008 NOTARY BONDS, SUPPLIES AZ511 4ll8: / /WWW.VALLEY- SIERRA.COM (02005 -2008 VALLEY - SIERRA INSURANCE EXHIBIT "A" (to Quitclaim Deed) LEGAL DESCRIPTION OF PROPERTY 25L -19 LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOTS 1, 2, 3, AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPREY'S ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 39, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398453 -05 AND 398453 -06 25L -20 EXHIBIT "B" (to Quitclaim Deed) DESCRIPTION OF CONVEYED IMPROVEMENTS 25L -21 PUBLIC WORKS LA ESTRELLITA CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 9, 2012 ITEM DESCRIPTION FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALTY COND PIC # MARKET VALUE VALUE 1 96 SO. FT WALL MOUNTED PEGBOARD, INSTALLED A 5898 $215 $0 2 1 SHELVING WOOD, RAW, 2" X 2" FRAME, PARTICLE A 5885 $525 $0 BOARD DECKING, 6' CLOSET DOWEL, 4 TIER, SHOP BUILT, 10 LINEAR FEET X 8.5'H 3 1 CEILING FAN, HUNTER 52 ", WITH 24" DROP ROD A/G 5889 $150 $10 PLUG -IN, INSTALLED 4 1 SECURITY GATE, STOREFRONT, ACCORDIAN A 5890 $180 $0 STEEL, 13'X 8' INSTALLED 5 1 WINDOW COVERING, ROLL -UP SHADE, A $70 $0 PLASTIC, 5'X 7' 6 39 LINEAR FEET, FLEXIBLE ROPE LIGHTING FOR A $125 $0 WINDOW TRIM 7 1 INSTALLATION, GRIDWALL WIRE FRAME DISPLAY A $140 $0 PANELS 8 1 EXTERIOR SIGNAGE C/O A 5891 $560 $0 (12) INDIVIDUAL LETTERS, "LA ESTRELLITA ", PLASTIC WITH FOAM BACKING, 18" H (1) HAND PRINTED WINDOW SIGN, TX 5', SOLID BACKGROUND, 132 LETTERS, 4"H, BALLOON AND GIFT BOX ART TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $1,965 $10 25L -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: AGREEMENT WITH MATER, INC., FOR DIGITAL WATER MAPPING SERVICES r r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: rTATJ--J:T67W9 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement (Exhibit 1) with iWater, Inc., subject to non - substantive changes approved by the City Manager and City Attorney, to provide digital water mapping services in an amount not to exceed $150,000. DISCUSSION Digital water mapping has become an integral part of the Water Resources Division operations. This system enables City maintenance crews and Water Engineering staff to respond quickly to emergencies; collect, store, and retrieve data; and facilitate routine maintenance on water infrastructure assets in a paperless environment. Through this system, information becomes immediately available during field maintenance activities. In addition, all users of the system are able to view water data via the Public Works Agency Geographic Information System. This data sharing facilitates records research by other City agencies. On June 1, 2009, City Council awarded a contract to iWater, Inc., for digital water mapping services, computer hardware configuration and installation, professional on -call services, and system service support. This agreement expands upon the scope of work to include Global Positioning System (GPS) data collection and processing, computerized maintenance management system (CMMS) integration, professional on -call services, and system service maintenance and support. These enhancements will improve and integrate the CMMS, enhancing the overall quality and accuracy of the digital water map. Additionally, the Water Resources Division will have improved access for their information needs under normal and emergency working conditions. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 25M -1 Agreement with iWater, Inc., for Digital Water Mapping Services November 19, 2012 Page 2 of 2 FISCAL IMPACT Funds are available in the Water Administration and Engineering Fund (Accounting Unit: 06017645- 62300). Raul Godinez II Executive Director Public Works Agency RG /CB /BI Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: -r � va ��� a Ia V k , 'J Francisco Gutierrez Executive Director Finance & Management Services Agency 25M -2 CONSULTANT AGREEMENT THIS AGREEMENT made and entered into this 19`h day of November, 2012 by and between iWater, Inc., a California corporation (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of GIS mapping services to map the Santa Ana water system. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide iWater's infraMAP site license for unlimited users, including download and configuration of the infraMAP application on ten field laptop computers and a dedicated server for the City's Water Engineering Department, as well as software and hardware service and support, as set forth in Exhibit A, attached hereto and incorporated by this reference. Consultant may be asked to provide additional services which shall be authorized by a writing executed by the Executive Director of the Public Works Agency. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to material produced as a deliverable under the Agreement, including but not limited to books, reports, plans, photographs, drawings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $150,000.00 during the term of this Agreement. 25M -3 b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 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. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Due to the nature of services provided, Commercial General Liability Insurance is not required. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 25M -4 (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect 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. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the 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 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. 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 25M -5 law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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 Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 fax 714 - 647 -6956 With courtesy copies to: Public Works Agency — Water Resources City of Santa Ana 220 S. Daisy Avenue (M -85) Santa Ana, California 92703 fax 714- 647 -3345 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 fax 714 - 647 -6515 To Consultant: IWater, Inc. Don Rhodes 18 Goodyear, #100 Irvine, California 92618 fax 949 - 768 -4155 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 telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25M -6 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. 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. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 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 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 25M -7 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. 16. 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. 17. 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 attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: RAUL GODINEZ, II P.E. Executive Director - PWA iTme CITY OF SANTA ANA PAUL M. WALTERS City Manager iWATER, INC. DON RHODES Owner 1. Support Software: Exhibit A $24,000 /yr, $2,000 /month Support includes 12 months of unlimited telephone, online support and training of infraMAP software. All configuration files, MXD documents, batch files and document management strategies will be provided as needed. Data back up to our remote server, bi- monthly. 2. Support Equipment: $40,000/ yr Support for all iWater /infraMAP hardware, per occurrence. Any hardware used with infraMAP /GIS project software will be supported. This will include both warranty and non - warranty items up to the value of the contract. 3. Professional Services: $50,000 /yr Onsite GIS /IT: $150 /hr: iWater will provide a GIS /IT professional for onsite projects. This may include GIS /IT management, updates or project specific programming. Remote GIS /IT: $75 /hr: iWater will have a GIS /IT professional work on projects that can be completed at our office and not required to be completed at the City facility. Field crew: $150 /hr: iWater will provide a two man crew that has CA Department of Health Water Distribution certificates to support the City field crews. All vehicles and equipment will be provided by iWater for the specific project. Project information will be provided to the city and updated within the city GIS database. Meter /GPS crew: $75 /hr: iWater will provide a one man crew with CA DHS Water Distribution certificate to support the City field crews. All vehicles and equipment will be provided by iWater. Project information will be provided to the City and updated in the City GIS database. 4. CMMS Integration $36,000 /yr Install infraMAP 7 with task manager and upgrade to infraMAP 8 with task manager when the City migrates to esri gis 10.1 framework. Integrate upgraded infraMAP with a Computer Maintenance Management System. 25M -9 25M -10 REQUEST FOR COUNCIL ACTION °tom. CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: PURCHASE ORDER EXTENSION WITH METROPOLITAN WATER DISTRICT FOR IMPORTED WATER PURCHASE r CITY PV1ANAUtK RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2 I Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached purchase order (Exhibit 1) for a two -year extension between the Metropolitan Water District of Southern California and the City of Santa Ana to obtain imported water, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION At its October 9, 2012, meeting, the Metropolitan Water District (MWD) Board approved to amend and restate existing purchase orders for two years, to December 31, 2014, with no changes in the terms and conditions. Most significantly, the two -tier rate structure that was established in 2003 will remain the same. Member agencies have the opportunity to extend their purchase orders, guaranteeing a minimum quantity of water over a two -year period from January 1, 2013, through December 31, 2014. Each member agency's minimum quantity of water is based on its highest year's firm demand (base demand) since FY 1989 -90 and will not change. For Santa Ana, the base demand will remain at 13,476 acre -feet (AF) per year. Without a purchase order extension, a member agency can purchase up to 60 percent of its base demand (for Santa Ana this would be 8,086 AF) each year at MWD's Tier 1 rate of $847 per AF for CY 2013. All additional water purchases would be charged at MWD's Tier 2 rate of $997 per AF for CY 2013, and would be subject to the availability of Tier 2 water supplies. By extending the purchase order, a member agency can purchase up to 90 percent of its base demand (for Santa Ana this would be 12,129 AF) each year at the Tier 1 rate. In the original purchase orders, agencies were committed to purchasing a 10 -year minimum on a "take or pay" basis. "Take or pay" means that if the City purchased less than the purchase order commitment during the 10 -year period, it would still be required to pay for the unused quantity of water. For Santa Ana, the 10 -year commitment is to purchase 79,029 AF, which meets its purchase order commitment. 25N -1 Purchase Order Extention with Metropolitan Water District for Imported Water Purchase November 19, 2012 Page 2 of 2 Staff recommends extending the purchase order with MWD based on a comparison of estimated FY 2013 -14 MWD supply costs with and without the extension. Water supply costs without the purchase order extension are estimated to be $10.9 million. However, with the extension, the purchased water costs are estimated to be $10.3 million, a savings of approximately $606,000. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the Water Production and Supply Fund (Accounting Unit 06017640- 63001). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II V Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Mgmt, Services Agency RG /NS Exhibit: 1. Agreement 25N -2 AMENDED AND RESTATED PURCHASE ORDER FOR SYSTEM WATER TO BE PROVIDED BY THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA PURCHASER: CITY OF SANTA ANA TERM 12 years INITIAL BASE FIRM DEMAND: 13,476.3 acre -feet EFFECTIVE DATE: January 1, 2003 INITIAL TIER 1 ANNUAL MAXIMUM: 12,128.7 acre -feet PURCHASE ORDER COMMITMENT: 97,029.0 acre -feet Definitions of capitalized terms used in this Purchase Order are provided in Attachment 1. Terms used in this Purchase Order and not defined in Attachment 1 are defined in Metropolitan's Administrative Code. COMMITMENT TO PURCHASE. In consideration of Purchaser's commitment to purchase System Water pursuant to this Purchase Order, Metropolitan agrees to sell such System Water to Purchaser at the Tier 1 Supply Rate each year in an amount up to the Tier 1 Annual Maximum. System Water sold to Purchaser (excluding deliveries of interruptible water, including but not limited to the Interim Agricultural Water Program, Long -Term Seasonal Storage Service and Replenishment Service) in an amount greater than the Tier 1 Annual Maximum shall be sold to the Purchaser at the Tier 2 Supply Rate. In connection with the receipt of System Water, the Purchaser also agrees to pay all other applicable rates and charges, as established by Metropolitan from time to time in accordance with Section 4304 of the Administrative Code. The rates and charges applicable to System Water as of the Effective Date are shown in Attachment 2. Purchaser agrees to purchase System Water from Metropolitan during the Term in an amount (excluding deliveries of interruptible water, including but not limited to the Interim Agricultural Water Program, Long -Term Seasonal Storage Service and Replenishment Service) not less than the Purchase Order Commitment. Purchaser recognizes and agrees that Metropolitan has relied and will, during the term of this Purchase Order, rely on this commitment by Purchaser in setting its rates and charges, planning and providing its capital facilities and developing its water supply, management and reliability programs. If Purchaser's applicable System Water purchases during the Term are less than the Purchase Order Commitment, Purchaser agrees to pay Metropolitan an amount equal to the difference between the Purchase Order Commitment and Purchaser's applicable System Water purchases during the Term times the average of the Tier 1 Supply Rate in effect during the Term. The Purchaser agrees to pay such amount to Metropolitan within the next regular billing cycle following the reconciliation of all certifications for special programs that the Purchaser may participate in (e.g. Interim Agricultural Water Program, Long -term Seasonal Storage Service). The Purchaser may elect to pay such amount in twelve equal monthly payments over the course of the next twelve months beginning with the first regular billing cycle -I- 25N-3 following the reconciliation of all outstanding certifications for special programs. If the Purchaser elects to pay such amount over the course of the next twelve months following the regular billing cycle any outstanding balance shall bear interest at Metropolitan's then current investment portfolio average yield. All other amounts payable under this Purchase Order shall be billed and paid in accordance with the Administrative Code. The Purchaser further recognizes that this Purchase Order is entered into for the direct benefit of the holders and owners of Metropolitan's Bonds issued from time to time under the Act and the Bond Resolutions, and the income and revenues derived from this Purchase Order will be pledged for the purposes set forth in the Bond Resolutions, including the payment of principal of and interest on such Bonds. RENEWAL: Prior to but not later than December 31, 2010, the Purchaser may provide a non - binding written notice to Metropolitan of the Purchaser's determination to extend this Purchase Order. Upon the receipt of such notice, the Board of Directors of Metropolitan (the "Board ") shall determine whether Metropolitan will continue to provide System Water to member agencies by Purchase Order. If the Board so determines, the Purchaser and Metropolitan shall amend this Purchase Order to include an extended term and /or to include such other terms and conditions as may be mutually agreed by the parties. If the Purchaser elects not to renew this Purchase Order it will terminate upon the expiration of the Term. WATER SERVICE: Conditions of water service by Metropolitan to the Purchaser, including but not limited to (i) delivery points, (ii) water delivery schedules, and (iii) water quality, will be determined in accordance with Chapter 5 (Section 4500 through 4514, inclusive, as applicable) of Metropolitan's Administrative Code. In accordance with its Administrative Code, Metropolitan shall use its reasonable best efforts to supply System Water in the quantities requested by the Purchaser, but is not obligated to dedicate any portion of System capacity for the conveyance, distribution, storage or treatment of System Water for the benefit of the Purchaser or any other member agency. Metropolitan shall use its reasonable best efforts to deliver the Firm Demand when needed by the Purchaser during the Term; provided however, there shall be no default under this Purchase Order if Metropolitan fails to deliver water to the Purchaser in accordance with any such schedule of deliveries during the Term. By execution of this Purchase Order, the Purchaser recognizes and agrees that it acquires no interest in or to any portion of the System or any other Metropolitan facilities, or any right to receive water delivered through the System, excepting the right to purchase up to Purchaser's Tier 1 Annual Maximum at the Tier 1 Supply Rate provided that System Water is available. This Purchase Order governs pricing of the System Water delivered to the Purchaser pursuant to this Purchase Order and does not confer any entitlement to receive System Water. System Water provided to the Purchaser under the terms of this Purchase Order shall be subject to reduction in accordance with the shortage allocation provisions of the Water Surplus and Drought Management Plan (the "WSDM Plan ") or other such policies and principles governing the allocation of System Water as adopted by the Board. In the event that Metropolitan's Board determines to reduce, interrupt or suspend deliveries of System Water, any outstanding balance of the Purchase Order Commitment at the end of the Term shall be reduced by the reduction in System Water made available to the Purchaser under this Purchase Order. -2- 25N -4 MISCELLANEOUS: This Purchase Order will be interpreted, governed and enforced in accordance with the laws of the State of California. This Purchase Order will apply to and bind the successors and assigns of the Purchaser and Metropolitan. No assignment or transfer of the rights of the Purchaser under this Purchase Order will be valid and effective against Metropolitan or the Purchaser without the prior written consent of Metropolitan and the Purchaser. If at any time during the Term, by reason of error in computation or other causes, there is an overpayment or underpayment to Metropolitan by the Purchaser of the charges provided for under this Purchase Order, which overpayment or underpayment is not accounted for and corrected in the annual re- determination or reconciliation of said charges, the amount of such overpayment or underpayment shall be credited or debited, as the case may be, to the Purchaser. Metropolitan will notify the Purchaser in writing regarding the amount of such credit or debit, as the case may be. In no case will credits or debits for charges provided for under this Purchase Order be administered beyond the limit for billing adjustments as specified in Metropolitan's Administrative Code. IN WITNESS WHEREOF, this Amended and Restated Purchase Order is executed by the duly authorized officers of the Metropolitan Water District of Southern California and City of Santa Ana, as of December _, 2012. THE METROPOLITAN WATER DISTRICT OF CITY OF SANTA ANA SOUTHERN CALIFORNIA M By: Jeffrey Kightlinger General Manager [Title] APPROVED AS TO FORM AND CONTENT: General Counsel By: General Counsel By: -3- 25N -5 Attachment 1 Amended and Restated Purchase Order for System Water DEFINITIONS "Act" means the Metropolitan Water District Act, California Statutes 1969, Chapter 209, as amended and supplemented from time to time. "Base Firm Demand" means the greater of (i) the Initial Base Firm Demand Post IAWP or (ii) the ten -year rolling average of the Purchaser's Firm Demand, measured on a fiscal year basis. "Bonds" means water revenue bonds or notes issued under the Bond Resolutions. "Bond Resolutions" means Resolution No. 8329 or Resolution No. 8322, both as amended and supplemented, or any other resolution authorizing the issuance of bonds, notes or other obligations secured by Metropolitan's water sales revenues. "Effective Date" means the effective date of this Purchase Order as specified above. "Firm Demand" means the Purchaser's purchases of non - interruptible System Water supplies, including full service, seasonal shift, Conjunctive Use Program, Surface Storage Operating Agreement water, Recharge and Recovery Operating Agreement water, or any other water program deemed to be a firm delivery of water. "Initial Base Firm Demand" means the Purchaser's highest annual Firm Demand on Metropolitan in any fiscal year during the period from fiscal year 1989/90 through fiscal year 2001/02. In accordance with procedures set forth in Metropolitan's Administrative Code, the Initial Base Firm Demand will be revised to reflect certified and verified deliveries under the Interim Agricultural Water Program and Long -term Seasonal Storage Service Program as such certifications affect the Initial Base Firm Demand. "Initial Base Firm Demand Post IAWP" means the Purchaser's highest annual delivery of water from the District, excluding water delivered under Long -Term Seasonal Storage Service and other deliveries of interruptible water but including Interim Agricultural Water Program deliveries, during any fiscal year from fiscal year 1989/90 through fiscal year 2001/02. "Metropolitan" means The Metropolitan Water District of Southern California. "Purchase Order Commitment" means 60% of the Initial Base Firm Demand times 12. Deliveries of System Water made under the Interim Agricultural Water Program and Long -Term Seasonal Storage Service will not count toward the Purchase Order Commitment. "Purchase Order" means this Amended and Restated Purchase Order for System Water. "Purchaser" means the member public agency specified above, a duly organized [city /water district/county water authority] of the State of California. "System" means the properties, works and facilities of Metropolitan necessary for the supply, development, storage, conveyance, distribution, treatment or sale of water. -4- W_L1 Me "System Water" means water supplies developed by Metropolitan and delivered to the Purchaser through the System or other means (e.g. conjunctive use storage). "Term" means the term of this Purchase Order as specified above. "Tier 1 Annual Maximum" means an amount equal to 90% of the Base Firm Demand. "Tier 1 Supply Rate" means Metropolitan's per- acre -foot Tier 1 Supply Rate, as determined from time to time by Metropolitan's Board of Directors. The initial Tier 1 Rate is $73 /AF. "Tier 2 Supply Rate" means Metropolitan's per- acre -foot Tier 2 Supply Rate, as determined from time to time by Metropolitan's Board of Directors. The initial Tier 2 Rate is $154/AF. "Water Surplus and Drought Management Plan (WSDM)" means Metropolitan's policy and procedures for managing supplies and drought conditions as adopted by the Board from time to time. -5- 25N -7 Attachment 2 Amended and Restated Purchase Order for System Water RATES AND CHARGES M W_\_Q'i Effective January 1, 2013 Effective January 1, 2014 Tier 1 Supply Rate ($ /AF) $140 $148 Tier 2 Supply Rate ($ /AF) $290 $290 System Access Rate $ /AF $223 $243 System Power Rate $ /AF $189 $161 Water Stewardship Rate $ /AF $41 $41 Full Service Untreated Rate ($ /AF): Tier 1 $593 $593 Tier 2 $743 $735 Treatment Surcharge $ /AF $254 $297 Full Service Treated Rate $ /AF : Tier 1 $847 $890 Tier 2 $997 $1,032 Readiness -to -Serve Charge $ millions $142 $166 Capacity Charge $ /cfs $6,400 $8,600 M W_\_Q'i REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: AGREEMENT TO PROVIDE ANNUAL MAINTENANCE AND SUPPORT FOR SIMPLEX/GRINNELL LP. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: --I• 971 ❑ As Recommended ❑ As Amended ❑ Ordinance on 15t Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Simplex/Grinnell LP, for the annual maintenance and support of the Electronic Door Access System in an amount not to exceed $14,796, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On July 6, 2009, Council approved the agreement with Simplex/Grinnell LP, to provide annual maintenance and support of the Electronic Door Access System. The Police Department currently uses the card access control system as a part of the controlled entry into the Police Administration Building, Jail facility, and a portion of City Hall. The Santa Ana Police Department wishes to amend said Agreement to provide for an additional year of basic service and maintenance. This system is proprietary and can only be serviced by Simplex/Grinnell LP. The recommended action will allow for continuous service to the Santa Ana Police Department. FISCAL IMPACT Funds are available in the Police Department's Computer Services fund (account no. 01114425- 62300). Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 250 -1 250 -2 FOURTH AMENDMENT TO CONSULTANT AGREEMENT This FOURTH AMENDMENT TO AGREEMENT, is entered into this cn day of November, 2012, by and between Simplex /Grinnell LP, a California corporation (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS: A. City and Consultant entered into Agreement #N- 2008 -160, dated December 1, 2008, for the service and maintenance of an electronic door access systems (hereinafter "said Agreement "). B. City and Consultant entered into a First Amendment to Agreement No. A- 2009 -195, dated October 1, 2009, amending the Scope of Services to provide system testing and maintenance services, amending compensation to pay for additional services, and extending the term of the Agreement for an additional one -year period. C. City and Consultant entered into a Second Amendment to Agreement No. A- 2010 -229, dated November 1, 2010, amending the Scope of Services to provide system testing and maintenance services, amending compensation to pay for additional services during the extended term, and extending the term of the Agreement for an additional one -year period. D. City and Consultant entered into a Third Amendment to Agreement No. A -2011 -271, dated January 4, 2012, amending the Scope of Services to provide system testing and maintenance services, amending' compensation to pa;, f ^r additional services during the extended term, extending the term of the Agreement for an additional one -year period, and amending the indemnification language contained in the Agreement. E. In accordance with the terms and conditions of said Agreement, the Parties desire to amend the scope of this agreement, the compensation and extend the term of said Agreement for an additional one year period. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall amend to include the summary of services and special provisions set forth in the attached Exhibit A. 2. Section 2, COMPENSATION, shall amended to increase compensation to an amount not to exceed $14,796.00 to pay for system testing and maintenance services provided during the extended term. 250 -3 3. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one -year period through October 31, 2013. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY CITY OF Sr'_' : A ANA: PAUL M. WALTERS Interim City Manager SIMPLEX /GRINNELL, LLP LAURA A. ROSSINI (Name) Assistant City Attorney (Title) 250 -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: AGREEMENT TO PROVIDE ANNUAL MAINTENANCE AND SUPPORT FOR TIBURON, INC. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on Vt Reading ❑ Ordinance on 2 d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Tiburon Inc., for the annual maintenance and support of the Computer Aided Dispatch (CAD) System in an amount not to exceed $38,146, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On April 2, 2011, Council approved the agreement with Tiburon to provide annual maintenance and support of the Computer Aided Dispatch System for the Santa Ana Police Department. The Police Department currently uses the CAD system to manage and dispatch all calls for service throughout the City. The Santa Ana Police Department wishes to amend said Agreement to provide for an additional year of basic service and maintenance. The recommended action will allow for continuous service to the Santa Ana Police Department. FISCAL IMPACT Funds are available in the Police Department's Computer Services fund (account no. 01114425- 62300). \ 4FSZ-�-- Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25P -1 25P -2 FIRST AMENDMENT TO AGREEMENT This FIRST AMENDMENT TO AGREEMENT is entered into on November 30, 2013, by and between TIBURON, INC., (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. City and Consultant entered into Agreement #A- 2012 -065, dated March 19th, 2012, and (hereinafter said Agreement ") by which Consultant was to provide the Santa Ana Police Department with maintenance and support of existing Computer Aided Dispatch (CAD) system, IQ /CAD and its related components. B. In accordance with the terms and conditions of said Agreement, the Parties desire to amend the scope, amend the compensation, and extend the term of said Agreement for an additional one -year period. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to' all the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to include system testing and maintenance services as set forth in Exhibit A (entitled "Maintenance and Support Guidelines ") to this First Amendment to Agreement. 2. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $38,146.00 to pay for the services set forth in Exhibit A to this First Amendment to Agreement during the extended term. 3. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one -year period through November 30th, 2013. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25P -3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY LAURA A. ROSSINI Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager TIBURON, INC. (Name) (Title) 25P -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: CONDITIONAL USE PERMIT NO. 2012 -22 AND VARIANCE NO. 2012 -08 TO ALLOW A RESTAURANT AND DRIVE - THROUGH LANE IN THE SP -2 ZONE, AND A REDUCTION IN THE VEHICLE STACKING LANE -FOR DRIVE - THROUGH LANE AT 3825 WEST FIRST STREET — HDMM ENTERPRISE, APPLICANT Jr� CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2012 -22 as conditioned and Variance No. 2012 -08 as conditioned. PLANNING COMMISSION ACTION On October 8, 2012, the Planning Commission adopted a resolution approving Conditional Use Permit No. 2012 -22 (a) as conditioned to allow a restaurant in the North Harbor Specific Plan zoning district, Conditional Use Permit No. 2012 -22 (b) as conditioned to allow a drive - through lane, and Variance No. 2012 -08 as conditioned to allow a reduction in the vehicle stacking lane for drive - through lane for a Popeye's Louisiana Kitchen by a vote of 6:0 (Turner absent) located at 3825 West First Street. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). FISCAL IMPACT There is no fiscal impact associated with this action. Jay�-M. Trevino Executive Director Planning & Building Agency MM:rb mm \reports\cup12- 22va12 -08 3825WFirst.cc Exhibit: A. Planning Commission Staff Report 31A-1 'ki r =v , REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: OCTOBER 8, 2012 TITLE: PUBLIC HEARING — CONDITIONAL USE PERMIT NO. 2012 -22 AND VARIANCE NO. 2012 -08 TO ALLOW A RESTAURANT AND DRIVE - THROUGH LANE IN THE SP -2 ZONE, AND A REDUCTION IN THE VEHCILE STACKING LANE FOR DRIVE - THROUGH LANE AT 3825 WEST FIRST STREET Prepared by Melanie G. McCann :::AE ecutive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended • As Amended • Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Planning Manager 1. Adopt a resolution approving Conditional Use Permit No. 2012 -22 (a) as conditioned to allow a restaurant in the North Harbor Specific Plan zoning district. 2. Adopt a resolution approving Conditional Use Permit No. 2012 -22 (b) as conditioned to allow a drive - through lane. 3. Adopt a resolution approving Variance No. 2012 -08 as conditioned to allow a reduction in the vehicle stacking lane for drive - through lane. DISCUSSION Request of the Applicant HDMM Enterprise, applicant for Popeye's Louisiana Kitchen at 3825 West First Street, is requesting approval of a conditional use permit and variance to allow a restaurant and drive -through within the North Harbor Specific Plan (SP -2). Additionally, the applicant is requesting approval of a variance from Section 41 -1341 of the Santa Ana Municipal Code (SAMC) for a reduction in the stacking lane requirements for the drive - through lane. Protect Location and Site Description The project site includes a 31,067 square foot parcel, surrounded by a larger commercial center. Located on First Street, just west of Harbor Boulevard, the subject property is adjacent to commercial and retail businesses to the north, south, east and west. Residential mobile home developments are located further west and southwest of the project site (Exhibits 1 and 2). The subject property includes an existing 2,620 square foot building that was previously used as a restaurant, but has been vacant and unoccupied for over one year. EXHIBIT A lkii[_7 CUP No. 2012 -22 & VA No. 2012 -08 October 8, 2012 Page 2 Proiect Description The applicant proposes to rehabilitate the subject site and existing 2,620 square foot building to operate a Popeye's Louisiana Kitchen restaurant use. The project also includes a drive- through service lane for take -out dining requests. The proposed site improvements include upgrades to landscape areas, extension of the drive - through lane, addition of bicycle racks, and exterior architectural enhancements. The proposal will also include interior improvements to facilitate their restaurant design and provide 68 fixed seats for indoor dining. Operating hours for the restaurant are anticipated to be from 6:00 a.m. to midnight, seven days per week. A new landscape planter is proposed at the entry of the drive - through lane, thereby extending the stacking lane for vehicles waiting to place their food order. Two new landscape planters will be provided on either side of the main restaurant entrance, in conjunction with a new handicap accessible parking improvements (Exhibits 3 and 4). All new landscape planters as well as planters located at the base of the building will incorporate drought tolerant plant materials. The architecture of the proposed new restaurant includes multiple building materials including ledger stone veneer and stucco, window trim, metal awnings, faux shutters and decorative wrought iron accents. The proposed architecture meets the Citywide Design Guidelines; while the exterior building in color and style is distinctive, it is compatible with the existing architectural styles in adjacent commercial center (Exhibits 5 and 6). Since the parcel has been unoccupied for more than one year, the legal non - confirming status has been lost, and the City's non - conforming ordinance (Section 41 -683) requires any subsequent new use meet all aspects of the Zoning Code. Thus, a conditional use permit is required to allow a restaurant, as well as a drive - through in the North Harbor Specific Plan (SP -2) zoning district. The proposed project plans detail a number of upgrades to the site and building architecture to achieve current City standards. Project Background The project site at 3825 West First Street, along with the surrounding "McCalla" commercial center, was originally entitled as an 8.26 acre integrated site in 1984, with the approval of Specific Development No. 22 (SD -22). While the subject site and the adjacent parcel share integrated parking and access, they are two separate legal parcels. The existing restaurant building on the subject site was constructed in 1986 as a Taco Bell restaurant, and operated as a drive - through restaurant until approximately 2009. In 1994, the North Harbor Specific Plan was adopted and the zoning for the property was changed from SD -22 to SP -2. General Plan and Zoning Analysis The General Plan land use designation for the site is General Commercial (GC), which allows a wide range of commercial and service uses. The proposed restaurant use is consistent with the general plan land use designation. 31A-4 CUP No. 2012 -22 & VA No. 2012 -08 October 8, 2012 Page 3 The subject site is within the North Harbor Specific Plan General Commercial zoning district (SP- 2). The SP -2 zoning district allows for a variety of retail uses, office, cinema and public facility uses; while other uses such as restaurants, drive - through facilities, gas stations and public dance places require a conditional use permit. Project Analysis The applicant is requesting approval of a conditional use permit to allow a restaurant use, as well as a drive - through lane in the North Harbor Specific Plan (SP -2) zoning district. Per the Harbor Specific Plan zoning Section 3.5.2, "restaurants and other eating establishment(s), including take- out..." requires a conditional use permit. The North Harbor Specific Plan was adopted in 1994 with this requirement, in response to the community's interest to encourage additional sit -down restaurants to serve the area. The intent of the conditional use permit is to ensure that uses comply with the general concepts and policies of the North Harbor Specific Plan. The applicant is also requesting a variance from the vehicle stacking requirement for the vehicle drive- through lane serving the restaurant. Per Santa Ana Municipal Code Section 41 -1341, each drive - through eating establishment shall have vehicular stacking lanes of at least 80 feet from the pick -up window to the order point, and 80 feet from the order point to the end of the drive - through lane. The proposed project has converted three parking spaces into a landscape planter to extend the length of the drive through lane, and reduce the potential for vehicle waiting to make their meal order to block the adjacent drive aisle. As noted below, the extended drive - through lane does not fully meet the City requirements. While 80 feet is the required distance between the entry point of the drive - through lane and the food order window, only 57 feet is provided. Entry of drive - through lane to order point Order point to pick -up window Total Existing Proposed Required 51 ft 57 ft 80 ft 95ft 95 ft 80 ft 146 ft 152 ft 160 ft The project plans have been designed to provide improvements to the site to bring it into compliance with current Zoning Code standards. This includes providing additional landscape planters, trees for existing landscape planters, new drought tolerant plant material at the base of the building and within the three new landscape planter areas (Exhibit 7), bike racks, and exterior architectural enhancements. The parking needs for the subject site is accommodated through a shared parking and access agreement with the adjacent commercial property. Based on a recent parking study there is sufficient on -site parking to serve the subject property and adjacent integrated commercial center. New signs for the restaurant will be in scale with the building architecture and meet current sign code standards. 31A-5 CUP No. 2012 -22 & VA No. 2012 -08 October 8, 2012 Page 4 Conditional Use Permit Popeye's Louisiana Kitchen proponent is seeking a conditional use permit to allow a restaurant in the North Harbor Specific Plan (SP -2) zoning district. Conditional use permits are governed by Section 41 -638 of the SAMC, and may be granted when it can be shown that the following can be established: • That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. • That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. • That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. • That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. • That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Using this information staff has prepared the following analysis which, in turn, forms the basis for the recommendation contained in this report. In analyzing the conditional use permit request, staff believes that the following findings of fact warrant approval of the conditional use permit. • The project will provide a service or facility which will contribute to the community. The facility is a commercial eating establishment that will provide additional dining options and social gathering opportunities to residents and visitors of the City. Further, the business will provide additional employment opportunities for residents that live in the City. The restaurant and drive - through lane will not be detrimental to persons residing or working in the area as the facility is located within an area of the City that is predominantly commercial in nature. Further, improvements will be made to the site that will bring the site into compliance with applicable disability act standards. Finally, conditions have been placed on the project that will mitigate any negative or adverse impacts created by the use that could otherwise affect the health, safety, or general welfare of the surrounding businesses. lkl_I�Q� CUP No. 2012 -22 & VA No. 2012 -08 October 8, 2012 Page 5 The proposed use will not adversely affect the economic stability of the area but will instead identify the site as a viable site to conduct business. The site was previously vacant and is proposed to be occupied by a use that is consistent with the zoning for the property. The reuse of the site, in conjunction with the improvements that will be made to the site, will enhance the economic viability of the area. • The use will be in compliance with all regulations and provisions of Chapter 41 (Zoning Code) of the Santa Ana Municipal Code. Site improvements are proposed to the parking lot that will bring the site into compliance with the Zoning Code, in conjunction with a requested variance for a reduction in the vehicle stacking requirement for the drive - through lane. The proposed use will not adversely affect the General Plan, but rather support its goals. Goal 1 of the Land Use Element encourages uses that promote a balance of land uses that address basic community needs. Goal 2 encourages uses that enhance the City's economic and fiscal viability. Goal 5 ensures that the impacts of development are mitigated. In addition, the proposed restaurant use is consistent with the concepts and policies of the North Harbor Specific Plan to promote uses that enhance and support the residential uses surrounding Harbor Boulevard, and Goal 5 supports the enhancement of the economic viability of the Harbor Boulevard area. The restaurant will further these policy goals as it will occupy a vacant space within a major commercial center, thereby identifying this center as a viable and successful economic center. Variance Popeye's Louisiana Kitchen proponent is seeking a variance to allow a 23 feet reduction, the equivalent of 1.3 cars in length, from the required drive - through lane stacking distance. Variance requests are governed by Section 41 -638 of the SAMC. Variance requests may be granted when it can be shown that the following can be established: Variance requests are governed by Section 41 -638 of the SAMC, and may be granted when it can be shown that the following can be established: • That there exists a special circumstance related to the property, such as size, shape, topography, location or surroundings. • That the granting of the variance is necessary for the preservation and enjoyment of substantial property rights. • That the granting of the variance will not be detrimental to the public or surrounding property. • That the granting of the variance will not adversely affect the General Plan. 31A-7 CUP No. 2012 -22 & VA No. 2012 -08 October 8, 2012 Page 6 If these findings can be made, then it is appropriate to grant the variance. Conversely, the inability to make these findings would result in a denial. Using this information, staff has prepared the following analysis, which forms the basis for the recommendation contained in this report. In analyzing the variance request staff must be able to show that findings can be made that support the criteria listed above. The project site has a special circumstance related to its size, shape and location. The property is located adjacent to First Street on one side, and surrounded by an existing fully developed commercial center to the north, east and west. The subject parcel and the surrounding commercial parcel are integrated with shared parking and common access, they are separate legal parcels. The existing drive- through stacking lane has been expanded, within the existing surrounding physical limitations of the site. The proposed restaurant is also designed to comply with the development standards set forth in Chapter 41 of the Santa Ana Municipal Code including front yard setbacks and landscaping. • The granting of the variance is necessary for the preservation and enjoyment of substantial property rights. Allowing the restaurant to be improved and reoccupied with a reduction in the drive - through stacking lane will allow the owner the ability to utilize the property with a well - designed commercial use that is consistent with the North Harbor Specific Plan zoning district (SP -2). Shifting the structure or relocating the menu board or pick -up window to comply with the 80 foot stacking requirement, as measured from the menu board to the end of the drive - through lane, would reduce the feasibility of the proposed commercial endeavor. The granting of the variance will not be materially detrimental to the public or surrounding properties as the building and site have been designed to comply with all applicable development standards. The new restaurant building and related site improvements and landscaping will enhance this property as well as the surrounding properties. The ledger stone veneer at the main entries and stucco materials, as well as decorative metal awning, faux shutters, and wrought iron features are proposed to enrich the elevation and contribute to the character and aesthetics of the adjacent business community and neighborhood. The proposed use will not adversely affect the General Plan, but rather support its goals. Goal 1 of the Land Use Element encourages uses that promote a balance of land uses that address basic community needs. Goal 2 encourages uses that enhance the City's economic and fiscal viability. Goal 5 ensures that the impacts of the development are mitigated. Public Notification The project site is located within with the Riverview West Neighborhood Association and west of the Santa Anita Neighborhood Association boundaries. Upon request, staff attended the Riverview Neighborhood Association on September 18, 2012 to share the project plans and development lki CUP No. 2012 -22 & VA No. 2012 -08 October 8, 2012 Page 7 approval process. No issues were raised regarding the project at the meeting. The Santa Anita Neighborhood Association representative was contacted by phone October 1, 2012 to discuss the project; no issues were raised at that time. The Riverview West and Santa Anita Neighborhood Associations were notified by mail 10 days prior to this public hearing. The project site itself was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to surrounding property owners within 500 feet of the project site, as well as concerned citizens listed on the Permanent Notification List. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2012 -22 and Variance No. 2012 -08 as conditioned. CEQA Analysis In accordance with the California Environmental Quality Act, the proposed project is exempt from further review pursuant to Section 15301, Class 1 for a project that consists of minor alterations of an existing structure, and Class 15303, Class 3 for a new commercial building less than 10,000 square feet in an urbanized area. Categorical Exemption Environmental Review No. 2012 -52 will be filed for this project. Melanie G. McCann, AICP Associate Planner MM:jm mmlreportskcup12- 22va12 -08 3825WFtrst.pc Attachments: Exhibit 1 — General Vicinity Map Exhibit 2 — Existing Land Use Map Exhibit 3 — Site Plan Exhibit 4 — Floor Plan Exhibit 5 — South Elevation Exhibit 6 — North Elevation Exhibit 7 — Landscape Plan iki HAZARD AV.. RI Sb -53 I -T I J � , I II IItr2 -PRt1 I n Rl Rl RI u IL II l� =I Fnr. J b. SP- R2 R2 SP- z 1 2 _ 2 nR t, t, ! SP- I 2 I �3 R4-PRD II I U II II II I { RI " ,. R2 I tl 1 k I $P -Y SP -2 SP -2 u ,}• Al I SC. t l 1 ` A vR Rl R2 " "� -+ -38 — = —ii IR2 -PRD / I -- R2 II I� -- 1 SP- RI RI "—_ 1 -- „ -- — _ , 1 x = R2 R2 2 _ A Al r I \ \. / I I J \ I FIRST I I = JECSITF,, - A11 SD -32 99 '^ g, R2 R2 i ve ILI 1 i i�.JI - -J� `I $ SP- 11 CR2 $o-�a 1_ 12' WD I�__Ml__! 2 i R3 r' I ^I t ---- -- i tI II 11 I� I- - - - -- ! 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RANK ®9i0PRNGCWfM PFD RANNEDFC9DBi1WLDLLF3ORdHJi CS ARTMALOOMMM& gm CUP 2012 -22 /VA 2012 -28 POPEYE'S LOUISIANA KITCHEN ,Y' 3825 WEST FIRST STREET - 500FEEr 1000 FEET P L A N N I N G A N D B U I L D 1 N G A G E N G Y EXHIBIT 1 VICINITY MAP MULTI- FAMILY RESIDENCE COMM. a COMM. > 5.F.R. w cc MOBILE COMMERCIAL CENTER ? "' M.F.R. w HOMES O g m m O OMMERC AL Ai � PRQ�JECT SITE 1ST STREET UNION COM14ERCIAL H A L L COMME ICIAL Q O MOBILE a HOMES m m w Q COMM. LL INDUSTRIAL STORAGE COMM. CUP 2012 -22 /VA 2012 -28 POPEYE'S LOUSIANA KITCHEN A 382S WEST FIRST STREET P L A N N I N G A N D B U I L D I N G A G E N C Y EXISTING LAND USE MAP EXHIBIT 2 31 A -11 31Al If 3 IF ZO r F" lg g S IL Li 1, 12 I J, Ex. L 13, i�j 4 a V �g D0 R n. Zu 31Al If 3 ,; 3 ;s In In 3 S c � e R � gr ss C pp $g Ill PRO FE aei@ F a ad F¢ iI lilt $ f1{ YESSi3�i :E$ i?i Fa i w ; O C-r F1 El O00 El O OOO 91 111 n �-A-11--j ; � , rl ° O ffl c•� Y v; ou Uu 11 i II u El I I I 1 _ J m z Z ( Ell rn e O~ U, 70. 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EXHIBIT 7 31 A -16 ROH - 10/08/12 RESOLUTION NO. 2012 -11 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2012 -22 AS CONDITIONED TO ALLOW A RESTAURANT AND DRIVE - THROUGH LANE IN THE NORTH HARBOR SPECIFIC PLAN (SP -2) AND VARIANCE NO. 2012 -08 AS CONDITIONED TO ALLOW A REDUCTION IN THE VEHICLE STACKING LANE FOR THE DRIVE - THROUGH FOR THE PROPERTY LOCATED AT 3825 WEST FIRST STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. The applicant is requesting approval of Conditional Use Permit No. 2012- 22 to allow a restaurant and drive - through lane in the North Harbor Specific Plan (SP -2) zoning district and Variance No. 2012 -08 to allow a reduction in the vehicle stacking lane for the drive - through for the property located at 3825 West First Street. B. Conditional Use Permit No. 2012 -22 and Variance No. 2012 -08 came before the Planning Commission of the City of Santa Ana for a duly noticed public hearing on October 8, 2012. C. The North Harbor Specific Plan (SP -2) section 3.5.2(1) requires a conditional use permit for any drive - through facility located in the general commercial zone of the North Harbor Specific Plan (SP -2). D. Santa Ana Municipal Code Section 41- 638(a)(1) authorizes the Planning Commission to grant a conditional use permit upon making certain findings. 1. That the proposed use will provide a service or facility, which will contribute to the general well being of the neighborhood or the community. The project will provide a service or facility which will contribute to the community. The commercial eating establishment will provide additional dining options and social gathering opportunities to residents and visitors of the City. This restaurant achieves the goals of the North Harbor Specific Plan adopted in 1994, in response to the community's interest to encourage additional sit down restaurants to serve the area. The project will also involve Resolution No. 2012 -xx 31 A -1 7 Page 1 of 6 the addition of trees for existing planters, new drought tolerant plant material, bike racks, and exterior architectural enhancements. The new restaurant building and related site improvements and landscaping will not only enhance this property, but contribute to the character and aesthetics of the adjacent business community and neighborhood. 2. That the proposed use will under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The restaurant and drive - through lane will not be detrimental to persons residing or working in the area, as the project is located within an area of the City that is predominantly commercial in nature. Improvements made to the site will bring the site into compliance with applicable disability act standards. Finally, conditions have been placed on the project that will mitigate any negative or adverse impacts created by the use that could otherwise affect the health, safety, or general welfare of the surrounding businesses. 3. That the proposed use will adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed use will not adversely affect the economic stability of the area but will instead identify the site as a viable site to conduct business. The site was previously vacant and is proposed to be occupied by a use that is consistent with the zoning for the property. The reuse of the site, in conjunction with the improvements that will be made to the site, will enhance the economic viability of the area. Further, the business will provide additional employment opportunities for residents that live in the City. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. The use will be in compliance with all regulations and provisions of Chapter 41 (Zoning Code) of the Santa Ana Municipal Code. Site improvements are proposed to the landscape and site layout will bring the site into compliance with the Zoning Code, in conjunction with a requested variance for a reduction in the vehicle stacking requirement for the drive - through lane. 5. That the proposed use will adversely affect the General Plan or any specific plan of the City. The proposed use will not adversely affect the General Plan, but rather support its goals. Goal 1 of the Land Use Element Resolution No. 2012 -xx 31 A -1 8 Page 2 of 6 encourages uses that promote a balance of land uses that address basic community needs. Goal 2 encourages uses that enhance the City's economic and fiscal viability. Goal 5 ensures that the impacts of development are mitigated. In addition, the proposed restaurant use is consistent with the concepts and policies of the North Harbor Specific Plan to promote uses that enhance and support the residential uses surrounding Harbor Boulevard, and Goal 5 supports the enhancement of the economic viability of the Harbor Boulevard area. The restaurant will further these policy goals as it will occupy a vacant space within a major commercial center, thereby identifying this center as a viable and successful economic center. E. Santa Ana Municipal Code Section 41 -1341 requires each drive - through eating establishment to have vehicular stacking lanes of at least 80 feet from the pick -up window to the order point, and 80 feet from the order point to the end of the drive - through lane. The proposed project only provides 57 feet between the entry point of the drive - through lane and the food order window. F. Santa Ana Municipal Code Section 41- 638(a)(2) authorizes the Planning Commission to grant a variance upon making certain findings. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this chapter. The project site has a special circumstance related to its size, shape and location. The property is located adjacent to First Street on one side, and surrounded by an existing fully developed commercial center to the north, east and west. The subject parcel and the surrounding commercial parcel are integrated with shared parking and common access, they are separate legal parcels. The existing drive - through stacking lane has been expanded, within the existing surrounding physical limitations of the site. The existing building footprint, parking and onsite circulation has limited the feasibility of providing the full vehicle stacking distance required for a drive - through lane. Therefore, special circumstances exist that warrant a variance from vehicle stacking requirements. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. Resolution No. 2012 -xx 31 A -19 Page 3 of 6 The granting of the variance is necessary for the preservation and enjoyment of substantial property rights. Allowing the restaurant to be improved and reoccupied with a reduction in the drive - through stacking lane will allow the owner the ability to utilize the property with a well- designed commercial use that is consistent with the North Harbor Specific Plan zoning district (SP -2). Shifting the existing building or relocating the menu board or pick -up window to comply with the 80 foot stacking requirement (from the menu board to the end of the drive - through lane) would reduce the feasibility of the proposed commercial endeavor, which impacts the property rights of the owner. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be materially detrimental to the public or surrounding properties as the building and site have been designed to comply with all applicable development standards. The new restaurant building and related site improvements and landscaping will enhance this property and surrounding area. The ledger stone veneer at main entries and stucco materials, as well as decorative metal awning, faux shutters, and wrought iron features are proposed to enrich the elevation and contribute to the character and aesthetics of the adjacent business community and neighborhood. The addition of trees for existing planters, new drought tolerant plant material, and the addition of bike racks will also enhance the aesthetics of the environment. 4. That the granting of a variance will not adversely affect the General Plan of the City. The proposed use will not adversely affect the General Plan, but rather support its goals. Goal 1 of the Land Use Element encourages uses that promote a balance of land uses that address basic community needs. The project is in compliance with the North Harbor Specific Plan zoning district and addresses the public interest of having more restaurants to serve their needs. The project site has been upgraded to comply with all applicable development standards. Goal 2 encourages uses that enhance the City's economic and fiscal viability. After being vacant for a year, the project's occupation in the building will benefit the economic viability of the area. Goal 5 ensures that the impacts of development are mitigated. Resolution No. 2012 -xx 31A-20 Page 4 of 6 G. In accordance with the California Environmental Quality Act, the proposed project is exempt from further review pursuant to Section 15301, Class 1 for a project that consists of minor alterations of an existing structure, and Class 15303, Class 3 for a new commercial building less than 10,000 square feet in an urbanized area. Categorical Exemption Environmental Review No. 2012 -52 will be filed for this project. Section 3. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves for the property located at 3825 West First Street: 1. Conditional Use Permit No. 2012- 22(a), as conditioned in Exhibit "A" attached hereto and incorporated herein, to allow a restaurant in the North Harbor Specific Plan (SP -2) zoning district. 2. Conditional Use Permit No. 2012- 22(b), as conditioned in Exhibit "A" attached hereto and incorporated herein, to allow a drive through lane. 3. Variance No. 2012 -08, as conditioned in Exhibit "B" attached hereto and incorporated herein, to allow a reduction in the vehicle stacking lane for the drive - through lane. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated October 8, 2012, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 8th day of October, 2012 by the following vote: AYES: Commissioners: Acosta, Alderete, Gartner, Mill, Nalle, Yrarrazaval(6) NOES: Commissioners: None (0) ABSENT: Commissioners: Turner (1) ABSTENTIONS: Commissioners: None Eric Alderete Chairman Resolution No. 2012 -xx 31A-21 Page 5 of 6 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. Hodge Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARTHA RAMIREZ, Clerk of the Planning Commission, do hereby attest to and certify the attached Resolution No. 2012 -11 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on October 8, 2012 . Date: Clerk of the Planning Commission City of Santa Ana Resolution No. 2012 -xx 31A-22 Page 6 of 6 EXHIBIT A Conditions for Conditional Use Permit No 2012 -22 Conditional Use Permit No. 2012 -22 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply with each and every condition listed below rip or to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. A. Planning Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 2012 -23. 2. Any amendment to this conditional use permit must be submitted to the Planning Division and Police Department for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. Covenants, Conditions, and Restrictions (CC &R's) for reciprocal parking and common access with adjacent property are to be maintained in perpetuity. B. Police Department 1. Existing restaurant and required parking must conform to the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project's lighting, door /window locking devices and addressing be upgraded to current code standards. New lighting standards cannot be located in required landscape planters. 2. Cash register must be visible from the street at all times and shall not be obstructed at any time by temporary or permanent signage. 3. Window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. 31A-23 OCTOBER 8, 2012 PAGE 2OF2 4. Window displays and racks must be kept to a maximum height of three feet including merchandise. 5. A timed - access cash controller or drop safe must be installed. 6. Install a silent armed robbery alarm. 31A-24 EXHIBIT B Conditions for Variance No 2012 -08 Variance No. 2012 -08 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply with each and every condition listed below rip or to exercising the rights conferred by this variance. The applicant must remain in compliance with all conditions listed below throughout the life of the variance. Failure to comply with each and every condition may result in the revocation of the variance. A. Planninq Division 1. All proposed site improvements must conform with the Site Plan Review approval of DP No. 2012 -23. 2. Any amendment to this variance must be submitted to the Planning Division and Police Department for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. Covenants, Conditions, and Restrictions (CC &R's) for reciprocal parking and common access with adjacent property are to be maintained in perpetuity. B. Police Department 1. This Conditional Use Permit shall be reviewed at six months, at one year and then annually thereafter by the Police Department for any modification to the conditions of approval. 2. Existing restaurant and required parking must conform to the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project's lighting, door /window locking devices and addressing be upgraded to current code standards. New lighting standards cannot be located in required landscape planters. 3. Cash register must be visible from the street at all times and shall not be obstructed at any time by temporary or permanent signage. 31A-25 OCTOBER 8, 2012 PAGE 2OF2 4. Window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. 5. Window displays and racks must be kept to a maximum height of three feet including merchandise. 6. A timed - access cash controller or drop safe must be installed. 7. Install a silent armed robbery alarm. 31A-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: RESOLUTION -- MEASURE M2 ENVIRONMENTAL CLEANUP PROGRAM GRANT APPLICATION CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager to submit an application for funding consideration under the Measure M2 Environmental Cleanup Program to the Orange County Transportation Authority. DISCUSSION The Orange County Transportation Authority (OCTA) has issued a call for projects under the Measure M2 Environmental Cleanup Program (ECP). The ECP funding allocations are for FY 12/13 through FY 14/15 and fall under the Tier 2 Grant Program. The program provides up to $5 million per project phase, including engineering and construction. A total of $13.3 million is available under this first call for projects. Priority is given to projects which help protect Orange County beaches and waterways from transportation- generated pollution (urban runoff) and improve overall water quality. On September 4, 2012, an application was submitted to OCTA for the Santa Ana Delhi Channel Diversion Project, requesting $4,288,125 in grant funding, and included a draft resolution to meet the application cutoff date. The Santa Ana Delhi Channel Diversion Project is intended to capture and divert urban discharge low -flow into the sanitary sewer system to address urban surface water quality in accordance with the Orange County MS4 permit. The treatment device will capture sediment, trash, and debris prior to discharging the flows into an underground storage vault, where it will eventually be pumped into the OCSD sanitary sewer line or harvested for irrigation use at the Newport Beach Golf Course. The proposed project is a joint venture between the cities of Santa Ana, Newport Beach, and Costa Mesa. The cities are also developing a cost - sharing agreement for this project. The City of Santa Ana will utilize the Federal Clean Water Protection Enterprise for its portion of the required matching funds. Due to the environmental regulations requiring improvement to the overall water quality of the nation's waterways from urban - generated pollution, staff recommends that City Council adopt a 55A -1 Measure M2 Environmental Cleanup Program Grant Application November 19, 2012 Page 2 of 2 W resolution formalizing the submittal of this project application for funding consideration. Staff anticipates an OCTA Board action on this call for projects and a response in December 2012. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Ile Raul Godinez II Executive Directo Public Works Agency RGfrC Exhibits: 1. Resolution 55A -2 Lss8/22/12 RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SUBMITTAL OF AN APPLICATION TO ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE MEASURE M2 ENVIRONMENTAL CLEANUP PROGRAM FOR THE DEVELOPMENT OF AN URBAN DISCHARGE DIVERSION FACILITY IN THE SANTA ANA DELHI CHANNEL BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Orange County Transportation Authority (OCTA) has authorized Measure M2 Environmental Cleanup Program (ECP) funding for projects which help to protect Orange County beaches and waterways from transportation - generated pollution (urban runoff) and improve overall water quality; and B. The OCTA Environmental Cleanup, Tier 2 Grant Program, provides funds for regional, potentially multi - jurisdictional, capital- intensive projects which mitigate pollutants including litter and debris, heavy metals, organic chemicals, sediment, and nutrients; and C. The City of Santa Ana has the authority to nominate water quality improvement projects which have a transportation pollution nexus, to finance and construct the proposed project; and D. The City will provide matching funds for the project as required by the Comprehensive Transportation Funding Programs Procedures Manual. Section 2: The City Council of the City of Santa Ana nominates the Santa Ana Delhi Channel Diversion Project, and authorizes the Executive Director of the Public Works Agency to submit application to OCTA for Measure M2 Environmental Cleanup Program funding for the Project. Section 3: The City Council appoints the City Manager, or the Executive Director of the Public Works Agency, or their designees, as agent for the City of Santa Ana to conduct all negotiations, execute and submit all documents, including applications, agreements, amendments, payment requests 55A -3 and so on, and to accept funds for the Environmental Cleanup, Tier 2 Grant Program, which may be necessary for the completion of the project. Section 4: The City of Santa Ana will commence the project within a reasonable time after notification from OCTA, complete the Project with reasonable diligence and maintain and operate the Project after completion. Section 5: The City of Santa Ana will provide to OCTA's representative, access to and the right to examine all records, books, papers and documents related to the funded Project. Section 6: The City of Santa Ana will comply with applicable provisions of the California Environmental Quality Act, the National Environmental Policy Act, the Americans with Disabilities Act, and other federal, state and /or local laws, rules and /or regulations. Section 7: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12012. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Laura Sheedy Assistant City Attorney 55A -4 Miguel A. Pulido Mayor AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2012 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55A -5 LAWMM-O, REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: RESOLUTION -- MEASURE M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM GRANT APPLICATIONS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager to submit applications for funding consideration under the Measure M2 Comprehensive Transportation Funding Program. 2. Direct staff to amend the seven -year Capital Improvement Program to incorporate the Comprehensive Transportation Funding Program projects list. DISCUSSION The Orange County Transportation Authority (OCTA) has issued a call for projects under the Measure M2 Comprehensive Transportation Funding Program (CTFP) for FY 13/14 through FY 15/16. Funding in the amount of $35 million will be awarded on a countywide competitive basis in the Regional Capacity and Traffic Signal Synchronization CTFP programs. The City will be submitting six applications totaling $15,109,026 in grant fund requests. Existing and future local funding sources will be used to provide the required matching funds for the recommended projects. Staff is requesting authorization to apply for the following projects: RECOMMENDED PROJECTS PHASE GRANT AMOUNT FY Warner Ave. Widening: Main to Oak Design $323,775 13/14 Bristol St. Widening: Civic Center to Washington R/W- Construction $12,468,750 13/14 -14/15 Grand Ave. and 1St St. Intersection Widening Design $39,570 13/14 Grand Ave. Widening: Walnut to 1St Street Design $77,625 13/14 Main Street Corridor Traffic Signal Synchronization Design /Construction $1,350,506 13/14 Kraemer /Glassell /Grand Corridor Synchronization Design /Construction $848,800 13/14 Total $15,109,026 55B -1 Measure M2 Comprehensive Transportation Funding Program Grant Applications November 19, 2012 Page 2 of 2 CTFP guidelines require inclusion of the proposed projects in the City's seven -year Capital Improvement Program (CIP). Therefore, in order to be considered for this grant funding cycle, it is necessary to amend the seven -year CIP to include these improvements. Given the need for these street improvements and the eligibility requirements defined by OCTA, staff recommends that the City Council adopt the resolution authorizing submittal of these project applications for funding consideration, and direct staff to incorporate the projects into the seven - year CIP. Staff anticipates a response to the grant funding request in March 2013 and an OCTA Board action on the call for projects in May 2013. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. r11C - Raul Godinez II Executive Director Public Works Agency RG /ML Exhibit: 1. Resolution RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana desires to implement the transportation improvements listed below. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M "turnback" funds. C. The City's Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways. D. The City of Santa Ana will provide matching funds for each project as required by the Orange County Comprehensive Transportation Program Procedures Manual. E. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects within the incorporated cities and the County. F. The City of Santa Ana will not use Measure M funds to supplant Developer Fees or other commitments. G. The City of Santa Ana will use Arterial Highway Rehabilitation Funding as a supplement to the existing pavement management program. Reso #2012 - Page 1 of 3 55B -3 Section 2: The City Council of the City of Santa Ana hereby requests the Orange County Transportation Authority allocate funds in the amounts specified in the City's application to said City from the Comprehensive Transportation Programs. Said funds shall be matched by funds from Santa Ana as required and shall be used as supplemental funding to aid the City in the improvement of the following street(s): PROJECT PROGRAM FY Warner Ave Widening: Main St to Oak St. RCP 13/14 Bristol St. Widening: Civic Center to Washington RCP 13/14, 15/16 Grand Ave. and 1st St. Intersection Widening RCP 13/14 Grand Ave. Widening: Walnut to 1st St RCP 13/14 Main St Corridor Traffic Signal Synchronization TSSP 13/14 Kramer Blvd /Glassell St/Grand Ave Corridor Traffic 13/14 Signal Synchronization TSSP Section 3: The City Council appoints the City Manager, or the Executive Director of the Public Works Agency or his designee, as agent for the City of Santa Ana to conduct all negotiations, execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. Section 4: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2012. APPROVED AS TO FORM: Joseph Straka, Interim City Attorney Al Laura Sheedy Assistant City Attorney Miguel A. Pulido Mayor 55B -4 Reso #2012 - Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2012- to be the original resolution adopted by the City Council of the City of Santa Ana on , 2012. Date: Clerk of the Council City of Santa Ana 55B -5 Reso #2012 - Page 3 of 3 6, REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: PUBLIC HEARING — ZONING ORDINANCE AMENDMENT NO. 2012 -02 TO AMEND SPECIFIC DEVELOPMENT NO. 65 AND SITE PLAN REVIEW NO. 2012 -06 TO ALLOW THE RENOVATION AND EXPANSION OF THE DISCOVERY SCIENCE CENTER AT 2500 NORTH MAIN STREET — DISCOVERY SCIENCE CENTER, APPLICANT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Adopt an ordinance approving Zoning Ordinance Amendment No. 2012 -02. 2. Adopt a resolution approving Site Plan Review No. 2012 -06 as conditioned. PLANNING COMMISSION ACTION On November 13, 2012, the Planning Commission recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2012 -02 and adopt a resolution approving Site Plan Review No. 2012 -06 as conditioned by a vote of 5:0 (Acosta absent) to amend development standards within the Specific Development Plan No. 65 (SD -65), and site plan approval to allow the renovation and expansion of the existing science center as part of Phase II of its approved master plan at the Discovery Science Center located at 2500 North Main Street. The Planning Commission added a Police Department condition of approval requiring the submission of a building and parking security plan (Exhibit A). FISCAL IMPACT There is no fiscal impact associated with this action. ay . Trevino E cutive Director Planning & Building Agency VC:rb vc\reports2OAl2- 02SPR12 -06 DiscoveryExpansion.cc Exhibit: A. Planning Commission Staff Report 75A -1 75A -2 REQUEST FOR Planning Commission Action PLANNING COMMSSION MEETING DATE: NOVEMBER 13, 2012 TITLE: PUBLIC HEARING — ZONING ORDINANCE AMENDMENT NO. 2012-02 TO AMEND SPECIFIC DEVELOPMENT NO. 65 AND SITE PLAN REVIEW NO. 2012-06 TO ALLOW THE RENOVATION AND EXPANSION OF THE DISCOVERY SCIENCE CENTER AT 2500 NORTH MAIN STREET , Prepared by Verny Carvajal Exe utive Director RECOMMENDED ACTION Recommend that the City Council: PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Planning Manage 1. Adopt an ordinance approving Zoning Ordinance Amendment No. 2012 -02. 2. Adopt a resolution approving Site Plan Review No. 2012 -06 as conditioned. DISCUSSION Request of the Applicant Discovery Science Center (DSC) is requesting an amendment to the development standards within Specific Development Plan No. 65 (SD -65) and site plan approval to allow the renovation and expansion of the existing science center as part of Phase II of its approved master plan. Protect Location and Site Description The Discovery Science Center is comprised of two triangular shaped sites bisected by the Santiago Creek and connected by a bridge with a total area of 5.45 acres in size. The DSC is bound by Santiago creek to the north, Main Street to the east, and Interstate 5 to the south and west. Site 1 is a total of 3.5 acres in size and is presently occupied by a 59,205 square foot science center and associated parking lot with approximately 160 parking spaces. Site 2 is a 1.95 acre surface parking lot with approximately 140 parking spaces utilized by the DSC for overflow parking. The DSC has a total on -site parking supply of 303 on -site parking spaces (Exhibits 1, 2, and 3). EXHIBIT A 75A -3 Zoning Ordinance Amendment No. 2012 -02 Site Plan Review No. 2012 -06 November 13, 2012 Page 2 Proiect Description The proposed project consists of the renovation to the existing 59,205 square foot two -story Grand Hall of Science. The alterations include 5,440 square feet of remodeled area to house the Welcome Center and Launch Pad Science Store, a traveling exhibit room, food court, new technology exhibits and existing exhibit areas. As part of Phase If of the approved master plan, the applicant is proposing an expansion of the facility on the northwest portion of Site 1 currently used as a surface parking lot to include 45,853 square feet of additional exhibit, administrative office, dining and theater space (Phase IIA). The main feature of the expansion will be the Showcase Theater used to house blockbuster and world traveling exhibits. Its flexible space design will allow the 9,618 square foot area to be utilized as either a main exhibition hall or a 500 seat theater for larger events. Additional outdoor dining areas are also part of the proposed project. During the interim construction of Phase IIA, the DSC is proposing to utilize its shared parking agreements with various off -site parking lots within walking distance of the Center for over -flow parking during periods of peak usage and special events. The parking lots used for over -flow operations include the Citibank garage and the Wells Fargo parking lot across the street from the center, which combined contained over 600 parking spaces. In addition, a parking management plan is proposed to control the Center's parking demands prior to the construction of the four -level on -site parking garage to be constructed as part of Phase IIB of the project. At completion, the DSC will provide a total of 105,058 square feet of gross building area, including approximately 72,134 square feet of public space, 9,261 square feet of office space, and up to 630 theater seats in two separate theaters. Primary access to the project will be provided from Main Street (Exhibits 4 through 10). Proiect Background The Discovery Science Center received final entitlements from the City Council in July 1998 with the adoption of Specific Development No. (SD -65). Prior to the July action, the City Council had taken other entitlement actions in 1997, including a Development Agreement, a variance and the certification of an Environmental Impact Report (EIR 96 -1) for a two phased development project. The Discovery Museum of Orange County (DMOC) also entered into a Disposition and Development Agreement with the Redevelopment Agency to establish terms and conditions for financial assistance. In 1998, the DSC received approval for variances from the development standards related to signs, landscaping and roof mounted equipment (VA Nos. 98 -1, 11, 12). 75A-4 Zoning Ordinance Amendment No. 2012 -02 Site Plan Review No. 2012 -06 November 13, 2012 Page 3 The first phase of development has been completed and consists of the existing 59,205 square foot science center, outdoor activity areas, and surface parking lot. A large plaza was created in front of the building to provide an attractive arrival point to the facility. In the southern most triangular tip of Site 1, a large 117 -foot high cube was built. The cube measures 70 feet on each side and leans over the existing building. Phase 11 was approved to include expansion towards the rear of the site, along the freeway property line. In 2002, the original Development Agreement and Specific Development No. 65 were subsequently amended to increase the maximum allowable build -out square footage from 99,205 to 125,725 square feet and modify various development standards related to required setbacks, parking and signs. This amendment included additional office and storage areas as part of Phase II of the project along with a four - level, 253 space parking structure. An addendum to the original EIR No. 96 -01 was prepared and determined that the proposed revisions did not result in any new or greater environmental impacts. Also part of the entitlement request in 2002, the DSC obtained approval for Conditional Use Permit No. 2001 -34 for a large format theater as required by Specific Development No. 65. Lastly, the DSC entered into its First Implementation Agreement with the City's Redevelopment Agency and later a Second Implementation Agreement in 2009. In 2005, the Discovery Science Center obtained approval for Site Plan Review No. 2005 -01 for a new dinosaur - themed outdoor exhibit (Dino Dig) and a 645 square foot building (Quest Building) on Site 1. In addition, the DSC obtained approval to utilize Site 2 as a surface parking lot. General Plan and Zoning Analysis The General Plan land use designation for the site is Professional and Administrative Office (PAO), which allows for commercial and office uses. Professional and Administrative Office Districts are primarily located on commercial corridors and in close proximity to freeways. They provide and encourage major employment centers at locations which significantly lessen the impact to the City's local street system. The project is consistent with this land use designation as the DSC is located along a major transportation artery (Santa Ana Freeway) and close to major interchanges such as the Garden Grove (SR -22) Freeway and Main Street. These factors make it accessible to more patrons and positions the Center to take advantage of future transportation infrastructure. The subject site is located in the Specific Development No. 65 (SD -65) zoning district. The Specific Development District Plan incorporates the unique site components of the building and site structures by reference. The standards within the plan provide for orderly site development and sound design principles which should provide positive education stimulus to the local community. 75A -5 Zoning Ordinance Amendment No. 2012 -02 Site Plan Review No. 2012 -06 November 13, 2012 Page 4 Proiect Analvsis Zonina Ordinance Amendment Specific Development No. 65 was established in 1998 and designed to craft a unique set of development standards for the Discovery Science Center. The last comprehensive review of the SD- 65 zoning district was in 2002, which introduced changes to the parking, setback and sign development standards. The DSC is requesting approval of a modification to the Specific Development Plan No. 65 to allow a reduction in parking as required by both SD -65 and the Santa Ana Municipal Code (SAMC). The project, as entitled, was approved to contain a total of 347 parking spaces, including a 253 space parking structure and surface lot near the main entrance. Although the current proposal remains in compliance with the Phase II requirements and the Development Agreement, the specific plan did not contemplate an interim parking strategy between phases IIA and 1113. Further, there was no time limit established for the completion of Phase 11. A portion of the existing on -site parking area on Site 1 will be removed due to construction of Phase IIA of the project. During this interim period, the DSC will provide 182 on -site parking spaces. As a result, the DSC proposes to create a customized parking solution by utilizing shared parking agreements with various off -site parking lots within walking distance and a parking management plan (PMP) in order to manage projected future demands of the science center. This interim solution will serve to establish exact parking requirements based on actual needs of the Center and create flexibility as its parking needs change. As funding becomes available, the DSC will proceed with Phase 1113 and construct the required four -level parking structure and storage building as originally entitled. In order to determine whether the existing number of parking spaces would be adequate to support the needs of the DSC throughout Phase II of the development, a parking analysis was prepared by Gibson Transportation, Inc., a transportation consulting firm. The August 2012 Gibson study analyzed the current and future parking demands of the DSC and a customized demand model based on the existing parking conditions at the Center together with an assessment of future parking demand. The study was intended to provide an analysis of the demand for parking based on the actual usage patterns of the various elements of the Center and also considers its daily and seasonal attendance patterns (Exhibit 11). The study concluded that given a proposed on -site parking supply of 182 spaces, occupancy of the full project with the auditorium used as exhibit space results in a potential shortfall of 202 parking spaces. Next, occupancy of the project with the auditorium used as a theater expands the parking shortage to 218 parking spaces. Lastly, during special events, there will be a shortfall of 474 parking spaces. The study also recommends a parking and management plan to better manage future parking demands and include employee parking programs, public /private shared parking and off -site parking solutions. Given the DSC`s existing agreements for shared parking with Citibank and Wells Fargo, the projected peak parking demand for Phase 11A of the expansion project can be accommodated with the occupancy of the full project under all conditions (Exhibit 12). 75A -6 Zoning Ordinance Amendment No. 2012 -02 Site Plan Review No. 2012 -06 November 13, 2012 Page 5 The amendments to the Specific Development No.65 would help guide the DSC's parking management strategies and goals during the time period prior to the construction of an on -site parking garage that could accommodate the parking demands on -site. The parking management plan is intended to become a dynamic document, to be revised and updated on an as- needed basis in response to new conditions generated by future operations and events. Upon construction of the parking structure, the management plan would be amended to reflect the revised site conditions. Site Plan Review Phase II of the entitled project included a three story expansion of the main building with a large format theater, approximately 33,000 square feet of additional exhibit areas that double as classroom facilities, and a 15,520 square foot office /warehouse attached to a four -level parking structure on the north parcel located across Santiago Creek. The parking structure was to be connected to the southerly parcel via a bridge over Santiago Creek. Phase II was approved in two sub - phases, IIA and 1113 with a total build -out of up to 125,725 square feet. Projects that are subject to the provisions of a Specific Development are required to be referred to the Planning Commission for their review and recommendation. Pursuant to Section 41.593.4 (b), the Planning Commission shall review development plans for the purpose of ensuring that the buildings, structures, and grounds will be in keeping with the neighborhood and will not be detrimental to the harmonious development of the city or impair the desirability of investment or occupation in the neighborhood. Further, the Planning Commission must make the finding that the proposed project is in conformity with the previously approved Specific Development. The current proposal constitutes the beginning of Phase II for the expansion project as detailed in Table A, below. Table A: Phase II Expansion Comparison Phase II Entitled (April, 2002 Pro osed Phase Current Site 5.45 Acres 5.45 Acres Science Center/Theater 66,520 s.f. including 18,000 s.f. 45,853 s.f. including 9,261 s.f. 350 seat theater flex auditorium /theater Office /warehouse 15,520 square feet 0 square feet Future Phase 116 Parking 347 Total Spaces 400 Total Spaces (Normal) 253 Garage Spaces 182 On Site Spaces 94 Surface Parking Lot 218 Shared Parking Spaces 656 Total Spaces (Special Event) 182 On Site Spaces 474 Shared Parking Spaces Maximum Build -Out 125,725 square feet 105,058 square feet 75A -7 Zoning Ordinance Amendment No. 2012 -02 Site Plan Review No. 2012 -06 November 13, 2012 Page 6 The proposed expansion is under the proposed threshold for maximum square footage build -out as originally approved in 2002. Phase II of the approved master plan included a two- tiered Phase II approach which included construction of the building expansion and the construction of a four -level parking structure. Although Phase IIA originally contemplated the construction of the parking structure prior to the Phase IIB museum expansion of the project, the current proposal is found to be in conformity with the previously approved Specific Development as the DSC is proposing an interim parking solution that satisfies the intent of the original approval while working towards completion of Phase 1113 at a later date. Thus, the current proposal is the beginning of Phase 11, but not the completion of the phase. aLqn s In 1998 the Discovery Science Center was granted a sign variance that created a special section of the SD dealing specifically signs: Section 9 — Signage. The current application includes proposals for signs that differ from those currently allowed by the SD, and that introduce sign types, such as digital signs and rooftop inflatable signs, not currently addressed by the City's sign ordinance. In order to give careful consideration to the proposed sign package, staff will be processing this request separately and bringing it back before the Planning Commission at a future date. This will be done pursuant to the existing language in the SD which requires Planning Commission site plan review approval for all signs and /or modifications to signs. Public Notification The project site is located near the boundaries of the Park Santiago Neighborhood Association. On October P, the DSC and staff presented the project to its board members and general membership. The neighborhood inquired about the cube's lighting maintenance and had general questions related to future exhibits. Overall, the expansion was well received. In addition, the neighborhood contact of this organization was notified by mail 10 days prior to this public hearing. The project site itself was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to property owners within 500 feet of the project site, as well as concerned citizens listed on the Permanent Notification List. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Analysis In accordance with the California Environmental Quality Act (CEQA), the recommended actions have been determined to be adequately evaluated in the previously certified FEIR 96 -06 and subsequent Addendum FEIR 96 -01 (ER00 -04) as per Section 15162 of the CEQA guidelines. The originally certified Environmental Impact Report and subsequent Addendum were analyzed in light of the revised site plan and it is determined that there are no new significant impacts resulting from the project, as proposed. All mitigation measures in FEIR96 -1 and subsequent Addendum continue to apply to the proposed project. Zoning Ordinance Amendment No. 2012 -02 Site Plan Review No. 2012 -06 November 13, 2012 Page 7 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission recommend that the City Council approve Zoning Ordinance Amendment No. 2012 -02 and Site Plan Review No. 2012 -06 as conditioned. Verny Carvajal Senior Planner VC:jm vcVeports\ZOAl2- 025PR12 -06 DiscoveryExpansion.pc Attachments: Exhibit 1 -- Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Existing Site Plan Exhibit 4 — Proposed Site Plan Exhibit 5 — First Floor Plan Exhibit 6 — Second Floor Plan Exhibit 7 — Third Floor Plan Exhibit 8 — Building Elevations Exhibit 9 — Landscape Plan Exhibit 10 — Landscape Plan 2 Exhibit 11 — Gibson Transportation Parking Assessment Exhibit 12 — Parking Management Plan 75A -9 9 o g C2 -HDA p 3� K ww+�a�.�a qa 7EF C2-HD II O-- -- I $D•77 \ -HDII \ SO-59 R4 O RI R1 0 14h OR T 0 R1 d D R1 n t �� ` Rl V R1 R R1 1 R1 R1 ! RI c -: C I c H Rl Ri - a Mn n MFk : I p NWIMLIAX�P! 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LL w J N z OC ZOA 2012- 02 /SPR 2012 -06 DISCOVERY SCIENCE CENTER 1� -, 2500 NORTH MAIN STREET P L A N N I N G A N D 8 U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 75A -11 t, i \ I, Il� •^ � F W � E � I Ik€ ikR�?6i #jiF W i V i it t ([ !I.ti t yes � o "a Cj t, i \ I i EXHIBIT 3 7CA_4 7 ozg �a 21 V) a MAN EXHIBIT 3 4 75A-1 wi 0 W 0 Z uj 1, =j k < W 0 w 0 Z LLJ 7i MAN EXHIBIT 3 4 75A-1 wi 0 W 0 Z uj 1, =j k < W 0 w 0 Z LLJ \ � ' ' ) ��\� ( � � �\ /�\ § 2 }� PH \ ) §( § ni ! \ ! �� )2�� | �\ \ ( ,! !/ ) ji I I ypy 2 ` 6 J V i l . n n o o O a At=.. 31 G h / . IN - EXHIBIT 6 75kA =15 IA albZI4 { p O O J LL Q z O U w W %-"/ | § (� | � § §� � � ` § � [ �| ■ ;!�| j \| � E l l \ | !!!| %-"/ w N 75A 8 -1 Ol Q ul ul f- w a 0 e t 6� w W N Y '.1 it i hil a , as w N 75A 8 -1 Ol Q ul ul f- w a 0 e t 6� w W N Y � Z/ W ;§ z !!; § )!) 2 4!| 5 l! / | ■ § § § | § ; �\ �!!�| EXHIBIT 9 75A-1 8 �\ � ) d/ \§ \� \ !\ §h \& | | n �!! § ■ | k � : � / z \ \ 1 � 7 5AI T " �� \ |; _|�| | | ) . /\/ U ! § §, ;< ( / till till ;/ ) | §� \/ § ,•�m , / ,r!! �� §! ■ ! ,!!!!., JIM / z \ \ 1 � 7 5AI T " �� \ |; _|�| | | ) . /\/ U ! § §, ;< ( / till till ;/ ) | §� \/ § ,•�m , r � transportation consulting, inc. MEMORANDUM TO: Kellee Preston, Discovery Science Center FROM: Pat Gibson, P.E., PTOE, Sarah Drobis, P.E., and Richard Gibson DATE: October 17, 2012 RE: Parking Assessment for the Discovery Science Center Expansion Project Santa Ana, California Ref: J1195 Gibson Transportation Consulting, Inc. (GTC) was asked to analyze the current and future parking demands of the Discovery Science Center (Center) in Santa Ana, California. This memorandum provides a summary of our analysis, including a customized parking demand model based on the existing parking conditions at the Center and an assessment of future parking demand. SITE DESCRIPTION AND EXISTING CONDITIONS The Center is bound by Santiago Creek to the north, Main Street to the east, and Interstate 5 to the south and west, and contains a total of 59,205 square feet (sf) of building area including 45,368 sf of parking demand generating area including exhibit space, dining area, gift shop, administrative offices, exhibit storage space and other ancillary uses. The Center is open from 10:00 am to 5:00 pm, seven days a week; it occasionally opens earlier or closes later for special events or tours. A parking space inventory conducted in August 2012 indicates that the Center has a total on -site parking supply of 303 available spaces. The Center currently has shared parking agreements with, and uses, various off -site parking lots within walking distance of the Center for over -flow parking on especially busy days. The parking lots used for over -flow operations include the Citibank garage and the Wells Fargo parking lot, located across Main Street from the Center, which combined contain over 600 parking spaces that may be used by the Center on weekdays, weekends or special event days. PROJECT DESCRIPTION The Center is planning the expansion of its facility on the northwest portion of the site that is currently utilized as a parking lot to include more exhibit, administrative office, dining and theater space (the Project). The new building contains 45,853 sf of gross building area. At completion and full occupation of the Project, the Center will provide a total of 105,058 sf of 523 W. 6th Street, Suite 1234 Los Angeles, CA 90014 p. 213.683.0088 f. 213.683.0033 75W26 " Ms. Kellee Preston October 17, 2012 Page 2 gross building area, including approximately 72,134 sf of public space, 9,261 sf of office space, and up to 630 theater seats in two separate theaters. A 9,618 sf auditorium on the 2 "d floor of the Project may be used for exhibit space or a 500 -seat theater. Parking analyses were performed for both scenarios. Figure 1 shows the Project site plan. As in current practice, the Center will hold special events (such as Jedi Nights, PBS SoCal Day or Bubblefest) a few times per year. A special event is defined as a blockbuster exhibit or temporary festival. Special events typically run over a number of days, with the highest parking demand occurring on the final days of the event or coinciding with weekends and holidays. These events create a special event parking scenario, so a parking demand analysis for this scenario was also performed. Approximately 121 parking spaces will be removed to accommodate the construction of the Project, resulting in an on -site parking supply of approximately 182 parking spaces during and after construction. This total does not include parking spaces located in off -site overflow lots around the Center. The existing Center will remain in operation during construction. CODE PARKING REQUIREMENT The City of Santa Ana Municipal Code (Code) contains parking space requirements for developments within the City. Table 1 provides a summary of the Code- required parking for the Project based on the application of the Code parking ratios. Based on the City's determination, Existing Conditions require 245 parking spaces and the Project requires 187 parking spaces if the auditorium is utilized for exhibit space or 306 parking spaces if the auditorium is used as a theater, for a total of 432 parking spaces if the auditorium is utilized for exhibit space or approximately 550 parking spaces if the auditorium is used as a theater. This Code parking analysis does not take into account the actual usage pattern of the various elements of the Center, nor does it consider the daily and seasonal patronage patterns to the Center. It is simply a mathematical calculation of the Code parking rates applied to each of the components of the Project. In reality, it is more appropriate for a special use project like this to base its parking needs on actual parking demand, which is directly driven by attendance at the Center. EXISTING PARKING DEMAND In order to document the existing parking demand, GTC conducted parking occupancy observations at the Center on August 16 and 18, 2012. Based on discussions with Center representatives, the week GTC conducted counts at the Center was a traditionally busy week as it was during the summer months when local schools were not yet in session, which generally results in higher attendance at the Center. For the purposes of observing parking demand, the study area was divided into focused study subareas based on the location of the subarea in relation to the Center. Off -site parking areas were separated from the Center parking lots in the surveys. 75A -21 Ms. Kellee Preston October 17, 2012 Page 3 As shown in Figure 2, Areas A and B are located on -site at the Center and are used solely by patrons and employees of the Center. Area C is the Citibank parking garage at 2677 Main Street, and Area D is the Wells Fargo Bank surface parking lot. Tables 2 and 3 provide summaries of the August parking occupancy observations for the Center on a Thursday and Saturday, respectively. As shown, the peak parking demand on a Thursday in summer occurred at 1:00 PM when 261 spaces (approximately 86% of the on -site parking supply) were occupied. The peak parking demand on Saturday occurred at 2:00 PM when 233 on -site spaces (approximately 77 %) and 10 off -site spaces were occupied, for a total parking demand of 243 parking spaces. CENTER PARKING DEMAND RATES The parking demand rate for the Center was developed by a two -step process. The first step was to identify customer and employee- generating land uses within the existing Center. Table 4 presents a summary of the existing and proposed Center uses by type. As shown, the three main uses at the Center that generate parking demand are public assembly spaces (i.e., exhibit floor area), theater, and staff office space. Model Calibration Methodolo Shared Parking, 0" Edition (Urban Land Institute [ULIj and the International Council of Shopping Centers, 2005) defines national averages to be used for parking demand rates for various land uses and it suggests ranges of assumptions to be used for transit and internal capture. The recommended methodology, however, states that the best way to measure the demand at a particular project is to use local data to modify the national averages so that they reflect local conditions. As the Project will expand with more of the same uses, a parking model can be prepared and calibrated to the actual conditions. Two key data sets were utilized in the model calibration: actual parking utilization data and the amount of existing active floor area. Parking Utilization Data. Parking occupancy counts were conducted at the Center in August 2012. These utilization surveys collected data during typical weekday conditions and on the weekend. Both customer and reserved parking areas were included in the surveys. The data from the Thursday and Saturday counts was reviewed to determine the peak parking demand pattern for normal operations. The results of the parking utilization survey are provided in the Attachment. The peak normal conditions parking utilization formed the basis for the existing peak parking occupancy pattern. The model was then calibrated to align with these existing site conditions in the month of August, in order to accurately predict parking occupancy during other times of the year. Existing Active Floor Area. The shared parking model utilizes floor area as the metric to generate parking demand for each land use. Therefore, an accurate inventory of usable floor 75A -22 Ms. Kellee Preston October 17, 2012 Page 4 area, at the time of the utilization survey, is required for the calibration process. The entire center was occupied and usable at the time of the surveys. As described above, the model was calibrated using the existing floor area data in conjunction with the actual parking utilization data. The following floor areas were considered occupied and usable for the calibration: 34,880 sf of exhibit space (includes vestibules, dining areas, light locks, dimmer rooms and any other space open to the public that isn't a restroom or included in the following uses), 9,004 sf of administrative office space, and a 130 -seat theater. The process of calibration begins with the input of the active land uses into the model, which generates parking demand estimates based on the ULI database. The next steps involve adjustments to the model factors, in order to have the model mimic the observed parking occupancy pattern. The model adjustment factors are described below. Parking Demand Ratio. The parking demand ratio is utilized by the model to generate parking demand estimates for the selected land uses. The base rates were developed through ULI's extensive nationwide research efforts. The ULI methodology requires that each land use select parking ratios; that is, the parking ratio for each land use if used independently. While the base rate does represent the typical average use, adjustments to the demand rates may be necessary to achieve calibration to local conditions. The following parking ratios, combined customer and employee spaces, were utilized in the model calibration process: Land Use Normal Peak Ratio Exhibit Space 6.1 spaces /1,000 sf Administrative Office 3.8 spaces /1,000 sf Theater 0.2 spaces /seat Time of Day. The time of day factor is one of the key assumptions of the shared parking model. This factor reveals the hourly parking pattern of the analyzed land use; essentially, the peak demands are indicated by this factor. ULI's research efforts have yielded a comprehensive data set of time of day factors for multiple land uses. As the demand for each land use fluctuates over the course of the day, the ability to implement shared parking emerges. The time of day factors were adjusted to mimic the observed parking occupancy pattern at the existing center. Weekday vs. Weekend. Each shared parking analysis measured the parking demand on a weekday as well as on a weekend day (i.e., Saturday) because different land uses within a mixed - use development have different weekday and weekend parking demand patterns. Mode Split and Captive Market. Two factors that affect the overall parking demand at a particular development are the number of visitors and employees that arrive by automobile and the number of visitors that visit multiple venues within the development. The mode split accounts for the number of visitors and employees that arrive by means other than the automobile (transit, walk, bicycle, taxi, etc.) For purposes of this analysis, no adjustments were considered to account for future changes in mode split. 75A -23 Ms. Kellee Preston October 17, 2012 Page 5 Although the Project includes an expansion of square footage, the future attendance levels are not expected to be proportional to the increase in square footage of the site. As the Center gets larger, the number of visitors who will see multiple parts of the building will increase and, therefore, the new parts of the building will "capture" part of their visitation from visitors already coming to the Center. The future parking demand was calculated using the calibrated shared parking model adjusted to account for this internal capture of trips and the proportional increase in patronage. Seasonal Variation. Seasonal variations used in the model are derived from attendance totals obtained from the Center that show April as the peak month. The shared parking analysis summarized in this report projected parking demand over the course of the year (i.e., each month), including late December holiday season. The analysis shows that April peak conditions represent the busiest month of the year for Center. Auto Occupancy. The Project's shared parking analysis used the national averages for auto occupancy, i.e., the typical number of passengers in each vehicle parking at the site, for all land uses. No changes were made to the UL.I average rates. The shared parking model applies these assumptions /inputs and considers each land use separately in order to identify the peak parking demands of each component, as well as for the overall Project. The results of the shared parking model calibration may be found in the Attachment. FUTURE PARKING DEMAND Future parking demand for the Project was determined by applying the observed parking demand rates to the proposed available square footage of parking demand generating uses. The future parking demand is not expected to be proportional to the increase in square footage of the site for a number of reasons. First, and most importantly, the increase in annual visitors to the Center is not expected to be proportional to the size of the expanded Center. The current Center serves approximately 425,000 visitors per year while the expanded Center is expected to serve 612,000 visitors per year after stabilization. Thus, even though the physical size of the Center is doubling, the increase in visitations will increase by approximately 45 %. Secondly, as the Center gets larger, the number of visitors who will see multiple parts of the building will increase and, as mentioned, the new parts of the building will "capture' part of their visitation from visitors already coming to the Center. Further, based on information provided by the Center, the average length of stay at the Center is anticipated to increase from the current level of three to four hours to approximately five to six hours after the expansion. The increased length of stay by visitors is not anticipated to increase the peak parking demand at the site, but the number of hours per day that the parking demand is near its maximum for that day is likely to increase. Based on the seven hour Center opening schedule (i.e., 10:00 AM to 5:00 PM) and the estimated average length of stay, visitors will begin to arrive when the Center opens and leave beginning around 3;00 PM. The future parking demand was, therefore, calculated using the calibrated shared parking model adjusted to account for this internal capture of trips and the proportional increase in patronage. The results are presented in Tables 5 and 6 and in the Attachment. 75A -24 Ms. Kellee Preston October 17, 2012 Page 6 The numbers presented in Table 5 represent the anticipated parking demand during the peak hour of the peak day of the peak month of the year for normal operating conditions at the Center. In general, the Center operates consistently throughout the year, with very little month - to- month, or day -to -day variation. As such, the parking analysis represents not only the peak month, but the remaining months of the year, including holidays. In other words, these anticipated parking demands represent the busiest hour of the year with maximum usage of the available space at the Center. The forecast peak parking demand is generally consistent with the growth in patronage at the Center. As mentioned, the Center will hold special events (such as Jedi Nights, PBS SoCal Day or Bubblefest) a few times per year. The numbers presented in Table 6 represent the anticipated parking demand during the peak hour of a special event. Full Project with Auditorium used for Exhibit Space As shown in Table 5, with full occupancy of the Project and the auditorium used as exhibit space, the following Center - related peak parking demand is projected: Day Time Projected Demand Weekday 1 PM 384 spaces Weekend 2 PM 358 spaces The projected peak parking demand of 384 spaces includes 301 customer spaces and 83 employee spaces. Thus, given an on -site supply of 182 spaces, an additional 202 parking spaces are needed to accommodate the peak demand. Figure 3 shows the hourly parking demand for the Project when the Auditorium is used as exhibit space for both weekdays and weekends. As shown, the parking demand begins to exceed the on -site parking supply at 11 AM on weekdays and 12 PM on weekends. The parking demand exceeds the on -site supply until 5 PM on weekdays and weekends. Thus, additional parking spaces are needed from 11 AM to 5 PM on weekdays and from 12 PM to 5 PM on weekends to meet the anticipated peak parking demand. Full Project with Auditorium used as a Theater As shown in Table 5, with full occupation of the Project and the auditorium used a theater, the following Center - related peak parking demand is projected: Day Time Projected Demand Weekday 1 PM 400 spaces Weekend 2 PM 377 spaces The projected peak parking demand of 400 spaces includes 318 customer spaces and 82 employee spaces. Thus, given an on -site supply of 182 spaces, an additional 218 parking spaces are needed to accommodate the peak demand. 75A -25 Ms. Kellee Preston October 17, 2012 Page 7 Figure 4 shows the hourly parking demand for the Project when the auditorium is used as a theater for both weekdays and weekends. As shown, the parking demand patterns and off -site parking needs are similar to the results above. Special Events As shown in Table 6, with full occupation of the Project during special events, the following Center - related peak parking demand is projected: Day Time Projected Demand Weekday 1 PM 656 spaces Weekend 2 PM 606 spaces The projected peak parking demand of 656 spaces includes 573 customer spaces and 83 employee spaces. Thus, given an on -site supply of 182 spaces, an additional 474 parking spaces are needed to accommodate the peak demand. FUTURE PARKING SUPPLY A portion of the existing on -site parking areas closest to the existing Center (i.e., Area A) will be removed due to construction of the Project. At completion, the Center will provide 182 on -site parking spaces. COMPARISON OF FUTURE PARKING DEMAND AND SUPPLY With occupancy of the full Project and the auditorium used as exhibit space, the proposed on- site parking supply of 182 spaces and peak parking demand of 384 spaces will result in a potential shortfall of 202 parking spaces. With occupancy of the full Project and the auditorium used as a theater, the proposed parking supply of 182 spaces and peak parking demand of 400 spaces will result in a potential shortfall of 218 parking spaces. During special events, the proposed on -site parking supply will result in a potential shortfall of 474 parking spaces. Tables 7 and 8 provide a summary of the off -site parking spaces available in the Wells Fargo parking lot and the Citibank parking garage, both within walking distance (a quarter -mile) of the Center and can be used to accommodate the Project's peak parking demand. It is recommended that the Center implement a Parking Management Plan (PMP) to manage peak parking demands, increase parking supply during peak periods, improve parking efficiencies, and minimize potential parking- related impacts on the surrounding neighborhood. Parking demand management measures could be structured in three steps: maximize the use of the on -site parking areas, seek potential shared parking opportunities and, ultimately, identify and secure off -site parking. A summary of parking strategies to provide additional parking spaces for the Center during peak periods is provided in Table 7 for weekdays and Table 8 for weekends. A summary of the parking strategies implemented is provided below. 75A -26 Ms. Kellee Preston October 17, 2012 Page 8 • Full Project with Auditorium used as a Theater (Weekdays) o On -site parking supply (182 spaces) o Share Citibank Parking (220 spaces) • Full Project with Auditorium used as a Theater (Weekends) o On -site parking supply (182 spaces) o Share Wells Fargo Parking (175 spaces) o Share Citibank Parking (25 spaces) • Special Event (Weekdays) o On -site parking supply (182 spaces) o Share Citibank Parking (475 spaces) • Special Event(Weekends) o On -site parking supply (182 spaces) o Share Wells Fargo Parking (175 spaces) o Share Citibank Parking (250 spaces) With the utilization of the on -site parking supply and through shared parking arrangements with Citibank and Wells Fargo, the projected peak parking demand of the Project can be accommodated with the occupancy of the full Project. PARKING MANAGEMENT PLAN (PMP) In order to manage projected future demands for the Center, strategies were considered for the PMP. A detailed PMP for the Center is provided in a separate memo. SUMMARY • Parking observations conducted at the Center indicated that the peak parking demand occurred on weekday at 1:00 PM when 261 spaces were occupied. The peak parking demand on a weekend occurred at 2:00 PM, when 243 spaces were occupied. • With occupancy of the full Project and the auditorium used as exhibit space, the projected peak parking demand for the Center is 384 spaces (301 customer spaces and 83 employee spaces). • With occupancy of the full Project and the auditorium used as a theater, the projected peak parking demand for the Center is 400 spaces (318 customer spaces and 82 employee spaces). • With occupancy of the full Project during special events, the projected peak parking demand for the Center is 656 spaces (573 customer spaces and 83 employee spaces). • Given a proposed on -site parking supply of 182 spaces, occupancy of the full Project with the auditorium used as exhibit space results in a potential shortfall of 202 parking 75A -27 Ms. Kellee Preston October 17, 2012 Page 9 spaces and occupancy of the full Project with the auditorium used as a theater expands this potential shortfall to 218 spaces. During special events, there will be a shortfall of 474 parking spaces. A parking management plan and strategies are recommended to better manage the projected future demands within the study area. These parking management strategies include employee parking programs, public /private shared parking, as well as off -site parking lots. • After maximizing the on -site parking supply and through shared parking arrangements with Citibank and Wells Fargo, the projected peak parking demand of the Project can be accommodated with the occupancy of the full Project under all conditions. 75A -28 ej 1XI, 75A-29 lz T �'I' Z: I :5�7 mij 0 w C) LL L :5 IL w i li. t 15 �f S�l ' 'i7 d4 ! 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CL n \ t • \ \l \l \ \l\\\ \lam \\ \ \ \l \ \ \ \l \ \ \ \ \l \ \ \ \ \ \�`\ 'k\\\\\\\\\\ \l \\ \lam \ ■ i 1 \� \t t I Nr M M N N SIMS BUPIJSd 75A -32 u �b ,ell t a oat., o%, !2°"z ee lllb �b0 1'b 61 1bs Ilk 0 z Y a IL r w J 25 Q w F d' W O U U 75A -33 E O O N E E d a C t6 o a_ J Q s J a a c o -c c � a) U' t (ts U 4 N 0 tT _ C O) o ,> a) U a) J N ° z a m '� to O N U � U Q 3 � d U 00 :3 o, LL U rn0 N Y N 4� Y w m :X Cr a ZA O N a O �mm U w VJ w O C y U N CL zi a (D cL c C O U) N z U 3 tt (D n 00 t� (o N O 10 O. r N st N 00 O Y 00 M r (D O M th to to d V 0) C f-A N N N r y N 'Y a O co) N O M a)) O M N O M tR Co m 0 O co co G ri n a. Q. Q CL M ck m a. d. V N N U N N to N to h v 4) d d ai N N N N M O M M r to to r to N (u + (y0 N t t f 0) N N N %- to wwm W co N V1 L«iu [q N N to 4- 0 H O H O st n. O r O t- O M t0 t` oo O M a0 to LO r Cl) t0 O w 0) N OD O +- N N LO (D N ED 00 M ti M O ecc7 M et M N N co ti a) u a) a U � 61 U) r+ t E 3 R O O O >_ > o o _ 'M a°O c y ° O N a c N@ a) N ro p u m u ° v N CL M � a rn t1 y m a m a V 41 O `` O m a o 0, Q U 0. a d U a .a o d� U d CL U a U N ° IL .N .a O 00 Iml 75A -33 E O O N E E d a C t6 o a_ J Q s J a a c o -c c � a) U' t (ts U 4 N 0 tT _ C O) o ,> a) U a) J N ° z a m '� to O N U � U Q 3 � d U 00 :3 o, LL U rn0 N Y N 4� Y w m :X Cr a ZA O N a O �mm U w VJ w O C y U N CL zi a (D cL c C O U) N z w .71 a 5 (N� 2 � ea Q n° 6 a� N IU m W a QV4 FW >. C W � N } V U N O 75A -34 3 ) §k Ld k§� k� k § 75A-35 §, § ■ r 2 -§ `$ @ , § •E � a ■ - ,K - ` ` ~" !; ; ; 2 ®■ !§ 2; m r n e§ § ) !| -- ` ' n! |§ � § m� || � § \ 75A-35 U) H z H z z W 2 IL O J W 0 0 w N O CL O iY 0. O z a O z f= S2 W 75A -36 d t a O O V V O tO d OM(�()m t N � tn t"'� v v O O � ��h N NrN c co / /0 N N O O Lo n n V V ( (V N N h tp i h r r, a a; 1 1': l lO r r d d 0 0; O O o f- 0 (o cli C Cl) (~O O DO M O(p M M0000N C C. V Vf O M M M 4. N N N N V V c c•i N N N N C Cl) C d d) 0 071 N N H O O LL Y M O G M O t to o o0 t to W,o Y 0 0 0 m > o o 0 0 0_ 0 � r � C LL L LL t7 N M tO t N t M M M m m c co 0 00 C C (D N Lo ( to L ( 1 V V a a ( (O ( (D O O Y Y N H H n O O a` 0 0 LL V) O N N� v v h h O 00 ` O N N N N N N y O N t t+i 0 r � 00 O CL O a` y 0 0 0 0 V c co N NOhNO 0 00 O O M 00 v vn N t In N to �X W z c l0 4 U) _ Ct � O y a y y E C a L O r a p O O U U C C1 O O (a c ctl 41 a a a E N a a a ( s O O > > m m 0 > > @ O O c L O A i O O O O W W L c y y 4 v O g' L m � ° g a L) c i y A EE c O tD 0 a o t t � E m n y ;: E E n a a o 0 4 co 7 v y o W W L LL Q E O n W W W>'C) 0 0 L L to 0 0 W Q 0 Z LLJ 0 O Z Y Q a U) Z O to N" -j °z m O Q Q F- O Z W CL O } Q Z 0 V5 w 0 N 3 N N W 3 M O to 0 Y M ' N N C m a O a N M Go OD � c N ro N M N O r (n O00 N Go CD a E N N N r r M tt O a c a) m r ro _ N m y fn v1 N L 41 O a� m U) °O_ O p� N t i N M t to to p N N b Cl) O M 10 a M w N to c o N E 'C w o Q ro 3 J3 O a R O v C C ro W Y L al CL U) aE► m W N Y w c m m e0 s 0 x LU a �,�3 N c t~if a o o as g R = ; y w O Cf M N Q Q ` 8 CL w d N 3 3 ° E E N 0 0 o a 0 0 'N 0 0 'N Y Y C y, � +� ° ), d a d a m s, .0 . .� w U) w w r.. to m CL 0 N m CL H m d r Q U) N Q (n N Q U) Q. a 0 W 0 m U a) U a1 U � N U 41 N m L . � M ,N aO n. n. O 0 . 0 F- 75A -37 4) m rr N w U fO II N awl, Q. O N Z 0 Z Q W 0 Z Y Q a N Z _O E co � Z my Z F W a O I- Z >W W ..J Q U W a co r N Q M V7 SC M i N C M O M r O rn C c�i • Mw N a r Q 'a r w tLo0 O c rn ro E N N m W (q co et o Qj o M Y ro N ti t N o G► M e- y M CL a rn C O H .x �N C ro w X w O N F d b � L CL _ !4 ro E O 0 0 ~ d c > W h LU to io CL c > W c O Y _ mCL ro CL of W 0 d CO m m Q U) Q f!1 a L U) V N U m V N U 0 0 a a F a a m LID 2 m O' N a ai U f6 CL U/ i $l p, o Z 75A -38 V) w U W r r z w 2 uw J Q � Z Q r 0 z Q CL } D Y w w 75A -39 M w CL y C X o. c m N CL rA ca m 0 0 s .0 V 3 o m ~ C-) 00 NON e-CD Waco o� G Y L R a�3 OMoNN ONpNp MTV 0 M�tY LOCO O i- V w C W Y C N R a S M O N ODNO �� N NM�f1 M O B � E v y O1 tm 2 LV O a7 1i C y m ' R a w � y N MOB 000.0 a N C O- 13 0 ' O� ONO ONO ONO ONO ON O N co N r r r 4 � C YR °m°pM �,.� -e OO N o0�v O Cl) P- (Y) w to c v�iCOw O. p m u a y r d W � to m E w ` ` 0 or- O) I'D N N ¢ O ¢ O aEo M0 0 �Uw�- (q0 WJG 75A -39 M w CL y C X o. c m N CL rA ca m 0 0 s U) W 0 w W 2 co W W J � m Q c� z Y Q a 0 z W Y W LU 7 C r y r O 7 ,C 10 �.= ~ 0 O ONN CD Lo to �Or O1 C Y L �+ a LO fl, 0`ni�N co No NMM U') W O F a C C O1 Y C E n F N N N N O N O N CL E U y d w �p O tm CO) C LL y MNt 07 00 r C14 M LO NM 0) CD to d i U M 0) M co 10 h N MM LO r M N 0 a r a c O- 0 7 y (n N co N 0o N 00 N 00 N M N 00 G d O N d cn c Ym to N co M 00 M lnNh N M M MMID V M Co Q N V tD CL m W H ro m E E 'L 0 'L C e_+ 5 v N 7 N N W O) N Q 0 0_ Q O ) s�Eo = 3UW}- (33 Eo CL NUWH Eo 75A -40 N 0) U N y 01 C .Y 00 C v y O1 OL a) ayi 7 3 o 0) L O [n Z Attachment Shared Parking Calibration 75A-41 d NN Z A O ¢�Q F W � _m tlU d N O W a d S N 75A -42 gf N O N Z ZO 752E 0. Z mWU WSz IIICJ Z Nxyx 2 W OQ W 0. 75A -43 tai Y� I a t 1u m .- a �n r MIeNi II[I $ uni i3 i3 = ame N NT aCN1 a { �a O a a� ar a t''11 a a N � MN eepp 2g V �a a N N s a Q a th.k. a � a P� �N OM '•.' a e pp °c uO m O m n .- � II` C b R ` MIM N C 0 y f4V �. . N a u1 '- M1N n n ".R N M� NN Qa N N N r N Yl MIN oo � N • W Nl 3 a � EI m �Ra a 'I1n �rn �a d N N N ia'ee ;e. ae £ � 2 �GOSSSH- o r a qq F S 0 g g °o'OO ^�� °r3 3 U � U1➢K „ - O k J 3 a � F- � n9t O � 9 6 E Q2 r `a O o c E F o E u a 2 o p K N c S O a owgw�w � 75A -43 Y� I a °Q t _ .- a �n r MIeNi II[I $ uni i3 i3 ° •- a N a { O a a N � MN eepp �a N s a a th.k. a pp r O m n .- � 1 op b R ` MIM N C 0 y f4V �. . N a u1 '- M1N n Aryry Eq I N N 0. r N N' MIN oo � N • W a j4 m d n 6 b I a g g g g °o'OO ^�� °r3 3 � U1➢K „ O � 6 E r `a O o F o o S O a rn e b 4a_ac� n 75A -43 ❑ Z Q w 0 Z Y iy- Q 0. ❑ co H Z Q O aD mw0 xzz w�� mw Z CO G } Q ❑ Y w w 0 0 0 0 0 0 0 0 M M N N U) CO Ln SIMS ( UIWd 75A-44 U v n a� c� J U N O Z .6 O CL W U) m 3 C 3 7 A f6 CL ¢ `m ai LL c N o E ❑ z a w c� z Y Q a ❑ cn wz 0 a -- Q f= Z m w 0 x X z z W 0) g mw F- z 0 2 z w Y w w 3 O O O O O O O O m o � o U) o to M M N N T SIMS BUNABd 75A -45 U N N l4 U N 0 z U a CL rn )o m CL .n CD LL F j OD 2� w: iz 10 �o �O C v 0 'z �w 0 0 0 0 o a o 0 Un o ►n o ►n o Vn co M N N SIISIS OUNJed 75A -46 'b 2l Paz %o %61 1%, O 2 GL°�z O� �b 6' 8 Ilk w U Q a N Y F- CC ap 4= � X � W N N O Q Zf a rog$ F w O moF z w CC a er F �w tod N p a J J 7 LL 75A -47 W K Q LL h t f VI U2 N R 7 PC m ° ~ = W D N� 0 0 Y� a� LL Y C °gym 0. W I W> = vgi p MlN nm �. M n N It ° I Z q pNb 3 N� <Y M1 Q Ir a' _ v �°n cY'i�r Min m a n vmi �d Mo - �M n� m n� > c T Q ' n ,I, n e M n NM rI ,�N MN. aNH M`, H 0. q 0. 1• 6 � m I N a r�N W g A ° r N N ��•- N,lQ Y � kraQp q r ° r N m m N N D L ~ 6 6N ?Nr NIN NO�h MMttro� O nN�H�r M x v O Y ad N � Q 6 N pp vV�� 9 M ° pO r Y N ^ 8 'd- NIN lV b N � 3 N vS N T � N m rlr O OI NI, MHn �'N �NM ri, 1 {N Min: ! Mr n `Xv e JE& r rlr r v� Y u r O y s as Q t+° � C N W � O � J v ! ° O Q E Q E O E ° T ng o = 4 }a� y 2 IS U E a ! n i a a E a � Y x co L N � a o w w alw j W> = vgi v�r MlN nm �. M n N ° I Z q pNb r�M N� <Y M1 Q Ir a' _ v �°n cY'i�r Min m a n vmi �d > N Q ' n ,I, M n NM rI ,�N MN. aNH M`, iIM Nm r!� p C W g A ° r N N ��•- N,lQ Y � 6 q r INN m N N e a ~ MMttro� nN�H�r M v O Y N � Q 6 N 9 M r Y N ^ 8 'd- NIN lV b N � N vS N �NO NI, MHn �'N �NM ri, 1 {N Min: ! n e r rlr r v� Y u r s as � C � O � J v Q E O E ° T ng o = 4 U E x a a � Y n co L � O Z Q W U W Q O CL U (1) Z F- Y 00 Q= aW O N LU Q a� M m F 2 F— (/) 0 _ � W Z Q CCx C m .Z U F- W Z n �a Y � W W n 0 o O o 0 o O o a a M c07 N N r O LO SIMS BUIIJed 75A -49 U N N l4 J U d O L C 16 U O Q d) U) rn S C 7 T (9 C. Q �a W LL c m ❑ Z W W V ❑a zI-- Y m Q= aX W ❑N WQ a� �Wo x o= m W � w Cl a W J Y D W u- W 0 0 0 Co Co 0 0 0 0 CD to o to o vi o to It M m N N r- SIISIS BUINJed 75A -50 U N a N fit J U N O Z w U 0 Q v U) m _ a m CL Q m LL m w � U �a o m �x Z wa 02 �a2 mzw 1-20 00ao a:3 w J= a 0 x� U Z 20 aY � W 0. IL -� LL 0 0 0 0 0 0 0 0 0 0 w o LO o LO 0 in o w Nr Cl) N N r SIMS OUPPed 75A -51 .'b e! �dt ! �d9 DVS' -,Pdn �G c z ! I6, o! .'b 6' 1'b �Lb 9 2 N �Q N 2 02 2 K F W O .0, =x176 W Y Q d U Wx w N J� J LL 75A -52 OOC u4� � W 20 v R N ? N ?2,+'a6 a W V W 10 f n Y� 6 75A -53 n _ b as 'b W oa a� a Yr ay N� N r�9 hO 4� Q ITvni a' �a u�N N n g @ga 6' a d n a N �' a N d F N a N lO N V N d b- 'FIN N?� I ep fill mC a � N Y,M Nan O Y V O C N p C a I M ! N 3 [o S N P n b MIM f� N 0 1 u T T Nil mN N'N t0N b 6 N O MI { !V I a 9u E N i mn �N n'N MmN � v a n &n1° M fro'! °a NEN W N a0m V x 11 a Ay M e'1 � n n N N P lal M 3 M r b !. NI m N M C N v Q •.x�xx ° °2 a o N � N d N trR d � a a i °oo Oe 9� 4O O O b s og 7 Z S z8 N S C a a> E N ! C 9 3 U (J a - f ~ E Of m a g N p Q O a N 1-n E n E _ O W I 75A -53 n � g as 'b W a °a �N a Yr ay a Q 4� �a m N n F N a N n a N?� I fill mC a � N Y,M Nan O Y V O C Y a [o S N P n b MIM f� N 0 1 u T T n 1 N pp MI { !V I a 9u E N i mn �N n'N MmN � v N a0m nN 11 N e'1 � a b d� NI m N M C N v Q •.x�xx ° °2 o f og 7 z8 N S C a E v 0 9 U (J n- W - 75A -53 ❑ Z W ❑ W z Q Y W LL N ❑Q M '� o O =tea C _ 1 Z 0 0. � J Q � LL Y W W M M N N �- SIMS BUNIed 75A -54 U G1 0 Gl J U Q� O Z U 0 Q. U) Q t JO 2 G Q Q m C N LL C ;i'rF r `'rill �•J•r ✓'!'Jf'. I !r� /:.ri.. j. 'r '.: .+rl. 1`- r, ^ *`; r., [Efi I r ,✓, : >.t IF i - f rJ,+J,rr l fj .✓ i J'/'. ,r f �� F rr r, '! { l,r,,+i t1'. ✓•.7 I i ,� rr .r /r ✓r ✓ 'rr "' /i %✓f l �!` ! r,'r,lf� ✓r�, �!' J ,r'r. .i .frl li�s fr! 'f i.� r'.! s • 1 / r ,.,✓ f 1. rl, , f , t -.r'� 1° +JJJI r r 'I ✓,r ! i '. i r f: ''.''tr' Jd F ,',.1 r r'i 1 . /` flJj :✓r ri. !r: .i :: ! ,' � .r✓ l { r, ./ '� rr .+_F /+ . .✓! r -., •, .✓ ✓J�' �� {r! 'rr ✓,,'''1t r't �� J f�,tr/r ,✓'.' % :✓pr ✓r%✓r'�.lft! ✓:� F,, ✓, .I��1ff:�,.r'. JIs �r.+ f,�f.F r'f 1 /1rF.°I /�� %.'''1r�F!^r ^�.r°J'`. .'r/' /.=1 .f ✓'�f ,,f,if, +�, f,f_ ��� ,,�✓ f. ,:,.frf r ,f• fr. 'ir;Eff,;,�fr 1, *F `r s ✓,f'.�',,J!'re''rf.';i ✓ �.�, �? i,,!✓.rf%rlf j?r J j/� r fr /, ir'f,'f,rr✓r.i, /r / ;,i ✓rf t,'f s irr'lr irr!''i i.; %F�i •;/rrf`fi,✓;, f f rr' ' ✓,�".✓ > ; Jf,r'✓!� �' ✓r'� f, fl :''r ,/ r f;'rr'r'�' !',°,I a : r ,� ! ,�` `r'ri rf %'j'i rf'. .r' fv; r ,l.lyil > r�. rr. ✓r rf l J,%i"1 f'..�' i IO t;:la ,/_I FJI j'',/ ✓ ! rF > r✓ 'f ?'. if /! I r ,� rF �.. {',. r.J�, rj',r /✓ jrY Pf' J✓fi f - J'� !f ✓ ✓r,;_�f�r�r. ,^ ,,✓. //'rfflr��++ffs`F,,rffr e {f i,''e s!'' f ,+ F i ff i',lf /' J".f+ ,r'✓ J /iJ+'Jy f P :1 Jl r r ./.'`,r''1 J : 1 /,r ice+'!+ rf� ." r iF' ✓FJ ✓rff''" / /! J {�.r'1 / r'j ,� !' ,J' / ''Ir f .J l.l✓i Y J J/r r.'/eJ. .l�: fr ,%. :f„r :r'�s!, �j ., , .r'` r ,. ".✓1 . :f °r Jt 1'f i t . ..ri..rr. I yl �I, i.r =,+'t "''rr 'r r -. l.''I.fi r ,f ✓� J� , f ✓ f✓ � ff r ✓r r, ✓ .' , r. °' !' /' - -; i'''.! '. ri �,r •�'ri �' ! :,✓/. ,✓ /,,rf . -f, ,J ! f. t, t � J'✓ i1 r" +f r'f ✓,. lri.!'..r l /l,. �. , : {.t ,+,Si N r �+ r/.+ ,i r r,,r! ! ! r'> ^.'y + %� +t1,. f li�t> ✓ r' /! fl ,' -�Irf` - %' i / !IJ'r rl. 'rr t r�- i / '!% r,,,✓ � 't �rff fr f✓ f' J', /.!i r � ! ✓•,r 'f f rf✓! t f . f •'- i f -fr ;, .' ✓r . "; s,r,f. ✓,+' /, r/.•; +J1,I % = f l f',•,+',': .1, ✓ ,; -r•j� / � j c '.'r °r f�, `.. ✓r� .`✓lv'Jr ✓ir{�r y � t ✓r�tr �fs. ✓.+r!J.r ,J +� ii rflrj,'l:.. r j ,e .*'.r : /':'. ,f; - rrd✓i'',f P` :'i'r .r� r';'.✓ ,' "// �f. %r ,.✓� i J "+/ a M M N N �- SIMS BUNIed 75A -54 U G1 0 Gl J U Q� O Z U 0 Q. U) Q t JO 2 G Q Q m C N LL C M Z Q UJ LU Z W Y = Q a U) Q W j Q � U H OF- F =tea UJ 0 LU o nom, � J O J Z m LU L' Y W W 0 0 0 a 0 0 0 0 0 C3 uD o u> o u> o u� IT Cl) M N CV SIMS OUPIAvd 75A -55 U N N N J U N O Z U 0 C1 N rn Q z -3 0 m c m 2 a Q m .o v LL c �u w =)w i~ W m� z V) Z Q 4 22 w:3 oi2 U Z O F-Ya =da a= LU J_ ~ Q 3 C3 Q H LU Z O g 0. Y J J IL It Cl 0 0 0 0 0 0 0 0 0 m Cl N N SIMS BUNAed 75A -56 4561 ell %- t ids �aS 3 �2 0 x lep- �a! -,poe I'b Ibo OZ 1'b s 8 X69 N rr a� � J ow za Q N ul m C z� W�o Q a w .� 0 �a zj N LL 75A -57 a Q a J � U � W Y N Fat m a zp 0 •� J Q LL n 75A -58 i a°Q 0 W 1D �m w � m �.. MIT 1 5 a eV tpp n� n ( N yy •. mm mp N N n °r ar t ' �a r � Q N 0 s 4 N 0 6 a n a H � r tOi 4 N N • r N M O m � 0.ryN Ir ����eY a A O �y M N 50 , o L n • If a oPD Y O NI' q •. a O N C uN�N'nkn �m 'N a a N NI M n Yf m! 3 IUD v N V G r'l N t7 � Q dm yY N N m TP r Ir W Nm m C N f0 < agaN � �n o 9 Y O °R y�P SPP „ o � S _ a4 » z o 4-0 U � A O J K u S oe F g lu N °z ti 0 g S J FQ- E O C V• i a O E O m C oY C o a° 8 s 6 9 a Y a 3 g o a E i 3 a FH 8 OwUFOW L.3 7 75A -58 Y ILs � r �m w uN 1 5 a n� n ( N yy •. mm mp N N n °r ar t ' �a Q N 0 s 4 N tit a a a m 0.ryN Ir ����eY O � M N 50 , d oPD Y O NI' q •. a O N a a N NI M n Yf m! 3 IUD v N G r'l N t7 � Q dm yY Ir agaN � �n o m S z o 4-0 U W K u S g lu N 0 g S J FQ- E i a O E O 6 9 a Y g o 3 a L.3 75A -58 M m V) I-- Z W W J a U w a U) 0 Z F' U to 0 w a. J LL i I i f ���,' ` i / rl Y fz J�r /�✓ ;, � !r>r.,,>,��rr fr.f• -.%✓ `' r fi,�r t f`� :`,,lrfrl i1' r•'� .' I � r !>' .A /t '.'dam J rie+'/ I J f %,• I f,,� �.+ (r. I / / 1P✓'r" ffry,. .., irj.: � >> ,, ,> r r r,� fi F f,{` fJ,+'� `` `,. d r / ✓` .l !,• r� f%, .. " ,..!.,.Jr., /, , -,' . ✓l, 1..-, , , t: -J;. r, .':�: ,,...: j'...; f ,, 1, i i fr`; f/ .vAlA`id..;Af'r1�,r r. F .T; >t f,,rr� +!r.. t' `f•'''rr di' F , ✓'`r r't f. . rfl` t t '"j- ` ✓ r - l r ! ,F d r f s - i ,f`.r -,: rr - ✓ r / %,> /.,' f r��, f ; l `` J ' .. t J F f ,? Ftd I .> /'t f ,> J Tr „! ` rf' I jr / I >✓`,rf I i ,Il• %, ,. �,t rl% 1 j'+ J f� rl f !'. ,{r1 ✓ f�I ,, /. ! �lr /r d j r F l,e / I / d �✓` -�r• '+ f� r.+• " Jsr r J l'a f • .%'r f.J f/J t f.,✓f r.f f. "•f +''rJ� rf. /r / .fir''!/ f. .r_a ,,ff, ;• 'Ar. �' i fr / °!'iir.%f'•! t /Irl'�,,,+� Arr/ "rr >f"'", fr`",.f J>. ;�`f,d ,. r�� {rr /,lif{,r'!.`�,r ff f/' i f r 'fr Ap, . a''r, /,tr f%!J: jTl •'`f.`. f ..r `; ✓ ,� /?�'f. ,✓�r "✓ i °?'i .'/'ri'frr i'r'> i i s- J.. "f - 'r /, .f 1. j +,>✓/ rr ✓"rr r'' 'rrr ,r`!: `r �. ,p d / � lr yjj,F! ✓ f.. !� ., -r //d "err I / <` rrf ` /'F .. P." .l" >OF,/ !' fJr'r ryir /,.' ✓'J j /3'rfs J P AlfJ� r .r k I °' ✓fl��rJf /r��i/�r, ,✓'� : >rf r f /.r ^ t�`rr,?r.}r�ryfrr'rdr J�., � ,r. fr. 'r'� ' �.+ J,.� +✓ ! %. Tff r'r ✓` "!r '"d /rr' !,. J f e �t fdf,,,r.,l1 r', r'' r i i�I.+ 'rdf�>! ,r' f./,r ; •t - . r . l,r, %'l,`. `ffir _./ /t , f, r .� ."'� ,ii,/`.;l'"r,ilf• JFf". ✓,j !! r!;✓ er,' ✓f. ,�,t�'.,r"'f ,• l +. ,+� .i :' r • { J fll'' _ r ✓ % fs.l..^t { r ✓`y. i'� Ir,�1 e ;F r r., s� rl �f "!J"� f•.r'r,:✓;;!;�%!r .^`°`,f`f f , ; �' .?i.'t°;. '! t, ; /"r.� r'',+'.'',i r,'; rrf Jr %rr I t -''.i 1 l t"/rif -` r� `!'.`!/ r!'f�''1rf1 /l. Vl Y ,%l�.•tfl rr� Ir. r.- i r� 0 r > -,. 1 ✓ ;i'r" ✓ -F' >j r• . r :err -� J ' � 3 l ./'.'�r r�r �''`!'� / r ffdt `,,r /, ✓F✓r- f ��f °'r.ff:fr; � t y,'+ -rr ;,! r,. a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (O V) Nt M N SIMS BUIMJLd 75A -59 U d) 0 U ro J U Ql O 0 z U O O. d3 W R7 Q G 3 7 a1 ro a Q ca 2 m d) LL C ro 0 z Q W 0 z F- Y z OL � a d. W J a ga CO) m W Z 2 rx W z a W 00 0 2 � P a Z 0LL z w Y ill w 0 0 0 0 0 0 0 0 C) � It M N rj�" U N Q N m J U N y O z U 0 d N to Q c m a a� LL c m -2 o O }z m u.r ❑� zJ M4 o uj u�Oa. ❑ z 0 HYZ mo!— X n p lU J_ F Q V H0 z a. 0 J J Y � W a_ 0 0 0 0 0 0 o Co CD (CDO ttC3 1* M N CD SIBS }S BUDY9d 75A -61 ll6 "dr %o `61 `yo% "VI ".V9 "V9 a � o x I'b t Ilk O/ llb 6' Ilk CP I'b PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 The Discovery Science Center (the Center) property located at 2500 North Main Street in the City of Santa Ana, California (the City) is bound by Santiago Creek to the north, Main Street to the east, and Interstate 5 to the south and west. The Center is open from 10:00 am to 5:00 pm, seven days a week; it occasionally opens earlier or closes later for special events or tours. The on -site parking lot for the Center contains 182 parking spaces. The Center is planning the expansion of its facility on the northwest portion of the site that is currently utilized as a parking lot (thei Project). It is envisioned that the Project will be completely occupied upon completion. A 9,618; square foot (so auditorium on the 2 "a floor of the Project may be used for exhibit space or a 500 -seat theater; this Parking Management Plan (PMP) includes parking strategies for both conditions. If the auditorium is used as exhibit space, the full Project will have a peak Design bay parking demand of 384 spaces, including employee and customer demand. If the auditorium is used as a theater, the resulting Design Day parking demand will be 400 parking spaces, including employee and customer demand. For special events, the peak parking demand is expected to be 656 parking spaces, including all employees and visitors. This PMP was prepared to help guide the Center's parking management strategies and goals during the time period prior to the construction of an on -site parking garage that would accommodate the Design Day parking demand on -site. The following is a summary of the parking management practices that are available to the Center and will be required to accommodate peak parking demand's. This PMP is intended to be a dynamic document, to be revised and updated on an as- needed basis to respond to new or unforeseen conditions generated by future operations and events. The City may require the Center to revise this PMP based on its annual review /assessment. The approved PMP will reside with the City Planning Department, in conjunction with the Project approval documents and related documents, for reference and public review. PARKING MANAGEMENT STRATEGIES This PMP is based on the parking analysis, peak parking demands and parking management strategies outlined in the memorandum Parking Assessment for the Discovery Science Center Expansion Project, Santa Ana, California, (Gibson Transportation Consulting, Inc., October 10, 2012). The parking demands for the Center will be accommodated through the use of the on- site parking supply and the continued shared parking arrangements with adjacent businesses (Citibank and Wells Fargo). As part of the PMP, implementation strategies should be considered, including employee transportation demand management measures (e.g., transit incentives, employee carpooling programs, transit subsidies, guaranteed ride home programs, etc.), shared parking arrangements; employee parking programs (e.g., designated employee parking areas, parking permits, etc.), parking guide signs, updated parking technological measures, off -site parking arrangements, etc. The on and off -site parking locations are shown in Figure 1. EXHIBIT 12 75A -62 PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 PMP IMPLEMENTATION The terms and conditions identified in this PMP shall be followed by the Center and shall be applied automatically without additional direction from the City. The City shall have the right to monitor and verify all aspects of this PMP and shall be given reasonable access to the property and /or documentation upon request. Revisions may be made to the general requirements based on an annual review of the PMP. One -time revisions to individual requirements may be approved by the City on a case -by -case basis for days with particularly high parking demand. The parking demands for the Center fluctuate depending on the day of the week and the time of day. In general, the peak parking demand for the Center occurs mid -day at approximately 1:00 PM. The on -site parking lot, as well as use of off -site parking lots, will be managed so that the parking demands of the Center are met throughout the day for weekday and weekend conditions. The PMP is separated into three levels of implementation: one that assumes the auditorium will be used as exhibit space, one that assumes the auditorium will be used as a theater, and one for special events. Tables 1 and 2 provide a summary overview of the parking strategies for weekday and weekend conditions, respectively, and the number of spaces required for each parking type. The allocation of off -site spaces may change from month -to -month as the needs of the Center and the off -site parking owners change. ;These tables show the number of off -site spaces that will be needed to meet the projected peak Project parking demand. Parkinq Area Definitions Generally, the following types of parking spaces are provided depending on the time and day: • Customer On -Site Self- Parking • Customer Off -Site Parking • Employee On -Site Self- Parking • Employee Off -Site Self- Parking • Bus Parking Customer Self-Parking consists of sections of the Center -owned parking lot that will be available for visitors of the Center to park their own vehicles without assistance from staff or parking attendants. Customer Off -Site Parking consists of off -site parking lots where the Center has a written agreement to share parking spaces. Parking signage will direct visitors to drive to the off -site lot and Center staff and /or signage will provide direction as to where to park. Employee On -Site Self - Parking consists of sections of the Center -owned parking lot that will be available for Center employees. On days when the complete Center parking demand is 2 75A -63 PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 expected to be served by the on -site supply, employees will park their vehicles in the portion of the Center -owned parking lot least desirable to visitors. Employee Off -Site Self- Parking consists of parking lots located near, but not on, the Center's property that will be used 'exclusively for employee parking during peak times of Center operation. If located very close to the Center property, employees may walk from the lot to work. If the lots are located outside of comfortable walking distance from the Center (i.e., further than one quarter - mile), the Center will need to shuttle employees to /from the off -site parking at the start and end of their shifts. Bus Parking consists of designated bus parking areas within the Center's on -site parking lot. DESIGN DAY PARKING MANAGEMENT PLAN: AUDITORIUM AS EXHIBIT SPACE The following is a summary of the operating conditions for occupation of the full Project when the auditorium is used as exhibit space. Weekdays (Monday — Friday) (Table 1) Peak Parking Demand: 1 PM Visitors — 301 Employees — 83 Total Demand — 384 On -Site Parking Supply Visitors —182 Employees — 0 Total Supply —182 Customer Self- Parking. All 182 parking spaces will be provided for customer self- parking in the Center's parking lot. All employee parking should take place in off -site lots. Customer Off -Site Parking. Approximately 119 customer parking spaces will be provided in off -site parking in lots located within walking distance of the Center. Employee On -Site Self - Parking. No employees should be parked in the Center's on -site parking lot. Employee Off -Site Self- Parking. All employees should be parked off -site to allow visitors access to the prime parking spaces within the Center's parking lot. The off -site employee lot will need to accommodate approximately 83 employee vehicles. The upper levels of the Citibank parking garage would be the most appropriate location for employee parking. 75A -64 PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 Off -Site Lot Utilization. Approximately 202 off -site parking spaces will need to be provided. All 83 employees should be parked on the top levels of the Citibank parking garage. The remaining 119 customer spaces will be located in the Citibank parking lot and garage. Weekends (Table 2) Peak Parking Demand: 2 PM Visitors — 275 Employees — 83 Total Demand — 358 On -Site Parking Supply Visitors —182 Employees — 0 Total Supply —182 Customer Self- Parking. All 182 parking spaces will be provided for customer self- parking in the Center's parking lot. All employee parking should take place in off -site lots. Customer Off -Site Parking. Approximately 93 parking spaces will be provided for customer off- site assisted parking in lots located within walking distance of the Center. Employee On -Site Self- Parking. No employees should be parked in the Center's on -site parking lot. Employee Off -Site Self- Parking. All employees should be parked off -site to allow visitors access to the prime parking spaces within the Center's parking lot. The off -site employee lot will need to accommodate approximately 83 employee vehicles. Off -Site Lot Utilization. Approximately 176 off -site parking spaces will need to be provided. All 83 employees should be parked in the Wells Fargo parking lot. The remaining 93 customer spaces will be located in the Wells Fargo parking lot. DESIGN DAY PARKING MANAGEMENT PLAN: AUDITORIUM AS THEATER The following is a summary of the operating conditions for occupation of the full Project when the auditorium is used as a theater. Weekdays (Monday — Friday) (Table 1) Peak Parking Demand: 1 PM Visitors — 318 Employees — 82 Total Demand — 400 75A -65 4 PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 On -Site Parking Supply Visitors —182 Employees — 0 Total Supply -- 182 Customer Self - Parking. All 182 parking spaces will be provided for customer self- parking in the Center's parking lot. All employee parking should take place in off -site lots. Customer Off -Site Parking. Approximately 136 parking spaces will be provided for customer off -site parking in lots located within walking distance of the Center. Employee On -Site Self- Parking. No employees should be parked in the Center's on -site parking lot. Employee Off -Site Self- Parking. All employees should be parked off -site to allow visitors access to the prime parking spaces within the Center's parking lot. The off-site employee lot will need to accommodate approximately 82 employee vehicles. Off -Site Lot Utilization. Approximately 218 off -site parking spaces will need to be provided. All 82 employees should be parked on the top levels of the Citibank parking garage. The remaining 136 spaces will be located in the Citibank parking garage. Weekends {Table 2 Peak Parking Demand: 2 PM Visitors — 295 Employees — 82 Total Demand — 377 On -Site Parking Supply Visitors —182 Employees — 0 Total Supply —182 Customer Self- Parking. All 182 parking spaces will be provided for customer self - parking in the Center's parking lot. All employee parking should take place in off -site lots. Customer Off -Site Parking. Approximately 113 parking spaces will be provided for customer off -site parking in lots located within walking distance of the Center. Employee On -Site Self - Parking. No employees should be parked in the Center's on -site parking lot. 5 l!rl�Qpel` PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 Employee Off -Site Self - Parkins. All employees should be parked off -site to allow visitors access to the prime parking spaces within the Center's parking lot. The off -site employee lot will need to accommodate approximately 82 employee vehicles. Off -Site Lot Utilization. Approximately 195 off -site parking spaces will need to be provided. All 82 employees should be parked in the Wells Fargo parking lot. The remaining 113 spaces will be located in the Wells Fargo parking lot. PEAK DAY PARKING MANAGEMENT PLAN: SPECIAL EVENTS The following is a summary of the operating conditions for occupation of the full Project during special events. Weekdays fMondav -- Fridavl (Table _1 Peak Parking Demand: 1 PM Visitors — 573 Employees — 83 Total Demand — 656 On -Site Parking Supply Visitors — 182 Employees — 0 Total Supply —182 Customer Self - Parking. All 182 parking spaces will be provided for customer self - parking in the Center's parking lot. All employee parking should take place in off -site lots. Customer Off -Site Parking. Approximately 391 parking spaces will be provided for customer off -site parking in lots located within walking distance of the Center. Employee On -Site Self- Parkins. No employees should be parked in the Center's on -site parking lot. Employee Off -Site Self- Parking. All employees should be parked off -site to allow visitors access to the prime parking spaces within the Center's parking lot. The off -site employee lot will need to accommodate approximately 83 employee vehicles. Off -Site Lot Utilization. Approximately 474 off -site parking spaces will need to be provided. All 83 employees should be parked on the top levels of the Citibank parking garage. The remaining 391 spaces will be located in the Citibank parking garage. It is likely that weekday peak day parking conditions would only occur on a weekday holiday and, therefore, sufficient parking supply at the Citibank site would be available to the Center. C. 75A -67 PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 Weekends (Table 2 Peak Parking Demand: 2 PM Visitors — 523 Employees — 83 Total Demand -- 606 On -Site Parking Supply Visitors —182 Employees — 0 Total Supply — 182 Customer Self - Parking. All 182 parking spaces will be provided for customer self - parking in the Center's parking lot. All employee parking should take place in off -site lots. Customer Off -Site Parking. Approximately 341 parking spaces will be provided for customer off -site parking in lots located within walking distance of the Center. Employee On -Site Self- Parking. No employees should be parked in the Center's on -site parking lot. Employee Off -Site Self- Parking. All employees should be parked off -site to allow visitors access to the prime parking spaces within the Center's parking lot. The off -site employee lot will need to accommodate approximately 83 employee vehicles. Off -Site Lot Utilization. Approximately 424 off -site parking spaces will need to be provided. All 83 employees and 92 customers should be parked in the Wells Fargo lot with the remaining 249 customer spaces located in the Citibank parking garage. PARKING MANAGEMENT MEASURES Weekdays and Weekends To assist in the efficient utilization of its parking supply, the Center shall: 1. Post directions and a parking lot location map with the variety of travel routes available for public visitors on the Center's website. 2. Manage the use of all on -site public parking spaces to avoid underutilization of parking spaces. (See Figure 2) 3. Manage bus parking circulation and parking. (See Figure 3) ""_Qlee� PARKING MANAGEMENT PLAN FOR DISCOVERY SCIENCE CENTER SANTA ANA, CALIFORNIA October 2012 On Weekday and Weekend Design Days when off -site parking will be needed, the Center shall: 1. Inform employees that off -site parking measures shall be in effect the following day. 2. Provide directional signage to help the public locate currently available parking. (See Figures 4 and 5) 1 Deploy parking attendants to expedite on -site and off -site parking and pedestrian circulation. 4. If any changes are being proposed to the Center's internal parking lot configuration or to the total supply of parking spaces, the Center will submit a plan to the City 30 days prior to any change showing the location of additional available off -site parking. Special Event Days On Special Event Days, the Center shall: 1. Implement all Weekday and Weekend management measures. 2. Notify City of Santa Ana staff at least 30 days prior to anticipated Special Event days. 3. Prohibit construction or exhibit loading /unloading. 4. Reschedule events and programs that are not related to a planned Special Event to a different day or non -peak period whenever possible. 5. At the City's request, conduct a debriefing meeting with the City to review parking and traffic management strategies for similar future events. ANNUAL REVIEW An annual review shall be conducted by the Center, in conjunction with the City, to evaluate the effectiveness of the PMP. The review shall include an assessment of the peak parking periods and whether modifications to the PMP should be recommended. The Center shall conduct a review of its parking demand, including collecting parking count data, and submit the parking data to the City for its review and consideration. At the time of each review, the Center will provide the City with evidence (month -to -month or annual signed leases or agreements) showing the City that the Center has sufficient off -site parking under its control to meet its parking needs for the following year. The Center may propose additional reasonable parking measures which could be approved at the City Planning Director level. The City may impose modifications to the PMP if it does not result in satisfactory operations. 8 S t e 'ti MAIL 1 t L ' .ra s > x- - jvw r5 rMx� 14, tp iw CTJ Q jhII� * 1 i 1 4 _x� � f�' '�I SCI ] :J >�• s a ¢' a I,, l sd •. � `� ,�' � , *d .» � ,�"= r 4 A x � 8 � e � ,� q � � �r •- .-�'�� -�,- -qtr l S� ;;'1�'w� � !'� ,e t5D gall ®t _t<��f. { • #`_� �� .: i � �°i. /�;j,�,( a �, "� �,'; t'1. rr�'�,,�,•Q'x� � \? .� �!_ i 444 s+w,+r - .'f,:r`_I.:� -k.. x.ta..F.r AdLI I i a= 7 1 tij f a� o� 75A -71 l c, w � N LL. - -- - ------- - 75A-72 W Of D m 0 LL 0 5.5 ) 'g M 75A-73 r74 77"o, mid Jo; ffTlq ' -77 jt� io- Vv, 41"a Z' 101C Eel A --------------- A U) w U9 w F 1-- z w 2 �w w� -' z im a z Q a IL } 0 Y w w �C N N V o W L= co O�o NON r0 O) C a -MG NNO N Mtn - 3 Z u� MTV M�qT tnMw 0 a C d Y C E M Il) MAN M N m 0 N N N MME M N •+`+ eM-•�N N d c cm LL C 0 CL m rn �n O M N -- M ti �-w rMN ��N MMtt C N 3 to N N 0o N 00 N 01) N 00 N ao N 00 0 CL r r r r r a tn c C to MGM M O co U') to 0. Q MMa w U C. y N 1: .0 w r 9) 1V 0 > }p_+ N j 0 w N d P Q O 0 .0 lE w0 �E b U E UJ o H 'E C) E 0 J- az to 0 E w o I-- N N U li3 Q N m G ,C 113 Q C N N N Q N N 3 ..0 N L Z to 75A -75 U) W_ 0 W F- 9 V) h z w N w w0 Mj z W F- / ^ V z Y a IL a z w Y W w 0 75A -76 r 03 O. N rn c x m a C d O. W N 3 N L O z 1 � N Y_ 7 � V {" E ►- A � O NN O IA t ra- O � a� c M to 0 ONO a) 00 M O000 N M O 7 N r' Cl) (V M Lo 'o F- 1 C d `1C C E p N LO N N N N LO CD N E U m r r 0 M fu C (A CD —(0 1-- rncot- Y � a � MMH MNm Lo co 1 O — W n U) N 00 (q OD N CO N 00 N 00 N 00 d a. ,N r r r r a� rn� M d ti Cl) °O N 0 �'i N 00 ti N M O dy (V M co U) co Q d V CL N � «_ d W F- !N6 U) E E 3 ate..+ a d N ate+ 7 N N > W N N O O O .0 N r 8 d YVi et1 ii �UW� �SUW Id fnU WFd- 75A -76 r 03 O. N rn c x m a C d O. W N 3 N L O z ORDINANCE NO. NS -XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT NO. 65 (SD -65) TO ALLOW THE RENOVATION AND EXPANSION OF THE DISCOVERY SCIENCE CENTER AT 2500 NORTH MAIN STREET (ZOA NO. 2012 -02) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. The proposed Zoning Ordinance Amendment No. 2012 -02 is to amend Specific Development No. 65 (SD -65) to allow a reduction in parking as required by both SD -65 and the Santa Ana Municipal Code (SAMC). B. On October 22, 2012, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt Zoning Ordinance Amendment No. 2012 -02 to amend Specific Development No. 65 (SD -65) to allow a reduction in required parking pursuant to the requirements of a parking analysis and management plan. C. Zoning Ordinance Amendment No. 2012 -02 came before the City Council of the City of Santa Ana for a duly noticed public hearing on November 19, 2012, to consider all testimony, written and oral. D. The City Council adopts as findings all facts presented in the Request for Council Action dated November 19, 2012, accompanying this matter. For these reasons, and each of them, Zoning Ordinarce Amendment No. 2012- 02 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. Specific Development No. 65 (SD -65) is hereby amended as follows: SECTION 7 - PARKING REQUIREMENTS A. Museums and science centers. Vehicular parking shall be per AFtiGle XV of the Santa Ana MURiGipal Code the requirements of a Parking Management Plan completed by a Professional traffic engineer, and approved by the Planning and Building 75A -77 Agency. The Parking Management P!an must be updated for special events, or if any operations of the use are modified in any way. Bus parking spaces for three (3) vehicles on -site, and off -site parking and queuing per the Bus Parking Management Plan. The Bus Parking Management Plan is herein incorporated by reference. B. Professional zoned uses. Per Article XV, Chapter 41 of the Santa Ana Municipal Code. Section 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of _'2012. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Ryan O. Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN NOT PRESENT Councilmembers Councilmembers Miguel A. Pulido Mayor 75A -78 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, 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 75A -79 ROH — 11 /19/12 RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2012 -06 AS CONDITIONED TO ALLOW THE RENOVATION AND EXPANSION OF THE DISCOVERY SCIENCE CENTER AT 2500 NORTH MAIN STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Discovery Science Center (DSC) is requesting an amendment to the development standards within Specific Development Plan No. 65 (SD -65) and site plan approval to allow the renovation and expansion of the existing science center as part of Phase II of its approved master plan at 2500 North Main Street. B. The Planning Commission of the City of Santa Ana held a duly noticed public hearing on October 22, 2012, and voted to recommend that the City Council adopt a resolution approving Site Plan Review No. 2012 -06 as conditioned. C. The DSC is requesting site plan approval for the project (Site Plan Review No. 2012 -06). The zoning designation for the subject property is Specific Development Plan No. 65 (SD -65). 1. Section 41- 593.4(b) of the Santa Ana Municipal Code requires review of all plans within a specific development plan area to ensure the project is in conformity with the Specific Plan. 2. Considering adoption of the amendments to SD -65 requested by the DSC, the project is in compliance with all applicable development standards outlined within the Specific Development Plan (SD -65). 3. Considering adoption of the amendments to SD -65 requested by the DSC, the project has been determined to be in compliance with applicable parking, landscape and architectural provisions governing the project. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommended actions have been determined to be adequately evaluated in the previously certified FEIR 96 -06 and subsequent Addendum FEIR 96 -01 (ER00 -04) as per Section 15162 of the CEQA guidelines. The originally certified Environmental Resolution No. 2012 -xxx 75A -81 Page 1 of 3 Impact Report and subsequent Addendum were analyzed in light of the revised site plan and it is determined that there are no new significant impacts resulting from the project, as proposed. All mitigation measures in FEIR96 -1 and subsequent Addendum continue to apply to the proposed project. Section 3. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Site Plan Review No. 2012 -06 as conditioned in Exhibit "A" attached hereto and incorporated herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Council Action dated November 19, 2012, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 4. This Resolution shall not be effective unless and until Ordinance No. becomes effective. If said ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this resolution shall be null and void and have no further force and effect. Section 5. This decision rendered by the City Council of the City of Santa Ana is final and is subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Clerk of the Council shall give direct notice to the applicant of the Council's decision and these findings. ADOPTED this APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Ryan O. Hodge Assistant City Attorney day of , 2012 Miguel A. Pulido Mayor Resolution No. 2012 -xxx 75A-82 Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2012 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana rm_M:191 Resolution No. 2012 -xxx Page 3 of 3 Conditions for Approval for Site Plan Review No. 2012 -06 Should the Planning Commission approve Site Plan Review No. 2012 -06, the approval is subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below rip or to exercising the rights conferred by this Site Plan Review. The applicant must remain in compliance with all conditions listed below throughout the life of the Site Plan Review. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division All proposed improvements must conform to the Site Plan Review approval of DP No. 2012 -15 and staff report exhibits. 2. The project shall remain in compliance with Environmental Impact Report No. 96 -01 and Addendum, including Mitigation Monitoring Plan. 3. The DSC shall maintain a Parking Management Plan (PMP) throughout construction of Phase II of the project. The PMP shall be reviewed and approved annually by the Planning and Building Agency and include an assessment of the peak parking periods. 4. The DSC shall maintain signed agreements for use of the required number of off -site parking spaces, as calculated by the PMP and confirmed by the Planning and Building Agency, during Phase IIA of construction and prior to the issuance of Certificate of Occupancy for Phase 1113 of the project. 5. Phase IIB will require Site Plan Review and approval by the Planning Commission at which time the Parking Analysis and PMP will be submitted for review and revision, as necessary. 6. The DSC plan should remain in compliance with the Scope and Phases of the Development plan as per all applicable agreements, including the revised Implementation Agreement, between the DSC and the Successor Agency to the City's Redevelopment Agency. 7. Landscaping shall be maintained per the approved landscape plan. After project occupancy, landscaping is to be maintained to include the required plant materials installed at the time of occupancy and per the approved plan. Exhibit "A" 75A -84 November 19, 2012 PAGE 2OF2 8. The DSC must comply with any and all conditions and requirements of all previous entitlements, permits, and discretionary actions pertaining to this property. B. Police Department 1. The applicant shall submit a building and parking security plan to the Police Department for review and approval (added by the Planning Commission at its November 13th meeting). Exhibit "A" 75A -85 [rl Illoo REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION MEETING DATE: NOVEMBER 19, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ❑ As Recommended EXCLUSIVE NEGOTIATING AGREEMENT FOR ❑ As Amended REGIONAL TRANSPORTATION CENTER AND ❑ Ordinance on 1st Reading HOUSING AUTHORITY PROPERTIES; AND ❑ Ordinance on 2nd Reading CONTRACT AMENDMENT WITH KEYSER ❑ Implementing Resolution MARSTON ASSOCIATES ❑ Set Public Hearing For CONTINUED TO FlIFINIHNINUM-111 CITY MANAGER EXECUTIA DIRECTOR RECOMMENDED ACTION CITY COUNCIL ACTION 1. Authorize the City Manager and Clerk of the Council to execute the attached Exclusive Negotiating Agreement between the City of Santa Ana, Housing Authority of the City of Santa Ana, and Santa Ana Station District, LLC for the Santa Ana Regional Transportation Center ( SARTC) and related Authority property, subject to non - substantive changes approved by the Executive Director, City Manager and respective attorneys. 2. Authorize the City Manager and Clerk of the Council to execute the attached amended agreement with Keyser Marston Associates, for economic consulting services for the SARTC project in an additional amount of $25,000, for a total contract amount of $50,000, subject to non - substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY ACTION Authorize the Executive Director and Recording Secretary to execute the attached Exclusive Negotiating Agreement between the City of Santa Ana, Housing Authority of the City of Santa Ana, and Santa Ana Station District, LLC for the Santa Ana Regional Transportation Center and related Authority property, subject to non - substantive changes approved by the Executive Director, City Manager and respective attorneys. Exclusive Negotiating Agreement and Keyser Marston Amendment November 19, 2012 Page 2 COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting of November 6, 2012, by a vote of 6:0, (Morfin absent), the Community Redevelopment and Housing Commission recommended that the Housing Authority authorize the Executive Director and Recording Secretary to execute the attached Exclusive Negotiating Agreement with the City of Santa Ana and Santa Ana Station District, LLC for the Santa Ana Regional Transportation Center and related Authority property, subject to non - substantive changes approved by the Executive Director, City Manager and respective attorneys. DISCUSSION On December 7, 2009, the Santa Ana Community Redevelopment Agency (Agency) and the City of Santa Ana entered into two Predevelopment Agreements (exclusive right to negotiate agreements) for the Station District with Related California /Griffin Realty Corporation (Santa Ana Station District, LLC), a development team selected after an extensive Request for Qualifications (RFQ) process. The Station District is 94 -acre area anchored by the Santa Ana Regional Transportation Center ( SARTC). One agreement was for the properties under development now (Station District three -phase affordable housing project), and the second for other properties in the area owned by the City and Agency at and near the SARTC (Exhibit 1 -A). The two agreements were necessary given the differing time frames and particulars associated with these two areas of focus. On June 7, 2010, after a comprehensive public outreach effort for the Station District and Transit Zoning Code spearheaded by the developer in conjunction with the Agency /City, the City Council and Community Redevelopment Agency approved a number of actions in furtherance of the Station District affordable housing development, the subject of the first Predevelopment Agreement. In addition to approval of the Disposition and Development Agreement (DDA) with the developer, the Council /Agency took other actions, such as: approved the Transit Zoning Code (TZC); certified the Final Environmental Impact Report (FEIR) for the TZC and redevelopment project; authorized the initiation of efforts with the Santa Ana Unified School District (SAUSD) for the joint development of a community center at Garfield Elementary; and approved funds for the targeted Lacy residential loan program. The DDA itself also required the developer to incorporate child care, neighborhood retail and public art components into the project. Subsequently, on July 8, 2010, Friends of the Lacy Historic Neighborhood (FOL) filed a Petition for Writ of Mandamus against the City and Agency challenging the certification of the Final EIR, approval of the Transit Zoning Code, the Station District Project and the related purchase and demolition of certain structures in the Lacy Neighborhood. In April 2011, resolution was reached and a Settlement Agreement and associated amendment to the DDA were approved and executed. As part of the amended DDA and settlement, the Agency and developer agreed to certain modifications to the plan that resulted in changes to the number and location of rental versus for -sale units, as well as the retention and rehabilitation of certain existing structures versus new construction. This arduous legal process and resulting settlement along with the significant x:11 Exclusive Negotiating Agreement and Keyser Marston Amendment November 19, 2012 Page 3 changes that occurred as a result could not have been accomplished without the assistance of the developer, and their willingness to assume the new obligations, while working with the Agency to keep the project within the original budget. To date, all requirements of the DDA as amended and Settlement are being implemented pursuant to the terms of said agreements. Construction of the new and rehabilitated rental units is underway, with a lottery held this month (November) for the first of the units to come on line. Plans for the for -sale units are being finalized with construction expected to commence early in 2013. As called for the in agreement, the developer has incorporated the child care and retail spaces, which are under construction in the 74- rental unit podium building. Additionally, staff facilitated a connection with the County's Child Care Coordinator, whom the developer has been working with on space design as well as identifying a provider. The developer is also working with staff to commence the marketing and outreach for the retail space. An ad hoc public art committee was established by the Agency with broad representation from the community involved in the Station District outreach effort (Lacy Neighborhood President, business community representative from Waterline Technologies, SACReD /Kennedy Commission representative, Santa Ana Council of Arts and Culture President, CSUF Grand Central Arts Center representative, a Community Redevelopment & Housing Commissioner, and a Planning Commissioner). The developer worked diligently with this committee to set criteria, issue an RFP and select an artist to design a sculpture to be installed at the northwest corner of Lacy and Sixth Streets, near the retail space and across from Garfield Elementary. At the committee's request, the developer made it a requirement for the selected artist (Jules Rochielle) to involve the Garfield school children in the process. The second predevelopment agreement focuses on planning and development of the SARTC and larger Station District area. Since execution of this agreement, several planning efforts have been undertaken in this regard which the developer has participated in, such as: the Transit Zoning Code, SARTC master vision plan (which included a financial contribution by the developer), the fixed guideway, and Santa Ana Boulevard grade separation studies. Thus, what remains to be accomplished is a more comprehensive master plan focusing on the SARTC area. Additionally, despite certain delays in implementation of this agreement due to the FOL lawsuit and being hindered by the dissolution of redevelopment, implementation of this agreement has continued, and specifically from City aspect since redevelopment dissolution. Staff and the developer have been in on -going discussions with the County staff over the last two years working toward a Memorandum of Understanding and an Exclusive Negotiating Agreement, which would include the County, for the joint planning and development of our respective properties. Although County staff notes the SARTC to be a "legacy project ", they recently communicated a need to hold off on formalizing any partnership arrangements due to a focus on internal real estate priorities first, including developing a plan for the relocation of the Fruit Street Public Works operations located on the subject County property. However, a City /County working team will continue to discuss and explore options for a joint planning and development effort. Given that certain aspects of the original Predevelopment Agreement have changed since its execution, it is recommended that it be fully revised and restated as an "Exclusive Negotiating �;117Ma Exclusive Negotiating Agreement and Keyser Marston Amendment November 19, 2012 Page 4 Agreement ". Updates are being recommended due to the dissolution of redevelopment, and with respect to such items as planning efforts completed or underway, status of County involvement, and property ownership (former Agency parcel now owned by the Housing Authority), with the developer still responsible for funding the SARTC area master planning effort, at a minimum level of $35,000 in third party costs for the City properties and an additional $65,000 for the larger site, should that transpire. Additionally, the developer has agreed to the removal of a liquidated damages clause that was in the original agreement, which could have resulted in the City being responsible for reimbursement for those third party costs in an amount up to $100,000. The Agreement calls for completion of the Master Plan within 18 months, however, a six -month extension may be granted by mutual agreement if substantial progress is being made on the Master Plan and more time is needed to complete it. Additionally, if the County Parcels are ultimately incorporated, up to two additional six -month extensions can be granted in the same manner. The approval to extend is also conditioned upon Developer providing the City and Authority with an updated schedule, which is subject to the approval of the City Manager and Executive Director of the Authority. Additionally, upon completion and approval of the Master Plan by the governing bodies of the City and Authority, the parties would have a year (or greater if mutually agreed upon) to negotiate towards agreement(s) for disposition and /or development. It is recommended that Keyser Marston Associates (KMA) be hired to provide the necessary financial consulting services on an as- needed basis to assist in creating a financial and operational framework under which the City will pursue the development of the City Site, and potentially a larger site in conjunction with the County property. KMA, which has the requisite specialized skills and expertise, will be evaluating the master plan proposals and assisting the City in defining and analyzing the public revenues sources that may be generated by the proposed development, while balancing the City's goal to maximize the return on public investment with the City's transit goals and objectives. The City recently entered into an agreement with KMA dated October 1, 2012 in an amount not to exceed $25,000 with regard to two City -owned properties in the Downtown /Civic Center area, therefore an amendment to that agreement is now being recommended. With the Fixed Guideway project, which interconnects with the SARTC site, primed for funding, it is an opportune time for a more comprehensive master planning and development effort to proceed per the new agreement, including an analysis of the market and financial feasibility of development options. Once the County is in a position to be involved on a more formal basis, its property can be incorporated as applicable. ENVIRONMENTAL COMPLIANCE Developer negotiations and preparation of a conceptual master plan do not constitute a project under CEQA guidelines. Additionally, the above - described action of the City Council was evaluated under the California Environmental Quality Act (CEQA) as part of Environmental Impact Report (EIR) No. 2006 -02, adopted by the City Council on June 7, 2010. X961 j 7 Exclusive Negotiating Agreement and Keyser Marston Amendment November 19, 2012 Page 5 FISCAL IMPACT Funds are available in the Community Activities Non - Departmental Contract Services account (no. 01105810- 62300). `'}'lam) H Nancy T. Edgards Interim Executive Director Community Development Agency NTE /SG /kg APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit: 1. Agreement (Exclusive Negotiating Agreement) 2. Amendment (Keyser Marston Associates) x:1111 w �L;llyx,Mo, DRAFT November 14, 2012 EXCLUSIVE NEGOTIATING AGREEMENT This Exclusive Negotiating Agreement ( "Agreement ") is entered into as of , 2012 by and among the City of Santa Ana, a charter city and municipal corporation (the "City "), the Housing Authority of the City of Santa Ana, a public body, corporate and politic (the "Authority ") and Santa Ana Station District, LLC, a California limited liability company (the "Developer ") on the terms and provisions set forth below and with reference to the following. RECITALS A. The former Community Redevelopment Agency of the City of Santa Ana ( "Agency "), the City and the Developer previously entered into the "Predevelopment Agreement — District Master Development Plan" (the "Predevelopment Agreement ") dated December 9, 2009, after conducting an extensive Request for Proposals process. Developer was awarded the Predevelopment Agreement to assist in strategic planning and development with respect to approximately 94 acres known as the "Station District ", which included City and Agency owned properties. The Predevelopment Agreement is superseded by the execution of this Exclusive Negotiating Agreement. B. The Agency and City were studying development and master planning of the "Station District" in conjunction with other studies being undertaken for new transportation projects in and around the City -owned Santa Ana Regional Transportation Center ( "SARTC "). The Authority now owns one parcel within the Station District located at 1126 -1146 E. Washington Ave. (APN #398 - 092 -14) ( "Housing Authority Parcel'), which was previously owned by the Agency and subject to the terms of the Predevelopment Agreement. The Housing Authority Parcel is hereby reaffirmed as being included under the terms of this Exclusive Negotiating Agreement. The Station District including the SARTC and Housing Authority Parcel are depicted in Exhibit A hereto which is incorporated herein by this reference. C. Additionally, the County of Orange owns adjacent property within the Station District depicted on Exhibit A ( "County Parcels ") that has been the subject of discussions between the City and County with respect to joint planning and development opportunities. It is anticipated that a Joint Powers Agreement, Cooperative Agreement, or Memorandum of Understanding will be negotiated with the County for development of the City and County Parcels, and Developer agrees to fully cooperate with that potential negotiation process and agreement. Developer will ultimately be responsible for incorporating the County Parcels into the Master Plan if directed to do so by the City. The County is not a party to this Agreement and there is currently no contract or commitment from the County at this time to sell or develop its properties. EXHIBIT 1 �96117M DRAFT November 14, 2012 D. This Exclusive Negotiating Agreement sets forth the commitment of the City, Authority and Developer to continue to proceed with this planning and development effort specifically as it relates to certain properties within the Station District as shown on Exhibit A (referred to collectively as "City Parcels "), subject to contractual obligations and lease agreements at the SARTC Depot building, which can be entered into, extended or terminated at the sole discretion of the City. The City Parcels are sometimes referred to herein as the "Proposed Development Site" as shown on Exhibit A., which may ultimately be amended to include the County Parcels. E. The Developer, after being selected in 2009 through a competitive process by the City /Agency, has continued to participate in strategic planning for the Station District, including an initial master plan, a visioning document ( "Initial Master Plan ") for the SARTC, and for this reason, the parties continue to partner with the Developer for the preparation of a plan and to negotiate the potential disposition and /or development of the Proposed Development Site. F. Santa Ana Station District, LLC, is comprised of The Related Companies of California, LLC, and Griffin Realty Corporation, each a "Member" of Developer. G. Any disposition or sale of the City Parcels shall be performed in compliance with applicable local and State laws. Any public works project with respect to the Proposed Development Site will be performed in compliance with all applicable regulations and the requirements of any funding sources including, but not limited to, Federal, State, and local funds. NOW, THEREFORE, the City, Authority and the Developer hereby agree as follows: 1. City and Authority Planning Process. The City and Authority are undertaking a strategic transportation and land use planning process for the Proposed Development Site. The City has obtained funds and is proceeding with the planning for the proposed "Go Local" transportation project as approved by City Council ( "Go Local Project "), the proposed Santa Ana Boulevard Grade Separation project under study ( "Santa Ana Boulevard Grade Separation Project "); and has received funds for and completed the Initial Master Plan for SARTC, prepared by the consultant IBI, as approved by the City Council, which the Developer has participated in and has contributed financially to this effort. The City also funded the preparation of, and adopted the Transit Zoning Code encompassing, among other things, the Proposed Development Site. The City and Authority now wish to jointly plan the Proposed Development Site consistent with the City's and Agency's prior planning efforts. 2. Role of Developer. The Developer agrees to: EXHIBIT 1 2 �96117xee7 W.: 1 November 14, 2012 A. Conduct design and financial feasibility studies in conjunction with City and Authority to determine viable options for the development and enhancement of the Proposed Development Site, and as may be amended to include County Parcels, and potentially adjoining properties that may be impacted by the proposed Grade Separation in the context of the transportation plans to be developed. B. Organize and initiate all necessary community outreach effort as may be deemed appropriate by the parties, with input and support from City and Authority staff. C. Prepare a Master Plan, that builds upon the Initial Master Plan, and complies with the standards found within the Transit Zoning Code (SD 84). Said Master Plan shall include: a detailed project description including potential uses, approximate building square footages, parking, open space, and project amenities; and a conceptual site plan and at least two conceptual renderings. It is understood that the conceptual plan and conceptual renderings will not constitute a final project design and rather are being provided for illustrative purposes. The details of any final project design may be further refined through any subsequent process and subject to City standards and procedures. The Master Plan will be developed in furtherance of the following objectives: i. Enhance the Proposed Development Site by seeking to create a true sense of place and by providing a connection between the downtown and the growing transit corridor. ii. Create a sustainable mixed -use project that may include new transportation facilities (potentially City- owned), transit - related headquarters /offices, and depending upon the feasibility, adaptive reuse of the existing train station ( "Depot "), residential components, ancillary retail /service commercial uses, additional office components, a child care component, public uses, and supportive parking so as to maximize transit and economic development opportunities on, and the value of, the Proposed Development Site, for the region as a whole. The Master Plan should also consider inclusion of the Fixed Guideway System and grade separation components, whose ultimate ownership and development may be retained by the City as public works projects. iii. Identify needed infrastructure. iv. Link neighborhoods and businesses with public transit. v. Enhance public spaces and streets. vi. Establish a viable implementation strategy, including a phasing schedule. EXHIBIT 1 3 DRAFT November 14, 2012 D. Cooperate with the City and Authority in the pursuit of grants and other funding opportunities. 3. Exclusive Negotiations During the term of this Agreement, the City and Authority agree that neither shall negotiate with any person or entity, exclusive of any other public entity, other than the Developer, regarding potential disposition and development of the Proposed Development Site. 4. Term The term of the Agreement shall be for a period of eighteen (18) months from the Effective Date of this Agreement (the "Initial Term "). During the Initial Term, the parties shall cooperate in the master planning process with the intent of producing a mutually agreeable and approved Master Plan, pursuant to the "Schedule" evidencing a timeline and milestones for work product attached hereto and incorporated herein as Exhibit B. Said Schedule is subject to change by mutual written agreement of the parties. If substantial progress is being made on the Master Plan and more time is needed to complete the Master Plan, by mutual agreement, this Initial Term may be extended for six months by the City Manager and Executive Director of the Housing Authority. If the City makes a decision to incorporate the County Parcels into the Master Plan during the Initial Term or optional six month extension if granted, up to two additional six -month extensions can be granted in the same manner. Said approval to extend is conditioned upon Developer providing the City and Authority with an updated Schedule, which shall also be subject to the approval of the City Manager and Executive Director of the Authority, which approval will not be unreasonably withheld. 5. Extended Term - Master Plan Approval If, at or before the end of the Initial term or any extensions granted pursuant to Section 4 above, the City, Authority and Developer complete the Master Plan which is approved by the governing bodies of the City and Authority, the term of this Agreement shall be extended for one (1) year or a greater period mutually agreeable to the parties (the "Extended Term "), during which time the parties will negotiate towards agreement(s) for disposition and /or development of the Proposed Development Site not otherwise retained by the City and Authority, as applicable, in accordance with the terms hereof, and /or unpermitted due to funding sources. 6. Environmental Requirements Prior to entering into any final agreement(s) with the Developer, the City and Authority must approve any and all NEPA and /or CEQA documents that may be applicable to any development and that nothing in this Agreement in any way constitutes nor shall it be interpreted to be a contractual obligation committing the City EXHIBIT 1 4 DRAFT November 14, 2012 and Authority to undertake the disposition and /or development of the Proposed Development Site. 7. Master Plan Costs Developer shall be responsible for all costs associated with development of the Master Plan. Developer agrees to expend a minimum amount of Thirty Five Thousand Dollars ($35,000) in "Third Party Costs" for the Master Plan services performed hereunder for the City Parcels, and an additional minimum amount of Sixty Five Thousand ($65,000) in "Third Party Costs" for the Master Plan services performed hereunder for the County Parcels, for a total minimum of One Hundred Thousand Dollars ($100,000.00) in "Third Party Costs" for the Master Plan ( "Total Amount ") if the County Parcels are incorporated. Third Party Costs shall mean those amounts actually paid or obligations incurred for work actually done by those consultants, contractors and advisors of the Developer. 8. Ownership of Materials, Supplies, Drawings, Specifications, Programs or Systems Any and all records, papers, drawings, specifications, programs, systems and other materials prepared by Developer or its agents pursuant to this Agreement shall, without further consideration, be the property of the City or Authority as applicable to the City Parcels or Authority Parcel. Said work product shall be submitted in hard copy and produced in a form compatible with the City's computer system, as agreed between the City's Project Manager and Developer. Developer agrees to provide City and Authority with any such materials whenever requested to do so. 9. No Development Commitment Made By the Parties A. By its execution of this Agreement, the City, Authority, and Developer are not committing themselves to or agreeing to undertake: (a) financing or disposition and /or acquisition and development of Proposed Development Site; or (b) any other acts or activities requiring the subsequent independent exercise of discretion by the City and /or Authority or any agency or department of either, and /or Developer, and the City and Authority, and Developer have no reasonable expectation that such commitments will be made in the future. EXHIBIT 1 fi_ It 7� November 14, 2012 B. This Agreement does not constitute a disposition of property by the City and /or Authority and does not require a public hearing. Execution of this Agreement by the City and Authority is merely an agreement to enter into a period of negotiations according to the terms hereof, reserving final discretion and approval by the City and Authority as to any disposition and development of the Proposed Development Site and all permits, approvals, decisions and /or proceedings in connection therewith. 10. Non - Assignability /No Removals or Substitutions The qualifications and identity of the Developer is a critical element of the City's and Authority's willingness to enter into this Exclusive Negotiating Agreement. Therefore any attempted partial or full assignment, or the removal of any Member of Developer without the prior approval of the City and Authority which may be granted or withheld in the sole and absolute discretion of the City Manager and Executive Director of the Housing Authority, or their designee, shall be a material breach by the Developer entitling the City and /or Authority to terminate this Agreement. Further, within thirty (30) days of execution of this Agreement, Developer shall submit its list of Third Party consultants for review and approval by the City Manager and Executive Director of the Housing Authority, or their designees, and such approval shall not be unreasonably withheld. Developer reserves the right to modify the list from time to time, subject to the aforementioned approval process. 11. Default. (a) Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. If the Party who is claimed to be in default by the other Party cures, corrects or remedies the alleged default within thirty (30) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. (b) If the nature of the alleged default is such that it cannot reasonably be expected to be cured within a thirty (30) day cure period as provided above, the Party shall not be in default if such Party promptly commences to cure the alleged default, diligently pursues the completion of such cure, and completes the cure as soon as practicable thereafter. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default. (c) If a default of either Party remains uncured for more than thirty (30) calendar days following receipt of written notice of such default, a "breach" of this EXHIBIT 1 0 FAI 7• November 14, 2012 Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. (d) No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the City, Authority or Developer, unless made in writing and executed by all parties. 12. Non - Discrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 13. Miscellaneous A. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. B. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, with venue in Orange County. C. Each of the undersigned represents and warrants that by its signature hereinbelow each such signatory has the power, authority and right to execute this Agreement. D. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. EXHIBIT 1 VA DRAFT November 14, 2012 IN WITNESS WHEREOF, the parties hereto have executed this Exclusive Negotiating Agreement as of the date set forth hereinabove. ATTEST: THE CITY OF SANTA ANA Maria D. Huizar Paul Walters Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa E. Storck Assistant City Attorney ATTEST: Maria D. Huizar Recording Secretary APPROVED AS TO FORM: Sonia R. Carvalho Housing Authority General Counsel By: Lisa E. Storck, Asst. Counsel HOUSING AUTHORITY OF THE CITY OF SANTA ANA Nancy T. Edwards Interim Executive Director EXHIBIT 1 ��� j November 14, 2012 DEVELOPER Santa Ana Station District, LLC, A California limited liability company The Related Companies of California, LLC A California limited liability company, its member By: William A. Witte, President Griffin Realty Corporation, A California Corporation, its member By: Roger N. Torriero, President EXHIBIT 1 0 � i k�.., q 1� RD ` r i ( u ! � 1 aQ w, I .i8a I I w IL x r 1� t iii F ti 2 r Exhibit A �;��1_dI EXHIBIT B SCHEDULE OF PERFORMANCE/MILESTONES FUNCTION Due Diligence /Site Information City to provide all site investigations, surveys and key property information conducted and assembled to date to Developer Developer Review of Due Diligence Documents Provided by City Development of Master Plan Developer's Selection of Planner /Architect ( "Third Parties ") Developer and Developer's Third Parties Review Transit Zoning Code & Meet with City staff to establish parameters Developer conducts Market Research /preliminary financial feasibility for potential uses & conducts additional studies as deemed necessary Developer submits Preliminary Master Plan City review & comment to Preliminary Master Plan Developer submits Final Master Plan for City review & comment City review & comment to Final Master Plan Developer submits any necessary revisions to Master Plan �:111_d_VA DRAFT November 8, 2012 TIME OF PERFORMANCE Within 30 days of Effective Date Within 45 days of receipt from City 30 days following Effective Date 30 days following final Third Party selections and approval by the City 120 days following Effective Date 180 days following final Planner /Architect Selection 60 days following Developer submission of Preliminary Master Plan 120 days following completion of City review & comment to Preliminary Master Plan 45 days following Developer submission of Final Master Plan 45 days following completion of City review & comment to Final Master Presentation of Master Plan to City Council /Housing Authority for consideration of approval DDA negotiations formally commence DRAFT November 8, 2012 Plan Within 60 days following Developer's submission of any necessary revisions to Final Master Plan. Upon approval by the City Council /Housing Authority of the Final Master Plan Non - substantive modifications to this Schedule of Performance may be made at any time by mutual agreement of the Developer, the Executive Director of the Community Development Agency, and the Executive Director of the Housing Authority, subject to the time frames specified in the Agreement. Per Sections 4 and 5 of this Agreement, the term of this Agreement may be extended. In that event, the Developer, Executive Director of the Community Development Agency and the Executive Director of the Housing Authority shall mutually agree to a revision(s) of this Schedule of Performance to reflect the extension(s). A 61 AMENDMENT TO CONSULTANT AGREEMENT THIS AMENDMENT TO CONSULTANT AGREEMENT, is made and entered into this l 91h day of November, 2012, by and between Keyser Marston Associates (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation (hereinafter "City "). RECITALS A. The City of Santa Ana ( "City ") entered into a Consultant Agreement with Consultant dated October 1, 2012 (Agreement 4N -2012- referred to as "said Agreement "), to retain a professional firm having special skill and knowledge in the field of financial consultation and development with regard to two specific City -owned properties. B. The parties desire to amend said Agreement to expand the Scope of Work, add to the Compensation and extend the Term thereof. 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. Section 1 of the Agreement, "Scope of Work ", shall be amended to expand the Scope of Services to include as- needed services related to the proposed development of property owned by the City and Housing Authority, and potentially other properties in the vicinity of the Santa Ana Regional Transportation Center, as set forth in the Proposal dated October 31, 2012, attached hereto and incorporated herein as Exhibit A. These services include, but are not limited to: providing assistance to the City in evaluating the Master Plan proposals as they are created, assisting to define and analyze the public revenue sources that may be generated by the proposed development, balancing the City's goal to maximize the return on public investment with the City's transit goals and objectives, and analyzing the market and financial feasibility of the development proposals that are submitted for the proposed development site. 2. Section 3 of the Agreement, "Compensation ", shall be amended to increase the Compensation with an additional Twenty Five Thousand Dollars ($25,000) for a total not to exceed amount of Fifty Thousand Dollars ($50,000) for professional services rendered to the City. When specific tasks are identified by the City, Consultant shall provide a fee estimate for City authorization prior to commencement of work. The hourly billing rate schedule for services rendered hereunder are as follows: Managing Principals $280, Senior Principals $270, Senior Associates $187.50, and Administrative Staff $80. 3. Section 4 of the Agreement, "Term ", shall be amended to extend the term through December 31, 2015 in order to perform the services as amended and expanded. The term of said Agreement may be extended upon a writing executed by the City Manager, the Consultant and the City Attorney. 4. All other terms and conditions included in said Agreement shall have the same force and effect. EXHIBIT 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney oily CITY OF SANTA ANA Paul Walters City Manager CONSULTANT Keyser Marston Associates, Inc. By: Title Kathleen Head Managing Principal RI \I F.il: \II RI'I)rvl I0I'M[ N I A11011)ARIi HuIliIN❑ ECONOMIC DI'. VI tol'n11 N I A. II RKY KI.YirR IIMoI71YC. KIELY KAI1 EARI1 FINK DIPPII h1. KI IL^1 RI 11) T. KAWAIIARA DAVID Doi /I MA [es ANGt I , K.4111I.I -I N 1 1. I I1AD IAMI i A. RAPI Gikwom D. Soo Hoo K1.V9N E. EN(;,woU IIII.(I L. Rt ,ml 1' l"N% D I I t..:., GI.RAID M. TRIMPI.t P.A01- C. MARRA G�j KEYSER MARSTON ASSOCIATES ADVISORS IN PUBLIC /PRIVATE REAL ESTATE DEVELOPMENT October 31, 2012 Sandi Gottlieb Project Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Dear Sandi: EXHIBIT A (SCOPE) Keyser Marston Associates, Inc. (KMA) is pleased to submit the following proposal to provide selective financial consulting services to the City of Santa Ana (City). Specifically, KMA is proposing to provide as- needed services related to the proposed development of approximately nine acres of property, owned by the City and the Housing Authority of the City of Santa Ana (collectively referred to as the "City Site "), in the vicinity of the Santa Ana Regional Transportation Center (SARTC). At a future date, the County of Orange (County) may agree to combine 11.5 acres of County owned land (County Site) with the City Site to create a consolidated development site. The following proposal is organized as follows: KMA's understanding of the assignment is described. 2. A summary of KMA relevant qualifications is provided. 3. The scope of services being proposed by KMA is identified. 4. Timing and budget estimates for the proposed scope of services is provided. BACKGROUND STATEMENT Over the past several years, the City has undertaken transportation planning and master planning studies for the 94 -acre Station District, which includes the City Site, including the SARTC. These studies provide conceptual visions for the mix of commercial development that could potentially be undertaken in the general area. 500 SOUTH GRAND AVENUE. SUITE 1480 > LOS ANGELES, CALIFORNIA 90071 > PFION E 213 622 8095 > FAX 213 622 5204 W W W. KEYS E RMARSTON.COM KMA Proposal 10- 31 -12; KMA:KHH 99900.900 Sandi Gottlieb October 31, 2012 City of Santa Ana Page 2 In 2009, after a competitive process, the former Santa Ana Community Redevelopment Agency entered into predevelopment agreements with Santa Ana Station District, LLC (Developer). The Developer is currently constructing an affordable housing project in the Station District. It is anticipated that the City and the Developer will enter into an "Exclusive Negotiating Agreement" related to the creation and implementation of a master plan for the development of the City Site. The Developer's role in the process is to assist in the development of such a plan for the City Site in coordination with other land use and transportation planning efforts in and around the SARTC. It should also be noted that at a later date the County may also enter into agreements with the City and the Developer related to the including the County Site in the master planning and development process. The City is requesting that KMA provide financial consulting services on an as- needed basis to assist in creating a financial and operational framework under which the City will pursue the development of the City Site, and potentially a larger site in conjunction with the County Site (Proposed Development Site) . These services include, but are not limited to: 1. Providing assistance to the City in evaluating the Master Plan proposals for the City Site /Proposed Development Site as they are being created; 2. Assisting the City in defining and analyzing the public revenues sources that may be generated by the proposed development; 3. Balancing the City's goal to maximize the return on public investment with the City's transit goals and objectives; and 4. Analyzing the market and financial feasibility of the development proposals that are ultimately submitted for the City Site /Proposed Development Site. STATEMENT OF QUALIFICATIONS Firm Identification KMA is a full service real estate, financial, and economic consulting firm. Founded in 1973, KMA is a privately held California corporation with three offices located in Los Angeles, San Diego and San Francisco. Our diverse staff includes approximately 33 members. KMA's unique strength is the depth, continuity and availability of our principals who average more than 25 years of practical experience working with our public sector and KMA Proposal 10- 31 -12; KMA:KHH 99900.900 Sandi Gottlieb October 31, 2012 City of Santa Ana Page 3 institutional clients. All work assignments are directly supervised by a principal, and it is the personal involvement of our principals that contribute to the firm's ongoing success. KMA's principals are frequent speakers to such industry groups as the Urban Land Institute, the International Council of Shopping Centers, the League of Cities, the California Redevelopment Association and similar organizations. KMA's advisory practice is well grounded in policies and practices pertaining to local governments. Our technical skills are based on a fundamental understanding of real estate markets, valuations, financing and investment parameters. The firm specializes in structuring public /private partnerships while designing effective development policies and strategies. KMA serves clients throughout the western United States, including nearly every major municipality in California, several joint - powers authorities and a mix of clients such as transit agencies, port authorities, base closure authorities, county and special districts, school districts, colleges and universities, hospitals, Indian tribes and other large property owners. KMA has cultivated specializations within the firm in order to provide the highest level of expertise across a broad range of services. KMA is able to draw on our internal expertise in all the major land uses with specific emphasis on economic analysis, market analysis, fiscal impact analysis, public finance, public facilities financing plans, affordable housing, and nexus analyses. Depth of Experience KMA is known for its full range of real estate services that are provided to its public sector clients. One of KMA's strengths is the use of market demand analyses together with economic analyses to evaluate the financial feasibility of a wide range of projects. These analyses are typically utilized to assist clients in understanding the economics presented by private sector developers and then identifying and quantifying the amount and source of potential public investment in such projects. Descriptions of KMA's experience directly related to the proposed engagement follow: Real Estate Services Disposition Consultinq KMA's disposition services include assisting clients with the preparation of developer solicitation documentation, analysis of development proposals, developer selection, participation in negotiations, and analysis and advice regarding pending agreements. If requested, KMA takes an active role in the negotiation process, a role which has lead to literally hundreds of land disposition transactions. KMA Proposal 10- 31 -12; KMA:KHH 99900.900 Sandi Gottlieb City of Santa Ana October 31, 2012 Page 4 An engagement that is particularly pertinent to this proposed assignment is KMA's financial consulting services to the Grand Avenue joint - powers authority comprised of the Los Angeles Community Redevelopment Agency (CRA /LA) and the County of Los Angeles. The Grand Avenue project includes properties owned by County and the CRA /LA. KMA assisted in the developer solicitation and selection process, and participated in the negotiations for the implementation of this major mixed -use project. Market Feasibility Assessment KMA undertakes real estate feasibility studies to help clients identify the demand for a variety of land uses. These analyses represent an essential component in a client's strategic land planning process. Specifically, the Los Angeles office has prepared numerous commercial, industrial, retail and housing market opportunity assessments, and has assisted public agencies in the identification and implementation of mid- to long- term implementation strategies. Many of these analyses have been conducted in support of specific plan activities. Project Financial Evaluation KMA's expertise in pro forma analysis has been employed by clients to evaluate the financial feasibility of a wide range of projects. Financial feasibility analysis provides clients with a clear perspective on private sector development economics for proposed projects. This service is a key factor in identifying the need for, and extent of, public investment. Land uses within our expertise include a variety of transit - oriented regional and local uses, as well as hotels, office, retail, industrial, market rate and affordable residential, and entertainment- oriented sports and convention centers. KMA advises clients regarding financial structuring utilizing its expertise in the deployment of public revenue funding sources. These sources include Mello Roos financing, parking revenue bonds, Certificates of Participation, Section 108 loans, Brownfield Economic Development Initiative (BEDI) and other grants and loans, including the use of developer advances. Fiscal Analysis Fiscal Impact Analysis KMA has developed extensive experience in fiscal /economic impact analysis, specifically in the assessment of revenue and cost impacts to public entities as a result of proposed development or implementation plans. KMA's analyses evaluate both annual and capital public revenues and compare them with the service cost impacts. KMA Proposal 10- 31 -12; KMA:KHH 99900.900 Sandi Gottlieb October 31, 2012 City of Santa Ana Page 5 KMA has completed a number of assignments evaluating the financial consequences of public vs. private ownership of public facilities and other infrastructure improvements. Economic Benefits Analysis KMA's panoply of services includes assessment of site - specific public revenues that can also include evaluations of population, employment and income effects. KMA has provided site - specific revenue analyses for projects ranging from small infill developments to major catalytic mixed -use projects. Strategic Plans for Retail, Commercial and Industrial Uses KMA's economic development services include identifying the optimal mix of retail, commercial and industrial uses. KMA advised the City of Long Beach on the conversion of a 260 -acre manufacturing facility to modern commercial uses (Douglas Park), and worked with the City of Los Angeles to preserve and retain its industrial economic base. KMA's services have assisted public sector clients in formulating policies that maximize future public revenue potential while maintaining an appropriate land use balance. Business Incentive Programs KMA has evaluated various business retention mechanisms, including sales tax rebate, property tax rebate, utility tax discounts, and direct financial assistance. KMA also advises Business Improvement Districts (BIDs) on commercial revitalization programs through the design of positioning and repositioning strategies, through the identification of market potential and niche opportunities, and how to retain and attract specific tenants. We assist in negotiations with property owners, brokers, prospective retailers, and local officials, as well as assisting with the structuring of funding programs. PROPOSED SCOPE OF SERVICES At this point in the process, it is difficult to identify the precise mix of services that will ultimately be required to meet the City's needs. The mix of services that KMA can provide to assist the City in this process can be summarized as follows: 1. Assist the City in evaluating the Master Plan alternatives that are created; 2. Consult, assist and advise the City with respect to disposition strategies for the City Site /Potential Development Site, including market, financial and implementation issues; 3. Undertake financial testing of land use and development concepts, including estimated development costs, income and investment parameters; KMA Proposal 10- 31 -12; KMA:KHH 99900.900 Sandi Gottlieb October 31, 2012 City of Santa Ana Page 6 4. Structure options for land disposition business terms with the developer(s) selected to undertake the projects; 5. Advise on alternative financing options for a public private partnership, including funding of public improvements and private investments; 6. Provide technical support to the City's legal counsel in drafting the financial terms of the proposed transaction; 7. Assess the fiscal impact of the proposed projects on the City's General Fund; 8. Analyze the economic impact of the projects to the City; 9. Assist the City in creating an equitable transaction structure to guide the disposition of the City and County owned properties if the County chooses to participate in the process; 10. Participate in formal and informal discussions and public presentations; and 11. Assist as needed with other issues identified by the City. TIMING / BUDGET KMA proposes to undertake the proposed scope of services on an as- needed basis at the City's direction. It is our assumption that KMA will be asked to provide services at staggered intervals over time. Given that the scope of services that will ultimately be requested by the City cannot be clearly defined at this time, it is not possible to provide a fixed -fee quote for this engagement. For budgetary purposes, KMA proposes to set the total fee for services at a not -to- exceed amount of $25,000. When specific tasks are identified by the City, KMA will provide a fee estimate for City authorization prior to the commencement of work. If at any time KMA believes that the $25,000 budget cap could be exceeded, we will contact the City immediately for further direction. The hourly billing rate schedule that will apply to this engagement is presented below: Managing Principals $280.00 Senior Principals $270.00 Senior Associates $187.50 Administrative Staff $80.00 KMA Proposal 10- 31 -12; KMA:KHH 99900.900 8OA -26 Sandi Gottlieb City of Santa Ana October 31, 2012 Page 7 KMA appreciates the opportunity to present this proposal. If there are any modifications that will make the proposal more responsive to your needs, or if you require any additional information, please do not hesitate to call us. Sincerely, KEYSER MARSTON ASSOCIATES, INC. Kathleen Head KMA Proposal 10- 31 -12; KMA:KHH 99900.900 ROH (07/02/12) RESOLUTION NO. 2012 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA STATING ITS INTENTION TO DISESTABLISH THE DOWNTOWN SANTA ANA COMMUNITY MANAGEMENT DISTRICT, AND SETTING A TIME AND PLACE FOR PUBLIC HEARING THEREON. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On December 15, 2008, in compliance with Article XX of Chapter 13 of the Santa Ana Municipal Code (the "Law "), the City Council established the Downtown Santa Ana Community Management District (the "CMD ") by adopting Resolution No. 2008 -078. B. Section 13 -214 of the Law permits the dissolution of the CMD by resolution after the city council first adopts a resolution of intent to disestablish the CMD prior to the required public hearing. C. The City Clerk has received multiple petitions seeking the disestablishment of the CMD. D. On August 1, 2011, the City Council requested that staff begin proceedings to disestablish the CMD. On August 24, 2011, the City Council decided to continue this item for future consideration. On September 19, 2011, the City Council decided to continue this item to October 3, 2011. On October 3, 2011, the City Council decided to continue this item to October 17, 2011. On October 17, 2011, the City Council decided to continue this item to November 7, 2011. On November 7, 2011, the City Council decided to not take any further action toward disestablishment at that time. The matter came back before the City Council for further consideration on July 2, 2012. Section 2. Pursuant to Sections 13 -214 of the Law, the City Council hereby declares its intention to set a public hearing regarding the disestablishment of the CMD. This action is taken in response to the multiple petitions received by the City Clerk requesting the disestablishment of the CMD. Specifically, the City Clerk received fifty - six (56) signatures on petitions protesting against the existence of the CMD. In addition, this action is supported by the fact that there were multiple individuals in support of Resolution No. 2012 -XXX Page 1 of 3 alternative maps presented to the City Council proposing reduced boundaries to the current CMD. Further, although the City had the authority to vote for the establishment of the CMD as a property owner in the zone, there are questions regarding the overall support for the CMD from the remaining property owners during the vote if the City had not cast votes in support of the CMD. Section 3. NOTICE IS HEREBY GIVEN that the City Council shall conduct a public hearing on the disestablishment of the CMD on August 6, 2012, at 6:00 p.m., or as soon thereafter as the matter may be heard, in the City Council Chambers located at 22 Civic Center Plaza, Santa Ana, California 92702. At the hearing, the City Council will consider adopting a resolution disestablishing the CMD. The City Council will also hear all persons for or against disestablishment of the CMD. Section 4. If the CMD is disestablished, any remaining revenues, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, or from bond reserve or construction funds, shall be refunded to the owners of the property or businesses then located and operating within the CMD in which assessments were levied by applying the same method and basis that was used to calculate the assessments levied in the fiscal year in which the CMD is disestablished, in accordance with section 13 -214 of the Law. Section 5. The notice of the hearing on disestablishment required by section 13 -214 of the Law shall be given by mail to the property owner of each parcel or to the owner of each business subject to assessment in the district, as appropriate. The notice shall be mailed to the property and /or business owners at least thirty (30) days prior to the date of the public hearing. 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 2nd day of July, 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Resolution No. 2012 -XXX Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2012 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2012 -XXX Page 3 of 3 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY OF SANTA ANA REPEALING ARTICLE XX OF CHAPTER 13 OF THE SANTA ANA MUNICIPAL CODE RELATING TO COMMUNITY MANAGEMENT DISTRICTS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. Ordinance No. NS -2771 of the Santa Ana Municipal Code relating to the establishment of Community Management Districts is hereby repealed. Section 2. The adoption of this ordinance is exempt from CEQA and a Notice of Exemption will be filed if this ordinance is adopted. Section 3. Chapter 13 of the Santa Ana Municipal Code is hereby amended to delete Article XX in its entirety . ADOPTED this day of , 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: (name) City Attorney Ordinance No. NS-XXX AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXX Page 2 MEMORANDUM To: City Council From: Mayor Miguel A. Pulido Date: November 13, 2012 Subject: RESOLUTION IN SUPPORT OF THE VIETNAMESE COMMUNITY At my request, a Council agenda item (85) in support of the Vietnamese community will be placed on the November 19, 2012 City Council meeting agenda. Mayor Pro Tern Alvarez has also joined in sponsoring this item. The 85 item proposes that the City Council direct staff to prepare a resolution regarding official visits from the government of Vietnam to the City of Santa Ana. As you may know, after the fall of the Republic of South Vietnam in 1975, thousands of South Vietnamese refugees came to the United States with the assistance of U.S. Armed Forces to escape the tyranny of the communist regime of North Vietnam. Orange County was designated as one of several locations in the United States to serve as an entry point for South Vietnamese refugees. Santa Ana received the vast majority of these refugees and thus became the original birthplace of the Vietnamese community in Orange County. Today, Vietnamese residents constitute 7.1% of our City's population and continue to be an integral and thriving community in Santa Ana. The purpose of this resolution is to affirm our support for the Vietnamese community in Santa Ana who overwhelmingly reject the current dictatorial rule of the Vietnamese Communist Party, and to bring attention to the oppressive nature of the government of Vietnam. Additionally, the City of Westminster approved a resolution (attached) in 2004 which discourages delegations, trade groups, and officials affiliated with the government of Vietnam from visiting Westminster because of the risk to public safety these groups have brought to their City as a result of their oppressive regime. Since Santa Ana continues to be home to a significant Vietnamese population, joining Westminster in supporting a similar resolution is important to mitigate any potential public safety concerns that may arise as a result of visits by officials from the Republic of Vietnam to Santa Ana. I look forward to you supporting a resolution that will affirm our City's commitment to human rights and to the Vietnamese community by resolving that the Santa Ana City Council does not support or sanction high - profile visits by members and officials of the Vietnamese communist government. ;: 0gue u i o Attachment c: Councilmember -elect Valerie Amezcua Councilmember -elect Roman Reyna 85C -1 85C -2 RESOLUTION NO. 3835 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WESTMINSTER RELATING TO THE BURDENS PLACED UPON THE CITY BY REPRESENTATIVES AND OFFICIALS FROM THE SOCIALIST REPUBLIC OF VIETNAM TRAVELING IN OR THROUGH THE CITY OF WESTMINSTER WHEREAS, the City of Westminster was recently informed, with less than twenty-four (24) hours notice, of a pending visit to Orange County, including specifically the City of Westminster and its Little Saigon business district and Vietnam Veterans War Memorial, by representatives and /or officials of the Socialist Republic of Vietnam; WHEREAS, such a visit to the Little Saigon business district and the Vietnam Veterans War Memorial would be highly provocative to large segments of the population, Including veterans of the Vietnam War and Americans of Vietnamese descent, in the same manner that a visit to a Jewish Cemetery by a National Socialist war criminal would be provocative; WHEREAS, the City of Westminster was inundated by telephone calls from concerned citizens who opposed the visit, and the City of Westminster was faced with the prospect of tens of thousands of demonstrators lining the streets to protest the visit, with potential expenses to the taxpayers of tens of thousands of dollars for police overtime and reimbursement for support from neighboring law enforcement agencies; WHEREAS, the City of Westminster is home to the highest percentage of Vietnamese- American citizens and residents of any city in the United States; WHEREAS, the vast majority of American citizens and residents of Vietnamese descent residing in the United States, and particularly in Westminster, reject the current dictatorial rule of the Vietnamese Communist Party; WHEREAS, many citizens and residents of Vietnamese descent residing In Westminster risked their lives to escape from communist- occupied Vietnam following the fall of South Vietnam on April 30, 1975 and came to the United States in their search for freedom and democracy, WHEREAS, visits and proposed visits by representatives or officials of the Socialist Republic of Vietnam to large concentrations of Vietnamese- American citizens and residents, especially in the Little Saigon area of Westminster and neighboring Garden Grove, have previously met with angry protests and demonstrations; WHEREAS, in 1999, the Vietnamese- American population was outraged by a sympathizer of the Socialist Republic of Vietnam, who provoked the community by displaying a photograph of the deceased tyrant, Ho Chi Minh, and the flag of communist -oc cupled Vietnam; 3835 -1 85C -3 WHEREAS, that act of provocation resulted in fifty -three (53) continuous days of demonstrations, with more than fifteen thousand (15,000) persons demonstrating in the Little Saigon business district against the symbols of the Vietnamese communist regime; WHEREAS, the City of Westminster incurred expenses in excess of seven hundred fifty thousand dollars ($750,000.00) as a result, including not only the additional cost to the Westminster Police Department, but also the costs of support from neighboring law enforcement agencies which assisted in controlling the unprecedented demonstrations; WHEREAS, the demonstrations of 1999 in the Little Saigon business district, caused by the provocation by a sympathizer of the Socialist Republic of Vietnam, required the services of hundreds of law enforcement officers from multiple jurisdictions to maintain the peace and avoid further civil disturbance and unrest; WHEREAS, the anti - communist sentiments held by members of the Vietnamese - American community in Orange County, and particularly in Westminster, are as strong, if not stronger, than those held anywhere else in the world; WHEREAS, the risk to public safety and to the community, and also to representatives and officials of the Socialist Republic of Vietnam or their commercial or trade delegations, from stops, drive -bys or visits in or near the Little Saigon business district or the Westminster Vietnam Veterans War Memorial, particularly when Inadequate notice is provided, are enormous, creating a significant threat of civil disturbance and unrest; WHEREAS, from stops, drive -bys or visits in or near the Little Saigon business district or the Westminster Vietnam Veterans War Memorial, by representatives and officials of the Socialist Republic of Vietnam or their commercial or trade delegations, are certain to provoke, and appear to be intended to provoke, outrage and reaction by the Vietnamese - American community; WHEREAS, the City of Westminster has extremely limited financial and human resources to respond to large scale civil disturbance and unrest, which could be anticipated from such provocative acts, and this Is compounded by the current budget deficit in the State of California, which Impacts all counties and municipalities in the State, including Westminster; NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Westminster does hereby resolve, determine and find as follows: 1. The City Council does not condone, welcome or sanction stops, drive -bys or visits, by representatives and officials of the Socialist Republic of Vietnam or their commercial or trade delegations, within the physical boundaries of the City of Westminster, which includes the Little Saigon business district and the Westminster Vietnam Veterans War Memorial, as such provocation could result in a repeat of the mass demonstrations of 1999 and the unprecedented financial burden imposed upon the City of Westminster by same; 3835 -2 85C -4 2. The City Council hereby directs the city staff to write to the United States Department of State and request that the Department of State advise as to the nature, purpose and duration of visits, drive -bys or stops, by representatives and officials of the Socialist Republic of Vietnam or their commercial or trade delegations, at least ten (10) business days before such occurrence, due to the unique experience of the City of Westminster and Its desire not to repeat the mass demonstrations of 1999 and the unprecedented financial burden imposed upon the City of Westminster by same; 3. �� The City Council further directs city staff, at the earliest opportunity, to -report to the Mayor and to each Council Member, notice of any such visits, drive -bys or stops, by representatives and officials of the Socialist Republic of Vietnam or their commercial or trade delegations, once the request is received from a requesting agency or jurisdiction; 4. The City Council further directs city staff to take all further actions that city staff considers reasonable and necessary to avoid a repeat of the mass demonstrations of 1999 and the unprecedented financial burden Imposed upon the City of Westminster by same. 5. In the event of such activities as set forth hereinabove occurs within the City, all costs incurred by the City for the protection of the public welfare and safety shall be paid by the event organizers, or those who are the source of the City's costs. BE IT FURTHER RESOLVED, that this resolution shall expire on April 30, 2009. PASSED, APPROVED, AND ADOPTED this 19th day of May, 2004, by the following vote: AYES: COUNCILMEMBERS: RICE, QUACH, FRY, MARSH, PARIS NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ATTEST: w MARIAN T ERA ,CITY CLERK i 3835 -3 85C -5 STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) I, Marian Contreras, hereby certify that I am the duly appointed City Clerk of the City Council of the City of Westminster and that the foregoing resolution was duly adopted at the regular meeting of the City Council of the City of Westminster held on the 1 gth day of May, 2004. �i Mari ontrera , City CIeTc 1 I 3835 -4 .e e"