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HomeMy WebLinkAbout FULL PACKET_2013-05-20MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA MAY 6, 2013 CLOSED SESSION MEETING CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS - None COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:09 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor SAL TINAJERO, Mayor Pro Tern (5:27 p.m.) ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA (5:19 p.m.) VINCENT F. SARMIENTO COUNCILMEMBERS Absent: NONE STAFF Present: KEVIN O'ROURKE, Interim City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:09 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) • Martha Shirey v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ7274055; ADJ7274062 CITY COUNCIL MINUTES 1 MAY 6, 2013 1 0A-1 • Santa Ana Station District LLC, Santa Ana Station District Housing Partners LP, et. al v. Matosantos, Department of Finance, City of Santa Ana Successor Agency et. al. • City of Santa Ana, Successor Agency and Housing Authority vs. Ana J. Matosantos, Director of Department of Finance, State Board of Equalization, et al; Superior Court, Sacramento, Case Number 34- 2013-800001477 • Hilda Cuenca, Claudia Castaneda, Enima Hernandez, and Evangelina Avalos, on behalf of themselves and others similarly situated v. State of California Department of Finance; Ana J. Matasantos, in her official capacity as Director of the State of California Department of Finance; County of Sacramento Superior Court Case No. 34-2013-20001427 • Edwin Melendez v. City of Santa Ana, Orange County Superior Court Case No. 30-2012-00554467. • Karyl Frost v. City of Santa Ana, Orange County Superior Court Case No. 30-2012-00564920. • Roberta Rogers v. City of Santa Ana, Orange County Superior Court Case No. 30-2013-00623568. 1 B CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6 Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Officers Association (POA) and Service Employees' International Union (SEIU) Full-Time Employees 1C PUBLIC EMPLOYEE - APPOINTMENT AND PERFORMANCE EVALUATION pursuant to Government Code Section 54957(b)(1) Title: City Manager ADJOURNED THE CLOSED SESSION MEETING AT 6:20 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 MAY 6, 2013 1 0A-2 REGULAR OPEN SESSION CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:21 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor SAL TINAJERO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA VINCENT F. SARMIENTO COUNCILMEMBERS Absent: None STAFF Present: KEVIN O'ROURKE, Interim City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO GARY TUCKER, Police Chaplain EMPLOYEE SERVICE AWARD presented by MAYOR PULIDO to: 20 YEARS OF SERVICE Laura V. Canales, Correctional Supervisor, Police Department CERTIFICATE OF RECOGNITION presented by MAYOR PULIDO to Terry Dwyer, President of Segerstrom Center for the Arts, for partnering with the City to promote the arts to students through their various educational programs. CERTIFICATES OF RECOGNITION presented by MAYOR PULIDO to Mater Dei High School Basketball Team and Coaches; ten time California State High School Basketball Champions and the most recognized basketball team in Orange County and the State. CITY COUNCIL MINUTES 3 1 0A-3 MAY 6, 2013 Team members: Pierre Aguirre Elijah Brown MJ Cage Billy Fay Sam Ghods Matthew Seatter Mario Soto Bailey Stout Jordan Strawberry Andrew Tisdale Victor Ujkic Brandon Wiehe CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER REYNA to Santa Ana Unified School District Superintendent Thelma Melendez de Santa Ana, Ph.D, for leading the school district in the implementation of Common Core Standards. Ben Humphreys Jayce Johnson Stanley Johnson Jamie Kobayashi Troy Kramer Head Coach: Gary McKnight Assistant Head Coach: Jason Quinn Assistant Coaches: Bob Serven Clay McKnight Sean Stevenson. James McGee Chris Nealey Charlie Noebel La'vette Parker Jacob Scherer CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM TINAJERO AND COUNCILMEMBER AMEZCUA the Saddleback High School Varsity Soccer Team for winning the 2013 CIF-SS Division 5 Championship Team members: Jimmy Aviles Daniel Barrientos Victor Bucio Juan Canales Brady Carbajal Gary Carbajal Raul De La Torre Alonso De La Torre Edward Diaz Eddie Flores Bryan Galindo Eder Gonzalez Mario Guerrero Deriam Lopez David Magdaleno Abraham Martinez Luis Mejia Eduardo Pasallo Mario Ramirez Oscar Sandoval Jose Valdez Daniel Vasquez Ivan Zamora Coach Mel Silva Assistant Coaches Eric Zuniga Leopoldo Orozco Oscar Zuniga Carlos Amezcua CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM TINAJERO AND COUNCILMEMBER SARMIENTO to Roman Beltran and Agustin Gonzalez in recognition of their time volunteering in such events as Day of the Dead and Harvey Milk Day. PROCLAMATIONS presented by COUNCILMEMBER MARTINEZ to Darrell Johnson, Orange County Transportation CEO and Rye Baerg, Southern California Regional CITY COUNCIL MINUTES 4 1 0A-4 MAY 6, 2013 Policy Manager for the Safe Routes to School National Partnership in recognition of National Bike to Work Week and National Bike to School Day. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER AMEZCUA to Jill Calhoun, facilities manager of Da Vita, Inc. and Lee Kane, Program Manager for non-profit organization - Shoes that Fit - for collaborating to donate brand new shoes to every student at Carver and Lincoln Elementary schools. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER AMEZCUA to Professor Martin Morachimo for bringing Gracie Barra Brazilian Jiu Jitzu to Santa Ana. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBERS MARTINEZ AND SARMIENTO to Aaron Kushner and Eric Spitz, the new owners of the Orange County Register. CLOSED SESSION REPORT - See report under Agenda Item 19A. PUBLIC COMMENT • Mario Gonzalez, representing Pepe Towing, spoke in opposition to the City's recent police towing rotational request for proposal process and contract award. • Christina Larsen, media coordinator for Occupy OC, supports immigrant rights and reform. • Lisandro Orozco, urged City Council to allow cell tower funds to be used at Madison Park for improvements; funds will enhance safety. o Councilmember Sarmiento asked City Manager to include issue at upcoming budget workshops; noted that City Council will take action (Agenda Item 23B) at tonight's meeting to award a contract for construction of Community Garden Center and Basketball Court. • Jeannie Gillett, spoke in support of preserving Sexlinger property as historic property; requested moratorium on demolition of all historic properties listed on the Santa Ana Historic Registry be agendized for consideration at next City Council meeting. • Steve Ray, representative of Old Orchard Conservancy, spoke in support of preserving Sexlinger property even if designated as historic property; opined that Environmental Impact Report (EIR) not adequate - no reasonable or historical alternatives; opined that soil at site constitutes a natural resource. • S. Keith De Wine, spoke in support of Artist Village; noted that some artists, including self, displaced by owner of Santora Building and requested assistance. o Councilmember Martinez expressed support for arts and will meet with resident. • Joese Hernandez, spoke on various matters including recent underground water contamination and need for City to include capital improvements funds in budget. CITY COUNCIL MINUTES 5 MAY 6, 2013 1 0A-5 • Lara Montagne, representing The Grain Project, spoke in support of preserving the Sexlinger property, and appreciates presentations for Harvey Milk Day and Bike to School/Work Week. • Madeline Spencer, spoke on need for aggressive outreach on the Strategic Plan. • Claudia Ramirez, concerned with general fund expenses for Police/Fire services that account for more than 60% of overall budget. • Adrian Munoz, member of SACReD, requested responses posed at previous City Council meeting regarding Jail expenses. • Tixoc Ventura, member of SACReD, commented on length of presentations prior to Public Comments; had submitted petition to the City requesting additional budget meetings. • Juan Carlos Macedo, requested budget presentation materials in Spanish; suggested additional youth and social program funds be included in City budget. • Clark Casler, spoke in support of public engagement. • Natali Rodriguez, opposed to Police Department's implicit collaboration with Immigration and Customs Enforcement (ICE) to detain illegal immigrants. • Marilyn Montano, disagree with immigration raids. • Scott Sink, opposed to criminalization of immigrants. • Lauren, urged City Council to agendize the termination of contract with ICE (on use City Jail to house illegal immigrants). • Carlos Castaneda, opined that criminalization of undocumented immigrants is a violation of basic human rights. • Carlos P., opined that human trafficking and human rights violated in the City. • Villamar, recounted family experience with ICE; urged the City Council to terminate contract. • Theresa Dang, representative of OC May Day Coalition, disconcerted with handling of request to agendize termination of ICE contract; opined that over 70% of detainees in the Santa Ana Jail do not have criminal record. • Theo Hirsh, commented on need to increase funding for additional libraries; requested item to terminate contract with ICE be agendized. • Alexis Teodoro, cited statistics of undocumented immigrants in the City; not obligated to detain residents with no criminal record. • Hairo Cortes, urged City Council to cancel contract with ICE. • Hector Rivera, requested City Council agendize consideration of contract with ICE on next agenda. • Gema Salas, opined that gentrification exist with high rent cost; asked that City Council terminate contract with ICE. • Ruth Hull, opined that discrimination of elderly and people with disabilities continues to exist; City to process notice of violations within reasonable timeframe; shortage of designated handicap parking throughout the City. • Paul Guzman, commended City for outreach efforts taken in recent months. • America Najera, Santa Ana designated as a Sanctuary City, nevertheless deportations continue; opposed to City's contract with ICE. • Sara, urged City Council to move Public Comments before Presentations. • Naui Huitzilopochtli, opined that Police need to focus on detaining criminals; stop raids. • Abel Ruiz, opposed to contract with ICE. CITY COUNCIL MINUTES 6 MAY 6, 2013 1 0A-6 o Mayor Pro Tern Tinajero noted City's efforts and support on such issues as The Dream Act, changing the City's policy on impound of vehicles by unlicensed drivers, and broad immigrant rights issues. CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 29A with the following modifications: • Councilmember Sarmiento pulled Agenda Item 25A for separate discussion. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Benavides Amezcua, Benavides, Sarmiento, Tinajero (7) Martinez, Reyna, Pulido, None (0) None (0) None (0) Items removed for separate action or modified are highlighted. Separate actions show the actual vote. Items without votes are adopted as part of the consent motion. ADMINISTRATIVE MATTERS MINUTES 10A MINUTES FROM THE SPECIAL MEETING OF APRIL 8, 2013 - Clerk of the Council Office MOTION: Approve Minutes. 10B MINUTES FROM THE REGULAR AND SPECIAL MEETING OF APRIL 15, 2013 - Clerk of the Council Office MOTION: Approve Minutes. 10C MINUTES FROM THE SPECIAL MEETING OF APRIL 16, 2013 - Clerk of the Council Office MOTION: Approve Minutes. CITY COUNCIL MINUTES 7 MAY 6, 2013 1 0A-7 10D MINUTES FROM THE SPECIAL MEETING OF APRIL 29, 2013 - Clerk of the Council Office MOTION: Approve Minutes. BOARDS / COMMISSIONS / COMMITTEES 13A BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT - OCTOBER 2012 THROUGH MARCH 2013 - Clerk of the Council Office MOTION: Receive and file. MISCELLANEOUS ADMINISTRATION 19A CLOSED SESSION REPORT - City Attorney's Office MOTION: Approve settlement agreements, as follow: • AGMT NO. 2013-058 - Martha Shirey v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ7274055; ADJ7274062; Settlement Agreement in the amount of $26,648.37 and lifetime future medical care. • AGMT NO. 2013-059 - Edwin Melendez v. City of Santa Ana, Orange County Superior Court Case No. 30-2012-00554467; Settlement Agreement in the amount of $13,000. • AGMT NO. 2013-060 - Karyl Frost v. City of Santa Ana, Orange County Superior Court Case No. 30-2012-00564920; Settlement Agreement in the amount of $37,500. • AGMT NO. 2013-061 - Roberta Rogers v. City of Santa Ana, Orange County Superior Court Case No. 30-2013-00623568; Settlement Agreement in the amount of $12,500. 19B EXCUSED ABSENCES - None 19C QUARTERLY REPORT OF INVESTMENTS AS OF MARCH 31, 2013 - Finance & Management Services MOTION: Receive and file. CITY COUNCIL MINUTES 8 MAY 6, 2013 1 0A-8 19D QUARTERLY REPORT OF CONTRACTS ENTERED INTO BY THE CITY MANAGER - Finance & Management Services MOTION: Receive and file the Quarterly Report of Contracts entered into between January 1, 2013 to March 31, 2013 valued at $25,000 and less. 19E DESTRUCTION OF OBSOLETE CITY RECORDS - City Manager's Office and Police Department. MOTION: Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution 2013-014. BUDGETARY MATTERS SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A SPEC. NO. 13-016 - SEWER MANHOLE REHABILITATION AND LINING SERVICES (Public Works Agency) - Finance & Management Services MOTION: Award a contract to Zebron Contracting, Inc. for a one-year period, with provisions for three one-year renewals, in an annual amount not to exceed $75,000. PROJECTS/CHANGE ORDERS 23A CONTRACT AWARD FOR TRAFFIC SIGNAL MODIFICATION AT MCFADDEN AVENUE AND LYON STREET (PROJECT NO. 126760) - Public Works Agency MOTION: 1. Award a contract to the lowest responsible bidder, PTM General Engineering Services, in accordance with the Base Bid plus Add Alternate A, totaling $289,923 for the traffic signal modifications at McFadden Avenue and Lyon Street. 2. Approve the Cost Analysis for a total estimated project delivery cost of $362,402. CITY COUNCIL MINUTES 9 MAY 6, 2013 1 0A-9 23B CONTRACT AWARD FOR MADISON PARK COMMUNITY GARDEN CENTER AND BASKETBALL COURT, GARFIELD COMMUNITY CENTER OVERFLOW PARKING LOT, AND MABURY PARK SECURITY LIGHTING (PROJECT NOS. 137516, 107564 & 137512 ) - Public Works Agency, Community Development Agency and Parks, Recreation and Community Services Agency) MOTION: 1. Award a contract to the lowest responsible bidder, Hondo Company, Inc., in accordance with the Base Bid, totaling $554,306 for the construction of the Madison Park Community Garden Center and Basketball Court, Garfield Community Center Overflow Parking Lot, and Mabury Park Security Lighting. 2. Approve the Cost Analysis for a total estimated project delivery cost of $747,900. 23C CONTINGENCY INCREASE FOR BROADWAY REHABILITATION; ANAHURST TO FIRST STREET (PROJECT NOS. 116736 & 116746) - Public Works Agency MOTION: Increase the contingency for the Broadway Rehabilitation Project by $80,000, which will increase the total funds available for the construction contract with All American Asphalt, Inc., to $2,767,682. AGREEMENTS 25A FEDERAL GOVERNMENT LIAISON SERVICES - City Manager's Office Continued from the April 1, 2013 City Council meeting by a vote of 7-0. Council discussion ensued. Councilmember Sarmiento proposed continuance of 60 days. Councilmember Benavides noted that within that period, the City Council would evaluate all options that may include request for new Request for Proposal (RFP). Mayor Pro Tern Tinajero indicated that new RFP will allow for incorporation of City Council input. SUBSTITUTE MOTION: Reject all bids and direct City Manager to prepare a new Request for Proposal. MOTION: Tinajero SECOND: Martinez VOTE: AYES: Amezcua, Martinez, Tinajero (3) CITY COUNCIL MINUTES 10 MAY 6, 2013 1 0A-10 NOES: ABSTAIN: ABSENT: Motion failed. Benavides, Reyna, Pulido, Sarmiento (4) None (0) None (0) AMENDED MOTION: Continue consideration of matter for 60 days (July 1, 2013) to review the Request for Proposal process and allow the City Manager discretion in retaining the services needed in the interim. MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Benavides, Reyna, Pulido, Sarmiento (4) NOES: Amezcua, Martinez, Tinajero (3) ABSTAIN: None (0) ABSENT: None (0) 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 25B and 25C) 25B AGMT NO. 2013-064 - VOCATIONAL TRAINING AND WORK EXPERIENCE PROGRAM - With the County of Orange Social Services Agency in an amount of $1,600,000 for a term effective July 1, 2013 through June 30, 2015 - Community Development Agency 25C AGMT NO. 2013-065 - ACTIVE SHOOTER TRAINING PROGRAM, URBAN AREAS SECURITY INITIATIVE GRANT (UASI) - With Government Training Institute, Inc., in an amount not to exceed $200,000 - Police Department MISCELLANEOUS - BUDGET 29A CONSOLIDATED PLAN ANNUAL UPDATE AND SUBSTANTIAL AMENDMENTS FOR FEDERAL FUNDED COMMUNITY PLANNING AND DEVELOPMENT PROGRAMS - Community Development Agency CITY COUNCIL MINUTES 11 MAY 6, 2013 1 0A-11 MOTION: 1. Approve the 2013-2014 Consolidated Plan Annual Update and authorize the submittal to the U.S. Department of Housing and Urban Development; 2. Approve the Substantial Amendment to the 2010/11-2014/15 Consolidated Plan and authorize its submittal to the U. S. Department of Housing and Urban Development; and 3. Approve the Substantial Amendment to the 2012-2013 Action Plan and authorize its submittal to the U. S. Department of Housing and Urban Development. **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A EXTENSION OF CONDITIONAL USE PERMIT NO. 2010-15 TO ALLOW A CARE HOME FOR THE ELDERLY AT 1600 EAST FIRST STREET - FARAMARZI FAMILY TRUST, APPLICANT - Planning and Building Agency MOTION: Adopt a resolution. RESOLUTION NO. 2013-017 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF CONDITIONAL USE PERMIT NO. 2010-15 FOR ONE YEAR FOR THE PROPERTY LOCATED AT 1600 EAST FIRST STREET MOTION: Benavides SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Reyna, Pulido, Tinajero (6) NOES: None (0) ABSTAIN: Sarmiento (1)* ABSENT: None (0) CITY COUNCIL MINUTES 12 MAY 6, 2013 1 0A-12 *City Council reconsidered vote at same meeting after Councilmember Sarmiento recognized and declared he had a Conflict of Interest. 55B AUTHORIZE GRANT APPLICATIONS FOR MEASURE M2 ENVIRONMENTAL CLEANUP PROGRAM (TIER 1, CALL 3) - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2013-018 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SUBMITTAL OF PROJECTS TO ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE MEASURE M2 ENVIRONMENTAL CLEANUP PROGRAM MOTION: Benavides SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Martinez, Reyna, Pulido, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) REPORTS 65A ACTION ITEMS FROM CITY COUNCIL STUDY SESSION ON COUNCIL PRACTICES, POLICIES AND PROTOCOLS - City Manager's Office MOTION: 1. Effective date of the change of Council Meetings from the first and third Mondays of the month to the first and third Tuesdays of the month, effective January 1, 2014. 2. Adopt resolutions. RESOLUTION NO. 2013-019 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE CITY COUNCIL RULES AND PROCEDURES TO ESTABLISH PROCEDURES FOR CALLING SPECIAL MEETINGS, ALTERING THE AGENDA FORMAT TO PROVIDE FOR COUNCIL REPORTS, CITY COUNCIL MINUTES 13 MAY 6, 2013 1 0A-13 CHANGING THE DAY OF REGULAR COUNCIL MEETINGS, AND REPEALING RESOLUTION NO. 2012-025. RESOLUTION NO. 2013-020 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING CERTAIN COMMITTEES OF THE CITY COUNCIL AND REPEALING RESOLUTION NO. 2013-002 REGARDING COMMITTEES OF THE CITY COUNCIL 3. Receive and file the City Council Recognition Policy. MOTION: Martinez SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Reyna, Pulido, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) PUBLIC HEARINGS 75A PUBLIC HEARING - RESOLUTION AUTHORIZING CONDEMNATION OF A PORTION OF REAL PROPERTY AT 2909 S. BRISTOL (PROJECT NO. 063510 NON-GENERAL FUND), APN 410-411-19 - Public Works Agency Legal Notice mailed to property owners on March 14, 2013. Mayor Pulido opened the Public Hearing at the April 1, 2013 City Council meeting. Daniel Wright of the Silverstein Law Firm addressed council. There were no additional speakers, Hearing closed. Continued from the April 1, 2013 and April 15, 2013 City Council meeting by a vote of 7-0. MOTION: Adopt a resolution. RESOLUTION NO. 2013-021 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FINDING AND DETERMINING THAT THE PUBLIC INTEREST, CONVENIENCE AND NECESSITY REQUIRE THE ACQUISITION OF A PORTION OF CERTAIN REAL PROPERTY LOCATED WITHIN THE CITY OF SANTA ANA LOCATED AT 2909 S. BRISTOL STREET (APN 410-411-19) CITY COUNCIL MINUTES 14 MAY 6, 2013 1 0A-14 MOTION: Benavides SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Reyna, Pulido, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 75B PUBLIC HEARING - COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (CDBG) FY 2013-2014 - Community Development Agency Legal Notice published in the Orange County register on March 18, 2013 . Mayor Pulido opened the Public Hearing at the April 1, 2013 City Council meeting. There were no speakers and he closed the Hearing closed. Continued from the April 1 and April 15, 2013 City Council meeting by a vote of 7-0. Council discussion ensued. Councilmember Amezcua requested that City Council be involved in approval of regulations and restrictions for new CDBG funds. Councilmember Reyna requested re-direction of funds to library and Project PRIDE. Interim City Manager O'Rourke indicated that re-allocation process may allow for evaluation to fund such programs; will be forthcoming in next 60 days. Staff noted that court order does not allow for salaries to be paid out to GRIP (Gang Reduction Intervention & Prevention) program out of Toyota settlement. Mayor Pulido proposed that re-allocation of unused funds be brought back for City Council consideration in 60 days. MOTION: 1. Approve the proposed Fiscal Year 2013-2014 Community Development Block Grant Program. 2. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute memorandums of understanding. AGMT NO. 2013-066 - With City departments and agreements with nonprofit agencies awarded funds as part of the approved program CITY COUNCIL MINUTES 15 MAY 6, 2013 1 0A-15 MOTION: Reyna SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) Councilmember Reyna left the dais at 9:29 p.m. and returned at 9:32 p.m. Reyna, *Interim City Manager O'Rourke declared a potential Conflict of Interest on Agenda Item 75C and left the dais during the discussion of the matter. Interim Deputy City Manager Debbie Kurita assumed the City Manager role during consideration of Item 75B. 75C PUBLIC HEARING - TOWN AND COUNTRY MANOR TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) REQUEST - Community Development Agency Legal Notice published in the Orange County Register on April 22, 2013. MOTION: 1. Conduct a Tax Equity and Financial Responsibility Act hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority on behalf of Town and Country Manor. 2. Adopt a resolution. RESOLUTION NO. 2013-022 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY FOR THE PURPOSE OF REFINANCING THE ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF CERTAIN RETIREMENT, NURSING AND ASSISTED LIVING FACILITIES AT TOWN AND COUNTRY MANOR AND CERTAIN OTHER MATTERS PERTAINING THERETO MOTION: Sarmiento VOTE: AYES: CITY COUNCIL MINUTES SECOND: Tinajero Amezcua, Benavides, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (0) 16 1 0A-16 MAY 6, 2013 ABSTAIN: ABSENT: None (0) Reyna (1) CITY COUNCIL RECESSED TO A JOINT SESSION WITH THE HOUSING AUTHORITY AGENCY AT 9:29 P.M. 80A JOINT ACTION BY THE CITY COUNCIL / HOUSING AUTHORITY - FUNDING ALLOCATIONS FOR THE HOUSING OPPORTUNITIES FOR PERSONS WITH AIDS PROGRAM FISCAL YEAR 2013 - 2014 - Community Development Agency At its regular meeting on April 16, 2013, by a vote of 7-0 the Community Redevelopment and Housing Commission approved the recommended actions. MOTION: Authorize the City Manager and the Clerk of the Council to execute a cooperative agreement, subject to non-substantive changes approved by the City Manager and City Attorney. AGMT NO. 2013-067 - With the County of Orange Health Care Agency in an amount of $ 827,051 for a one-year term to provide supportive housing services to HIV/AIDS-affected individuals in the County of Orange. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Tinajero Amezcua, Benavides, Sarmiento, Tinajero (6) Martinez, Pulido, None (0) None (0) Reyna (1) CITY COUNCIL MEETING RECESSED TO THE HOUSING AUTHORITY AGENCY MEETING AT 9:30 P.M., FOLLOWED BY THE SUCCESSOR AGENCY MEETING AND RECONVENED AT 9:31 P.M. WITH SAME MEMBERS PRESENT. COMMENTS 90A CITY MANAGER'S COMMENTS - None CITY COUNCIL MINUTES 17 MAY 6, 2013 1 0A-17 90B CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Thanked speakers and encouraged public participation; • City Council to consider all options on contract with ICE; • City to investigate allegation that resident disrespected at Council Meeting by a police officer - dignity and respect a top priority; and • Love and appreciate mother and wished all a Happy Mother's Day. Councilmember Sarmiento: • Echoed comments by Councilmember Martinez on Mother's Day; • Noted that City Council has limited jurisdiction on immigration reform matters; any misconceptions of raids and ICE contract will be clarified by Acting Police Chief Carlos Rojas; and • Commented on successful Cinco de Mayo Celebration held over the weekend in Downtown Santa Ana. Mayor Pro Tern Tinajero: • Reflected on City Council's support of The Dream Act and other initiatives that promote immigrant rights; • Acknowledged Saddleback High School's victory; • Congratulated the 1St Santa Ana based placing 1St; • Happy Mother's Day. Soccer team on recent Travel Baseball Team on Councilmember Amezcua: • As daughter of immigrant parents, strongly supports Dream Act and immigrant rights; • Encouraged all to shop in Santa Ana; and • Happy Mother's Day to all. Councilmember Reyna: • Request more information on GRIP (Gang Reduction Intervention & Prevention) Program and $8 million impact to the City; • Encouraged all to attend the Relay for Life event to be held on June 1St and June 2nd at Valley High School; • Love and appreciate mom's on their special day; and • Support Santa Ana businesses. Councilmember Benavides: • As chair of Public Safety Council Committee request that ICE contract be agendized for consideration and discussion; stand for dignity for all; CITY COUNCIL MINUTES 18 MAY 6, 2013 1 0A-18 • Request staff agendize resolutions to support immigration reform and oppose removal of fire rings at local beaches on next City Council Agenda; • Reported that Strategic Plan Ad Hoc Committee has reviewed timeline for outreach and implementation; will require amendment to Sunshine Ordinance to modify adoption date; • Supports earmark of cell tower funds to City parks, such as Madison Park; • Asked that all shop in Santa Ana. Mayor Pulido: • Expressed support for placing agenda item on the next City Council Meeting to consider City's position on fire rings; reported that on behalf of Air Quality Management District (AQMD) he and Huntington Beach's Mayor will be holding a public hearing on May 17th to consider matter; also, stated that Santa Ana will be hosting meeting with other Mayors from across Orange County on May 15th to discuss issue; • Attended Cinco de Mayo celebrations; well attended and no incidents reported; • Wished all a Happy Mother's Day; and • Adjourned meeting in memory of retired Santa Ana Police Officer Jose Vargas. ADJOURNED- 9:59 p.m. - Special meeting of the City Council is scheduled for Tuesday, May 7, 2013 at 5:00 p.m., at the City Hall, Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, California. Adjourn in Memory of Retired Santa Ana Police Officer Jose Vargas Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Street Car Project Locally Preferred Alignment • Ordinance Addressing Homeless Shelters as per Requirements in SB 2 • Janitorial Services for Police Admin/Jail • Study Session on Entertainment Ordinance CITY COUNCIL MINUTES 19 MAY 6, 2013 1 0A-19 1 OA-20 MINUTES OF THE SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER ATTENDANCE MAY 7, 2013 CITY HALL, ROSS ANNEX, ROOM 1600 20 CIVIC CENTER PLAZA SANTA ANA, CA 5:20 P.M. COUNCILMEMBERS Present: ANGELICA AMEZCUA (5:24 P.M.) P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA VINCENT F. SARMIENTO COUNCILMEMBERS Absent: MIGUEL A. PULIDO, Mayor SAL TINAJERO, Mayor Pro Tern STAFF Present: KEVIN O'ROURKE, Interim City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council Quorum was established thru presence of Councilmembers Amezcua, Benavides, Martinez, Reyna, and Sarmiento. MOTION: Elect Councilmember Sarmiento as Chair (pursuant to SAMC 2- 101 due to unavailability of Mayor and Mayor Pro Tern). MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: PLEDGE OF ALLEGIANCE SECOND: Benavides Amezcua, Benavides, Sarmiento (5) Martinez, Reyna, and None (0) None (0) Pulido, Tinajero (2) COUNCILMEMBER SARMIENTO CITY COUNCIL MINUTES 1 MAY 7, 2013 1 0B-1 PUBLIC COMMENTS - None WORK STUDY SESSIONS Interim City Manager O'Rourke indicated that in the interest of time, the agenda items would be taken out of order to discuss the budget before the communications item. WS1 REVIEW AND DISCUSSION OF FISCAL YEARS 2013-14 AND 2014-15 GENERAL FUND BUDGETS Presentation by Interim City Manager O'Rourke Council Budget-Related Policy Questions 1. Acceptance of restructuring of departments' organizations and services provided based on the dollars available 2. Affirm strategy of reviewing Police Dept. operations to identify financial savings 3. Affirm support of Reserve Levels 4. Use of on-going & one-time residual from former Redevelopment Agency 5. How to address CIP infrastructure needs, deferred maintenance issues and Planning needs 1. Acceptance of Restructuring of Departments' Organizations and Services Provided Based on the Dollars Available • Restructuring: Allows Depts. to define critical functions Provides Depts. the ability to define and fill (limited) critical positions based on priority and funding Begins to define service level impacts based on the return of furloughs • Historical Staffing Levels (Peak vs. Low) • FY13-14 Anticipated Workforce Changes - Deleting an estimated 150 vacant positions Citywide • Councilmember Martinez thanked staff for moving in the right direction and with transparency built into the process. • Councilmember Benavides asked what the impact to the general fund will be with SEIU furloughs are returned to employees at the end of June. Staff indicated that it was $1.3 million to the General Fund. CITY COUNCIL MINUTES 2 MAY 7, 2013 1 0B-2 Oty Manager's Office City Attorney's Office Berk Of The Council Community Development Agency Finance & Management Services Fire Department" Parks, Recreation & Community Services Personnel Services Planning & Building Agency Police Department Public Works Agencv -10.0!0 2 -27.8% 2 -20.0% 0 -27.7% 19 -22.0% 20 N/A N/A -53.7% 10 -23.5% 5 -35.5% 30 -6.8% 96 -26.3% 29 ;,__._W Totals 1,785 1,203 582 -32.6% 213 *Peak Position Count; Estimated 272 vacant positions in FY08-09 **City Contracted Fire & Medic Services on 4/20/12 • Councilmember Sarmiento asked that critical areas and departmental impacts be identified in budget workshops. • Councilmember Martinez opined that City needs to concentrate on "core" services and develop a Strategic Plan to focus resources. • Councilmember Reyna, City to be proactive not reactive to services and programs. 2. Affirm Strategy of Reviewing Police Dept. Operations to Identify Financial Savings Comprehensive Review of Operations Focus on priorities Patrol Investigations -? Communications • Staffing and scheduling options -> Realignment of resources to enhance core services • Jail study -> Potential savings -> Alternative Approaches o Interim City Manager O'Rourke indicated that it was estimated that Jail has $2-$7 million deficit and have approximately 110 employees. o Councilmember Reyna expressed interest in returning to community policing philosophy. o Councilmember Benavides requested that Police Officers Association be involved in collaborative effort to resolve financial shortfall at the Jail. o Councilmember Martinez indicated that she would not like to displace employees; City Council has obligation to the tax payers. o Councilmember Sarmiento requested a palette of options for City Council to consider. CITY COUNCIL MINUTES 10 9 1 18 13 5 S 4 1 112 81 31 141 110 31 283 N/A 283 149 69 80 34 26 8 110 71 39 718 669 49 205 151 54 3 MAY 7, 2013 1 0B-3 Historical Workforce Count (Peak vs. Low) 3. Affirm Support of Reserve Levels ¦ GFOA Standards ¦ Continue City Reserve Policy Work Plan • Current reserve levels (2-months worth of expenses) • Staff Recommendations on Future Monies: Reserves Staffing (filling vacancies) Capital Infrastructure Programs & Services (new or expansion) Term specific projects Workforce Compensation Reserve Policy (adopted June 2012) • Unassigned Reserve: In accordance with GFOA and in order to maintain the highest level of fiscal health, the City will maintain under the unassigned Reserve Account designation a minimum reserve level between 5 and 15% of recurring General Fund operating expenditures. Goal is 20%. Amount funded as of 6130111: $19.3M (9.8% of operations) • Economic Uncertainty Reserve Account: This reserve is established to offset any major variations in tax receipts as well fees and charges or unforeseen cost increases. It is hereby established the City maintain a minimum reserve level of 1 to 10%. Goal is 10%. Amount funded as of 6/30/11: $0 (allocation begins when unassigned reserves reach 10%) ^11;°142.9 40.0 35.0 30.0 25.0 20.0 15.0 10.0 5.0 0.0 General Fund Unassigned Balances $30.0 • Staff indicated that use of reserves requires a 2/3 City Council vote and use for on-going expenses not allowed. • Councilmember Benavides indicated that City moving in the right direction and affirm City's Reserve Policy decision. • Councilmember Martinez noted importance of sustainability and need to increase Moody's Bond rating by having reserves. CITY COUNCIL MINUTES 4 MAY 7, 2013 1 0B-4 FY 05-06 FY 06-07 FY 07-08 FY 08-09 FY 08-10 FY10-11 FY11-12 FYI-13 FY13-14 FY14-15 Goal • Councilmember Sarmiento reflected on the City's financial challenges in Fiscal Year 2009-2010; we have made great strides at bringing stability. 4. Use of On-going & One-time Residual From Former Redevelopment Agency • On-going Residual $3M to $5M On-going Staff Recommendations: o Ongoing property tax residual applied to the General Fund • One-time Residual __> Estimated $9.1 M ($5.4M Low-Mod Income Housing & $3.7M Non-Housing) Staff Recommendations: • Reserves o Capital needs o Term Specific projects or expenditures • Councilmember Martinez supports cost for general plan and zoning plan review. • Councilmember Benavides noted that City must focus on economic development measures and branding City to lure investments. • Councilmember Amezcua requested shared cost with Santa Ana Unified School District on any joint projects. • Councilmember Reyna commented that older communities need to focus on infrastructure improvements. • Councilmember Sarmiento indicated that redevelopment funds helped the City; need to use some funds on the former South Main Redevelopment Area. 5. How to Address CIP Infrastructure Needs, Deferred Maintenance Issues and Planning Needs • Current CIP & deferred maintenance driven by budget dollars and not by needs • Recommend development of capital and maintenance needs assessment • Define citywide asset management plan: • Pavement Management • Water and Sewer Infrastructure • Storm Drains • Sidewalks • Street Lights • Parks & Recreation Facilities (Rec./Sr. Centers, Library, playground equipment, etc.) CITY COUNCIL MINUTES 5 MAY 7, 2013 1 0B-5 • City-Owned Buildings and Facilities (City Hall, Police & Fire Facilities, Corporate Yard, Depot, etc.) • Technology Infrastructure • Define service level & associated funding Capital Improvement Program (CIP) "Driven by Budget Dollars" • CIP funds improvements for: • Neighborhood streets • Arterial construction • Traffic • Water & Sewer • City facilities and parks improvements • Where the funding comes from: State grants • Gas Tax • Measure M • CDBG funds and other funding sources 120 100 20 .So ?0 20 0 *Budge 10-YEAR CAPITAL IMPROVEMENT PROGRAM BUDGET iIU4.3 $16.9 $14.5 $15.8 $16.1 $17.5 t FyOR Fy10. Fy11. Fy12. Fy13_ Fy14. P)- Fy16 Fy1) Fy1, General Fund Capital and Deferred Maintenance "Driven by Budget Dollars" • Many grants require City matching funds or in some instances require the City to expend a certain amount of General Fund dollars to meet a Maintenance of Effort (MOE) requirement such as in Gas Tax. • The General Fund contributes an estimated $8.6M in capital and maintenance efforts. Building Maintenance Internal $2M Service Fund Parks & Recreation $1.9M Police Department $1.3M Public Works $3.4M Includes General Fund contribution only Includes park building services, cell-tower and adult soccer surcharge funds Facility improvements and maintenance Gas Tax MOE CITY COUNCIL MINUTES 6 MAY 7, 2013 1 0B-6 Totals $8.6M Updating the General Plan & Zoning Code • General Plan • General Plan Several elements are over 30-years old (1982) • Partial update in 1998 • General Plan must be kept current and "internally consistent" • Housing Element must be updated on a State-prescribed schedule • New community needs, such as public health and the environment are not addressed • Zoning Code • Initially adopted in 1952 • Revised and updated incrementally, but significant portions warrant review e.g., parking, signs, • Not consistent with the General Plan designations in some areas • Would benefit from a comprehensive revision • Unnecessary variances, zone changes and ad hoc amendments can impede investment and burden limited staff resources • Concurrent Update to General Plan and Zoning Code • Requires active participation by all City Agencies • Estimate of $3 million spread out over three years - $750,000 in first year • First phase of process includes the addition of temporary staff for the project • Use an early community outreach approach to determine scope of update and reduce costs in the first year Councilmember Martinez left the meeting at 6:25 p.m. and did not return. WS2 FOLLOW -UP SESSION ON REVIEW AND DISCUSSION OF COUNCIL PRACTICES, POLICIES, PROTOCOLS, AND ROLES MEETING GOAL AND OBJECTIVES • Long Term Goal - Develop and Approve City Council Norms and Operating Guidelines • Meeting Objectives: ? Review and discuss current practices, policies, and protocols ? Strengthen Council and staff communication and identify expectations ? Develop Issue Bin items for later discussion AGENDA • Review pending items from the April 8, 2013 Special Work Study Session 1. Summary of actions taken CITY COUNCIL MINUTES 7 MAY 7, 2013 1 0B-7 2. Review remaining current practices, policies and protocols 3. Discussion of roles and expectations 4. Wrap up and final steps ROLE OF THE CITY ATTORNEY • Represent and advise Council and City officers in all matters of law • Prepare or review all proposed ordinances and resolutions • Compliance with Brown Act and other regulations CURRENT PRACTICE • Agenda Process - Identifying conflicts of interests City Council Handbook contains: 500 Foot Radius Map of home/business address Copies of campaign contribution reports - 2 years Copies of Statements of Economic Interest Reports - 2 years Spreadsheet of all "major' donors, i.e. more than $250 donation to campaign committee in a 12 month period Discuss potential conflicts of interests with the City Attorney Council discussed ensued. Directed staff to develop list of Charter provisions that are inconsistent and need "clean-up"; Code of Conduct and Ethics Committee review proposed changes. ROLE OF THE CLERK OF THE COUNCIL • Manage statutory requirements • Agenda Preparation / Minutes • Fair Political Practices Commission (FPPC) Filings • Elections • Official Filing Officer for Public Records, Summons, Subpoena's, etc. • Directed Clerk of the Council to simplify Agenda and staff reports for easy read. SUMMARY OF ACTIONS TAKEN • City Council Meeting Changes: ? Changes the Council Meeting days to the first and third Tuesdays of the month ? Provides information on how to call a special meeting of the Council ? Puts a placeholder on the agenda for oral reports on Council Committees and regional board meetings • Council Committees: ? Legislative Committee established by second proposed Resolution Annual Legislative program will need to tie to strategic plan. Reports from lobbyists regarding impact on City from State and Federal legislation Review the value of League of California Cities membership • Councilmember Reyna requested that staff explore possibility of having joint City Council, Santa Ana Unified School District and Rancho Community College District meetings. CITY COUNCIL MINUTES 8 MAY 7, 2013 1 0B-8 • Councilmember Sarmiento requested that master joint agreements be considered for discussion by all entities. • Ethics Committee ? Prepare language of best practices for enforcement options for Council Code of Ethics for review ? City Attorney and City Clerk will schedule meeting with Ethics Committee and present options • Council Meetings - Recognitions & Presentations: ? The following items are incorporated in the revised Council Recognition Policy ¦ One presentation per meeting per Councilmember ¦ Limit timing to 5 minutes per presentation. ¦ Try to group large recognitions. For example, give to coach. ¦ Exceptions only if time sensitive ¦ Community members may be invited to help facilitate presentations ¦ Proclamations and certificates will include the names of all Councilmembers ¦ Presentations from outside groups will be scheduled on the 2nd meeting of the month ¦ Summary of Actions • Council/Manager Coordination: ? City Manager reviews with Mayor/Mayor Pro Tern agenda Wednesday or Thursday of prior Council Meeting week Will be implemented in May, 2013 ? Institute mechanism to share council calendars to help with special events attendance Options currently being explored • Completed Items: • Entertainment Ordinance included on list of study session potential items • Information on filming in town shared with City Council • Council affirmed current process for placing 85A items on agenda ISSUE BIN ITEMS FOR FUTURE DISCUSSION • Strategic Planning process • Role of City Manager CITY COUNCIL MINUTES 9 MAY 7, 2013 1 0B-9 • Strategic Plan Identify timeline for development and approval of strategic plan Council subcommittee of Benavides, Martinez, Reyna Department Head subcommittee of Planning and Building Director, Parks and Recreation Director, and Public Works Director with City Manager, Deputy City Manager, and Management Partners Once plan is developed have the agenda items note how the action requested meets one of the goals • Councilmember Benavides indicated that Strategic Plan underway; expected to be approved in the Fall of 2013. • Focus groups to be invited to participate in the development of the Plan. AGENDA PROCESS POLICY DISCUSSION ITEMS Council Requests for Actions on Political Items • How to handle request for support or opposition on propositions or political items Should the matter be agendized for City Council Action as an 85A or otherwise? On regular agenda if the item is consistent with annual Legislative Program? • Council directed staff to prepare alternatives and return to City Council for consideration. CURRENT PRACTICE - COMMUNICATION METHODS TO THE COMMUNITY • City News - Water Bill - 44,600 mailed • Press Releases (Nixie Alerts) - 3,000 subscribers • Parks and Recreation Brochure - 9,000 mailed quarterly • Neighborhood Association email distribution - 800 email subscribers • Public Works Newsletter - 68,000 subscribers • City's Website • Facebook (City, Library, Police, and Planning & Building) • Twitter • Police You-Tube Videos • OC Alert (Reverse 911) • Other • Councilmember Martinez Newsletter (Monthly) • Councilmember Sarmiento Newsletter (Every other month) COMMUNICATION METHODS TO THE CITY COUNCIL • Periodic updates from City Manager • Monthly Report CITY COUNCIL MINUTES 10 MAY 7, 2013 1 0B-10 Council Requests (Routine) o Response within 10 days Council Inquiry Report o Updated and distributed twice a month Constituent Requests o Via email, phone, calls, and/or walk-ins o City Council unanimously agreed that communication has improved in recent months. ROLE OF THE CITY MANAGER • Execute City Council policy and actions taken by the Council • Keep the City Council informed • Work with departments to manage day-to-day operations of the City • Appoint Department Heads with approval of City Council • Prepare Budget • Ensure all employees accomplish the work that supports council priorities • Provide support services to the Councilmembers • Councilmember Sarmiento requested that Monthly Investment Reports include state trends in addition to employment information. ISSUE BIN ITEMS FROM APRIL 8 STUDY SESSION • What is process for Departments to provide information to City Manager and then to City Council? • When businesses are interested in coming to City, how is it shared with City Council? • Ensure that City Council is being informed on continuous basis of progress on goals and large policy items • Identify process for ensuring input by City Council into budget • Reinforce to staff that all councilmembers receive same information • Provide options on how to manage Council requests that involve extraordinary staff time • City Manager to exercise discretion as to how much time to spend on preparing for council agenda items. City Council expectations of City Manager and staff • What are Councilmembers' expectations of City Manager and City Manager's staff? • What do you want staff to do that is different from what is currently being delivered? City Manager expectations of Councilmembers • Direct all council requests through City Manager or Department Heads with a cc to the City Manager • Ask questions before City Council meetings to allow staff to prepare appropriate responses CITY COUNCIL MINUTES 11 MAY 7, 2013 1 0B-11 POTENTIAL FINAL STEPS • Develop Council Norms and Operating Guidelines • Incorporate information received at Work Study Sessions • Review by Ethics Council Committee • Schedule annual team-building session • Opportunity to review operations, strategic plan, communication improvements, etc. • Agree on goals and objectives; have clear vision • Build strong relationships between the City Manager and staff based on trust, communication and accountability • Schedule items requiring formal City Council action (at a City Council Meeting) COMMENTS 90A CITY MANAGER'S COMMENTS - None 90B CITY COUNCILMEMBER COMMENTS Councilmember Reyna: • Shop in Santa Ana. ADJOURNED- Maria D. Huizar, Clerk of the Council 7:50 p.m. CITY COUNCIL MINUTES 12 MAY 7, 2013 1 0B-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 20, 2013 TITLE: DESTRUCTION OF OBSOLETE CITY RECORDS 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 Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution No. 2013-014. DISCUSSION On April 1, 2013, the City Council approved a resolution outlining the records retention schedule for the agencies, departments, and offices of the City. City records are governed by the Public Records Act which provides the period in which records need to be retained. The Citywide Records Team compiled the Citywide Records Retention Schedule which sets forth the retention period for a particular record. The Municipal Code requires that the destruction of a City record be approved by the City Attorney. In accordance with Section 513 of the Citywide Records Retention Schedule Resolution, the City Attorney has approved the list of records proposed for destruction from the departments as outlined in the attached documents. FISCAL IMPACT There is no fiscal impact associated with this item. Attachments (1): Memorandum for Request for Destruction of Records - Public Works Agency 19C-1 19C-2 City Attorney To MEMORANDU S6nia R. Carvalho Date: April 30, 2013 From: Subject: REQUEST FOR DESTRUCTION OF RECORDS The Public Works Agency requests your consent to destroy city records on the attached listing, in accordance with retention schedule outlined in City Council Resolution 2006-045 Please review this report and return a signed and dated copy of the attached pages approving the destruction of these records. Attachment Cc: Taig Higgins, Principal Civil Engineer Raul Godinez Executive Director. PWA 19C-3 2013 Destruction of PWA Project Files RECORD RECORD RECORD DESCRIPTION RECORD START RETENTIO CATEGORY SERIES DATE/ N PERIOD RETENTION PERIOD Development Engineering Development Projects Folder Public Works requirements of approval for private development projects and site plans. Includes copy of bond release letter Completion of Project or Expiration of Development Agreement, 2004 & Prior whichever is later / 5 ears Development Certificate of Proof of Liability insurance Date Received / Engineering Insurance and endorsement Project completion 2002 & Prior + 10 years Development Street Work and Encroachment Permits Date Issued / 5 Engineering Utility Permits years 2007 & Prior Development Transportation/ Oversized Vehicles Date Issued / 3 Engineering Wide Load Permits years 2009 & Prior Development MCT Miscellaneous Cash Date Issued / 3 Engineering Transaction - Contains years 2009 & Prior Specific Notes Raul Godinez Executive Directo Public Works Agency DESTRUCTION OF THESE RECORDS AF's'` )%.`tED BY: Sonia R. Carvalho City Attorney v' ¢• 3W. *13 Date ,5X3/;-'--/ 3 Date DESTRUC ION OF THESE RECORDS VE;°-FIED BY: Taig Higgins D to Principal Civil Engineer 19C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 20, 2013 TITLE: AGREEMENT WITH CALIFORNIA CENTER FOR THE BOOK AND APPROPRIATION ADJUSTMENT FOR BOOK TO ACTION 2013 GRANT FUNDS CIT ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1 s` Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute an agreement with the California Center for the Book in the amount of $3,000 for a Book to Action 2013 grant for the "True Notebooks" program, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing $3,000 in Book to Action 2013 grant revenue in the California Library Services Act revenue account (no. 15011002 52040) and appropriate same to expenditure account (no. 15011160 - various). DISCUSSION The Book to Action Grant is a grant program managed by the Southern California Library Cooperative and administered by the California State Library via the California Center for the Book. The California Center for the Book has awarded a reimbursement grant of $3,000 to the Santa Ana Public Library in support of its program "True Notebooks". The "True Notebooks" program will provide 50 plus at-risk teens with the opportunity to interact with and learn from the experiences of Mark Salzman, author of the book "True Notebooks". Participants will hear Mr. Salzman speak and learn from his experiences of working with students in a juvenile hall detention setting. The program will culminate in a service project whereby youth participants will assist the Women Helping Women*Men to Work in organizing their donations room in order to serve its clients more efficiently. Youth will also assist in the creation of a video highlighting the events and outcomes of the project to be broadcast on CTV- 3 and YouTube. Funds will be used to purchase books, teaching materials and to support mentoring staff. The Library will use in-kind personnel costs to provide the preferred 50 percent matching funds. 20A-1 Southern California Library Cooperative Agreement May 20, 2013 Page 2 FISCAL IMPACT The appropriation adjustment will recognize $3,000 in Book to Action 2013 grant revenue in the California Library Services Act revenue account (no. 15011002 52040) and appropriate same to expenditure account (no. 15011160 - various). APPROVED AS TO FUNDS AND ACCOUNT: Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency Francisco Gutierrez, Executive Director Finance and Management Services Agency 20A-2 GRANT AGREEMENT WITH CALIFORNIA CENTER FOR THE BOOK THIS GRANT AGREEMENT, made and entered into this _ day of May 2013, by and between California Center for the Book (hereinafter "Grantor"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City applied for Book to Action 2013 grant funds from the California State Library. The Book to Action Grant is a grant program ("Program") managed by the Southern California Library Cooperative and administered by the California State Library via the California Center for the Book. B. City has been awarded grant funds pursuant to said Program. C. Grantor will provide grant funds on a reimbursable basis for certain restricted uses. 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. GRANT PROGRAM Grantor shall grant funds for City to support its program "True Notebooks". The "True Notebooks" program will provide 50 plus at-risk teens with the opportunity to interact with and learn from the experiences of Mark Salzman, author of the book "True Notebooks". Participants will hear Mr. Salzman speak and learn from his experiences of working with students in a juvenile hall detention setting. The program will culminate in a service project whereby youth participants will assist the Women Helping Women/Men to Work in organizing their donations room in order to serve its clients more efficiently. Youth will also assist in the creation of a video highlighting the events and outcomes of the project to be broadcast on CTV-3 and YouTube. Funds will be used to purchase books, teaching materials and to support mentoring staff. 2. AWARD OF FUNDS Grantor shall provide the City with Three Thousand Dollars ($3,000) in grant funds. City shall submit receipts for book purchases, mentoring staff and speaker fees to Grantor for reimbursement in the amount of Three Thousand Dollars ($3,000). All reimbursements must be requested before August 31, 2013 3. TERM This Agreement shall commence on the date first written above and terminate on August 31, 2013. 1 20A-3 4. CONFLICT OF INTEREST CLAUSE Grantor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the Grant Program specified under this Agreement. 5. 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: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 and, Executive Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza Santa Ana, California 92702 Fax 714-571-4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-6515 To Grantor: California Center for the Book 694 S. Oxford Ave. Los Angeles, CA 90005 Phone (213) 738-7055 Fax (213) 738-0655 A party may change its address by giving notice in writing to the other party. Thereafter, 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 2 20A-4 postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 6. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Grantor, 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 Grantor. 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. 7. 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. 8. 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. 3 20A-5 IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA: Kevin O'Rourke Interim City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa E. Storck Assistant City Attorney GRANTOR: California Center for the Book By: Mary Menzel Director 4 20A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 20, 2013 TITLE: APPROVED CONTRACT AWARD FOR FISHER ? As Recommended PARK BUTTERFLY AND BIRD HABITAT ? As Amended El Ordinance on Reading (PROJECT NO. 112606) AND El Ordinance on 2 2 Il nd Reading CENTENNIAL PARK SLOPE ? Implementing Resolution REHABILITATION (PROJECT NO. ? Set Public Hearing For_ 137515) CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Award a contract to the lowest responsible bidder, Hondo Company, Inc., in accordance with the base bid, totaling $172,915, for the construction of Fisher Park Butterfly and Bird Habitat, and Centennial Park Slope Rehabilitation projects. 2. Approve the Cost Analysis, as shown in Exhibit 1, for a total estimated project delivery cost of $224,770. DISCUSSION The Parks, Recreation, and Community Services Agency received funding from the California State Parks Habitat Conservation Fund Grant Program to install a butterfly and bird habitat landscape along the southern edge of Fisher Park adjacent to the Santiago Creek (see Exhibit 2). The project will beautify the existing slope and create an environment to attract various species of butterflies, hummingbirds, and other wildlife. The project scope includes: removal of non-native vegetation, elimination of invasive plant species, planting of native plants and flowers, and installation of interpretive signage. At the Centennial Park Soccer Complex, there is a need to rehabilitate the slope along a bike access trail on the north side of Soccer Field No. 4 (see Exhibit 3). Water run-off from storm and irrigation water has caused erosion to the slope and damage to the synthetic turf soccer field. New retaining walls and curbs will be constructed to reduce the slope angle along with the installation of riprap rock. New handrails will provide pedestrian safety along the top of the slope. 23A-1 Contract Award for Fisher Park Butterfly and Bird Habitat and Centennial Park Slope Rehabilitation Projects May 20, 2013 Page 2 The Notice Inviting Bids was advertised on March 25 & 26, 2013, and bids were opened on April 24, 2013. The following is a summary of the bid invitations mailed and received, and the bid results: Contractor Participation Data Santa Ana contractors receiving notices 18 Contractors requesting bidding documents 33 Bids received 8 Bids received from Santa Ana contractors 1 Bid Results Summary RANK BIDDERS NAME LOCATION BASE BID 1 Hondo Company, Inc. Santa Ana $172,915.00 2 ACE CD, Inc. Glendora $175,939.55 3 Aramexx Construction Chino $194,585.00 4 Roadway Engineering & Construction, Inc. Mira Loma $194,664.00 5 Ted Enterprises, Inc. San Clemente $232,020.00 6 STL Landscape, Inc. Los Angeles $240,000.00 7 Kasa Construction, Inc. Ontario $288,650.00 8 AToM Engineering Construction, Inc. Hemet $318,962.00 A total of eight bids were received and deemed responsive, with Hondo Company submitting the lowest responsive bid. Their $172,915 bid is 8 percent under the $187,740 Engineer's Estimate. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is exempt from further review. Categorical Exemptions Environmental Review Nos. 2008-167 (Project 11- 2606) and 2013-32 (Project 13-7515) were filed for these projects. In addition, a Certification of Categorical Exemption and a Statutory Worksheet have been prepared in accordance with the National Environmental Policy Act. 23A-2 Contract Award for Fisher Park Butterfly and Bird Habitat and Centennial Park Slope Rehabilitation Projects May 20, 2013 Page 3 FISCAL IMPACT The Project Cost Analysis calculation has determined that total project delivery, including construction administration, inspection, testing, survey, and contingencies, is $224,770. Funding is available to cover these costs in the Community Development Block Grant Fund (Account 13518783-66220), Habitat Conservation Fund (Account 16113265-66220), and the A & D Fund (Account 31213260-66220). APPROVED AS TO FUNDS AND ACCOUNTS n f Raul Godinez II Francisco Gutierrez "" 1 Executive Director Executive Director Public Works Agency Finance & Management Services Agency Sandra D. Gottlieb Acting Executive Director Community Development Agency Gerardo Mouet Executive Director L Parks, Recreation & Community Services RG/TC Exhibits 1: Cost Analysis 2: Fisher Park Butterfly and Bird Habitat Project Location Map 3: Centennial Park Slope Repair Project Location Map 23A-3 23A-4 COST ANALYSIS PROJECT 11-2606 FISHER PARK BUTTERFLY AND BIRD HABITAT PROJECT 13-7515 CENTENNIAL PARK SLOPE REHABILITATION Construction Contract $172,915 Contract Administration $7,553 Inspection and Testing $14,515 Survey Staking $3,850 Contingencies $25,937 TOTAL ESTIMATED CONSTRUCTION COSTS $224,770 Exhibit 1 23A-5 23A-6 Contract Award for Fisher Park Butterfly and Bird Habitat and Centennial Park Slope Rehabilitation Projects May 20, 2013 Page 5 MEMORY FISHE PARK sANT I PG° Santiago Creek PROJECT LOCA SANTA FIA, , , , Q m W 3 ? O O J m LL m LOCATION MAP4 (NOT TO SCALE) SANTA ANA M? i *2M ¦ P w A ¦ ? ? FBFIER PAW MAY am = BUTTERFLY AND BW HAWAT 23A-7 23A-8 Contract Award for Fisher Park Butterfly and Bird Habitat and Centennial Park Slope Rehabilitation Projects May 20, 2013 Page 6 I 3 Q A . Road EDINGER AVE p N 11 IAL J m Soccer Field p j CENTENNIAL PARK m cr a ti Q7 2 cn PROJECT LOCATION w i !3; a Ll. i WARNER AV z a (n V) LOCATION MAP Q (NOT TO SCALE) SANTA ANA '' cmr c Lmm PROk ECr 13-7W P WA A? A CENTE3N& PAW SLOPE FEPM 23A-9 23A-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 20, 2013 TITLE: AGREEMENT FOR JANITORIAL MAINTENANCE SERVICES AT SANTA ANA POLICE DEPARTMENT /6?n ITY ANAGER 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 three-year agreement with ABM Building Maintenance Company for police and jail facility janitorial services in an amount not to exceed $1,097,340, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Able Building Maintenance Company for police and jail facility janitorial services in an amount not to exceed $30,830, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 8, 2008 City Council authorized a five-year agreement with Able Maintenance to provide daily janitorial maintenance for the Police Administration and Jail facility. Recently, a Request for Proposal (#13-015) was administered through the City's Purchasing Department to select a vendor for a new long term agreement. On April 12, 2013, the City received four proposals, and a team of staff from various Police Department Bureaus evaluated and rated each proposal. The scoring for each proposal is as follows: Firm Location Rating 3 Year Cost ABM Janitorial Services Irvine 87.25 $1,097,340 Santa Fe Building Maintenance Chino Hills 82.25 $1,065,397 Able Building Maintenance Santa Ana 81.75 $1,181,913 OmniClean Orange 64.50 $1,095,000 25A-1 Agreement for Janitorial Services May 20, 2013 Page 2of2 As a result, the Santa Ana Police Department is recommending the City enter into a three-year agreement with two one-year options with ABM Janitorial Services. ABM, provides janitorial services to many other local public agencies including the Superior Courts of Orange County, the City of Newport Beach and the City of San Juan Capistrano. To ensure a smooth transition of janitorial providers, the Police Department also recommends amending the existing agreement with Able Maintenance for an additional one month period. This will allow time for ABM to hire staff and order equipment as well as provide time for PD Personnel staff to conduct any necessary background checks. This recommended action will allow for continuous service to the Santa Ana Police Department during this transitions period. FINANCIAL IMPACT Funds are available in the Police Department's Building & Facilities Division fund (account no. 01114403-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Carlos Rojas Acting Chief of Police Police Department Francisco Gutierrez Executive Director Finance & Mgt. Services Agency J 25A-2 JANITORIAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 201h day of May, 2013 by and between ABM Industries, Inc., a Delaware corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of providing janitorial services to the Santa Ana Police Administration, Detention Facilities, and surrounding grounds. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide janitorial services for the Santa Ana Police Administration and Detention Facilities and surrounding grounds, as set forth in City's Janitorial Maintenance Request for Proposals #13-015, dated April 15, 2013, on file with at the Santa Ana Police Administration Building and a portion of which is attached hereto as Exhibit A, and Contractor's Proposal, dated April 15, 2013, attached hereto as Exhibit B and incorporated by reference. 2. COMPENSATION a. (1) City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, shall be as follows: (a) $358,560 for June 1, 2013-May 31, 2014; (b) $365,736 for June 1, 2014-May 31, 2015; and (c) $373,044 for June 1, 2015-May 31, 2016. (2) Invoices shall be submitted by Contractor for payment on a monthly basis. 25A-3 b. Invoices: Upon delivery and receipt of invoice, the City shall pay thirty (30) days after date of invoice and upon the approval of services by the Police Administration Manager or designee. Monthly invoices, submitted in duplicate, shall be mailed to: Chris Laugenour Santa Ana Police Department Police Administration Manager P.O. Box 1981 Santa Ana, CA 92702 3. TERM This term of this Agreement shall be for an initial three (3) year period, commencing on June 1, 2013, with two (2) additional one-year options to extend at the prices indicated in Exhibit B plus standard in the industry escalation, provided that performance is deemed acceptable and if agreeable with the Contractor, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 25A-4 a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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. d. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect 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. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor 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 25A-5 compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Contractor. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 25A-6 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 telefacsimile (714) 647-6956 With courtesy copies to: and Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Contractor: ABM Janitorial Services 165 Technology Drive, Suite 100 Irvine, California 92618 telefacsimile (949) 585-5994 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, any 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the 25A-7 terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by either party upon ninety (90) days written notice of termination to the other party. 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 Police Chief may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the 25A-8 validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, the Displaced Janitorial Opportunity Act, Section 1 Chapter 4.5 (commencing with Section 1060) added to part 3 of Division 2 of the California Labor Code, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et seq. 16. 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 HUIZAR Clerk of the Council CITY OF SANTA ANA: KEVIN O'ROURKE Interim City Manager 25A-9 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ABM Janitorial Services By: Laura A. Rossini Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Acting Police Chief By: Ron Dallas Regional Account Manager Tax. ID # 25A-10 EXHIBIT A 25A-11 CITY OF SANTA ANA POLICE DEPARTMENT Request For Proposals - RFP 13-015 Janitorial Maintenance Services SEAT GOVI City of Santa Ana Purchasing Division M-16 20 Civic Center Plaza PO Box 1988 Santa Ana, California 92702 Attn: Eva Goods RFP # 13-015 Date Due: On or before 5:00p.m. (PDST), Monday, April 15, 2013 25A-12 THE GOLDEN C 1 T Y FI FOUNDED 1869 RFP 13-015 CITY OF SANTA ANA POLICE DEPARTMENT JANITORIAL MAINTENANCE SERVICES REQUEST FOR PROPOSALS The City of Santa Ana Police Department is seeking qualified vendors to provide written proposals for routine janitorial maintenance services for its facility, city jail and grounds. Proposers shall be qualified to do business and licensed in accordance with all applicable laws of the state and local governments where the project is located. The City of Santa Ana reserves the right to reject any or all proposals and to waive any informality therein, and all Proposers shall agree that such rejection shall be without liability on the part of the City of Santa Ana for any damage or claim brought by any Proposer because of such rejections, nor shall the Proposer seek any recourse of any kind against the City of Santa Ana because of such rejections. All inquiries concerning this Request for Proposal should be directed to: Chris Laugenour Police Administration Manager claugenour@santa-ana.org Envelopes containing proposals are to be marked "Request for Proposal RFP 13-015 Janitorial Maintenance Services" SUBMISSION OF PROPOSALS: Five (5) copies of each proposal are to be mailed or delivered to: Delivery Address: City of Santa Ana Attn: Eva Goods Purchasing Department M-16 20 Civic Center Plaza Santa Ana, CA 92702 Facsimile transmission (FAX) copies are not acceptable. Mailing Address: City of Santa Ana Attn: Eva Goods Purchasing Department M-16 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Key RFP Dates: Issue: March 28, 2013 Mandatory Pre-proposal Job Walk: Tuesday, April 9, 2013 at 10:00a.m (PDST) Proposal Due: Monday, April 15, 2013, on or before 5:00p.m. (PDST) 2 25A-13 RFP 13-015 INTRODUCTION 1.0 Definitions: The following words as used in this RFP` shall be understood to refer respectively to: Word in RFP Definition "City" The City of Santa Ana, California "Police Department" The Santa Ana Police Department "RFP" Request for Proposal "Proposer" The person, firm or corporation who is responding to this Request for Proposal and with whom the agreement is made by said City and the agent, or legal representative, who may be appointed to represent such person, firm or corporation in the signing and performance of said agreement. 1.2 Description of Organization: The Santa Ana Police Department and Jail Facility opened in January 1997. The police facility is 240,000 square feet and the Jail is 160,000 square feet. The Police Department and Jail are 24-hour, 7 day a week operations. Over 600 employees work out of this state-of-the-art facility, which deals with daily normal police business, sensitive security issues, VIP tours, and community oriented policing and many other law enforcement responsibilities. It is necessary to insure this facility maintains its high standards as a safe and healthy workplace, as well as sustains a continued superior professional appearance. Therefore, it is critical that the furnishings, fixtures and equipment be thoroughly cleaned in a quality manner and on a regular basis by the best possible janitorial maintenance organization. 1.3 Purpose: The purpose of this RFP is to generate proposals for janitorial maintenance services that are required for those designated portions of the Santa Ana Police Department, Jail Facility and grounds. The square footage covered under this agreement is approximately 200,000 square feet in the Police Facility, 20,000 square feet in the Jail and 2,000 square feet in the firing range (which is located under the parking structure ramp). The parking structure and grounds equates to approximately 25,000 square feet total, all of which are also covered under this agreement. Facility floor plans are included as an attachment to this RFP to further define what areas are covered under this agreement. The general scope of services is listed below, with more specific detail included in the body of this RFP. 3 25A-14 RFP 13-015 Cleaning, disinfecting & descaling plumbing fixtures and associated areas Vacuuming and cleaning carpet, mats, wall/furniture fabric and upholstery Cleaning non-carpeted floors Disinfecting furniture, fixtures, walls & partitions Cleaning HVAC vents, blinds, drapes and wall fabric General and high dusting, Sweeping and trash pick-up for on-site parking and driveway areas Pick up recyclables, bottles and plastic Windows, glass and mirror cleaning Rearranging furniture Refilling dispensers Emptying trash and ash can receptacles Waxing vinyl and tile floors Spot cleaning various surfaces Spray buffering & machine scrubbing hard floors Sweeping of patios, balconies and exterior areas Cleaning of food areas, microwaves and refrigerators Cleaning of fitness equipment Semi-annual wall clock battery replacement & time reset 1.4 Statement of Work: Proposer shall submit a specific work plan in the form of a detailed breakdown that will meet the Police Department's overall listed maintenance and quality objectives. The quantity of proposed work hours must be included in this breakdown. The proposer shall furnish all necessary labor, supplies, tools, uniforms, transportation, parking, and insurance required for the provision of required services. 2.0 BACKGROUND /CURRENT STAFFING 4 25A-15 RFP 13-015 The Santa Ana Police and Jail Facility have been utilizing private janitorial maintenance since it opened as a new facility in January 1997. Current minimum staffing levels for Monday through Friday janitorial maintenance are one (1) On-site Supervisor and (5) full time & (4) Part-Time.. Weekends and Holidays staffing levels are three (2) janitorial personnel, all working (8) hours each. 3.0 RULES OF PREPARATION 3.1 Rules Governing Competition: This is an RFP conducted in accordance with the regulations of the City of Santa Ana. All instructions shall be fully complied with or the proposal may be rejected as non-responsive. This RFP is not a formal bidding process governed by State statute. 3.2 Oral Communications: Any oral communications by any City employee concerning the RFP are not binding on the City and shall in no way modify the RFP or any obligation to the City or the Vendor. 3.3 Contractual Obligations: The City shall require certain contractual obligations, which may include, but are not limited to the following: 1. Inclusion of Proposal: The proposal submitted in response to this RFP shall be a required part of the final agreement with the selected proposer. 2. 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: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability 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 $1,000,000 per occurrence, $1,000,000 in the aggregate. 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, 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 5 25A-16 RFP 13-015 maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Proposer is, or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 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. ii. Certificates of insurance shall be furnished to the City upon execution of this Contract 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 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. 3.4 Award: The final award of an agreement is subject to approval by the Santa Ana City Council. 3.5 Agreement: A resulting agreement shall include any written material made as part of your proposal. This material may include but is not limited to: answers to questions contained in this RFP, letters, telegrams, facsimile and product literature. 3.6 Statutes and Rules: The terms and conditions of the RFP, the resulting services, and furnishing of commodities based on the RFP shall conform to the statutes, rules and regulations of the Federal Government, State of California, City of Santa Ana and the 6 25A-17 RFP 13-015 Santa Ana Police Department. The Displaced Janitorial Opportunity Act, Section I Chapter 4.5 (commencing with Section 1060) was added to part 3 of Division 2 of the Labor Code. All city, state, and federal laws and/or regulations shall be complied with. 3.7 Instructions to Proposers: Proposer shall submit five (5) copies of their proposal, which includes the services proposed and the cost of these services. Information not specific to the performance of this agreement should be omitted. Only those Vendors able to meet the requirements herein will have their proposal opened and considered. Within the proposal, the Proposer shall include the following: (1) Price Summary Form and a Proposed Staffing Plan (2) Statement of Company Background: Proposers shall provide an introduction and general description of the company's background, nature of business activities, and municipal experience with similar contracts. (3) Financial documentation: Provide most recent fiscal year audited or reviewed financial statements. (4) Signed Certification of Non-Discrimination by Contractors (5) References Proposers are to submit, as part of their proposal, any changes or modifications to the terms and conditions they may wish the City to consider. All proposals shall contain all information requested in this RFP, plus the Vendor shall submit a declaration of their ability to perform the services requested and meet the qualifications, terms, and conditions outlined. The Vendor shall describe their experience in providing similar services. 3.8 Errors and Omissions: Proposer shall not be allowed to take advantage of any errors or omissions in the RFP. Full instructions will be given if such error or omission is discovered and called to the attention of the City in a timely manner. 3.9 Proposal Costs: The cost of developing and delivering the proposal is the sole responsibility of the Proposer. 3.10 Mandatory Pre-proposal Job Walk: All persons wishing to submit a proposal must attend the pre-proposal job walk, on Tuesday, April 9, 2013 at 10:00a.m., held at the Santa Ana Police Department lobby, 60 Civic Center Plaza, Santa Ana, CA 92702. Parking is available immediately adjacent to the facility. Parking costs are at the Proposer's expense. 3.11 Proposal Submission: The delivery of the proposal is the sole responsibility of the Proposer. It shall be delivered to: The City of Santa Ana, Purchasing Department, 20 Civic Center Plaza, M-16, Santa Ana, CA. 92701, Attn: Eva Goods, by the due date of April 15, 2013 at 5:00p.m. Late submissions will not be accepted. 7 25A-18 RFP 13-015 4.0 OTHER GENERAL CONDITIONS 4.1 Point of Contact: The Proposer's on-site Supervisor or designee shall be the primary point of contact with the Santa Ana Police Administration Manager or designee. During times when the Proposer's supervisor is not on-site, the point of contact shall be the Proposer's Agreement Administrator. The on-site Supervisor and Agreement Administrator shall be capable of communicating the English language (read and understand), to facilitate a clear understanding between the Police Administration Manager, or designee. The Agreement Administrator, or designee, shall be available via cell phone during the Proposer's normal business hours. The Proposer shall provide an emergency telephone number that will be answered 24 hours a day, 365 days a year. The Santa Ana Police Administration Manager or designee shall have authority to direct the Proposer's performance in matters relating to policy, information and procedural requirements. The Police Administration Manager shall also monitor the Agreement and the performance of the Proposer. The Proposer's Agreement Administration shall be responsible for management and coordination of the agreement and shall act as the administrative point of contact with the City. 4.2 Maintenance Requirements: The cleaning of all facility areas, furnishings, fixtures and equipment covered by this RFP shall be performed in a safe, complete, and scheduled manner for which each item and surface was designed. The work shall include preventive and corrective maintenance, cleaning, inspection, and notification. All services shall be performed in a manner that is minimally disruptive to normal facility operations. The Police Administration Manager shall approve any shutdown of areas or systems for maintenance in advance. The City reserves the right to seek services from other resources if the Proposer does not respond in the time frames described in the RFP to meet any maintenance work needed. The cost of such alternate services shall be deducted from the City's payment to the Proposer. 4.3 Work Priorities: In performing the work, the Proposer shall consider in priority order, the following items: 1. Occupant safety, which is the safety of staff, visitors, inmates, and other persons at the site. 2. Maintenance to be performed in a high quality manner to provide a clean and and healthy workplace all the time. Proposer's furnished equipment shall be in good working condition at all times. Proposer's furnished cleaning chemicals, supplies, carts, and equipment shall be on-hand at all times to meet the needs of the cleaning staff and must be approved by the Police Administration Manager, and must be quality commercial brands. 8 25A-19 RFP 13-015 4.4 General Security Requirements: The Proposer shall furnish identifiable uniforms and employee identification cards for their employees. Employees are required to wear uniforms and I.D. cards, in plain view, whenever working on-site. The Proposer, upon request by the Police Administration Manager, shall remove from the premises employees who, in the opinion of the Police Department, have exhibited improper conduct or are not performing the work assigned. Employees shall be required to have a criminal record check and be approved by the Police Department's Personnel Division prior to working on-site. This also includes any "on call staff' used by the Proposer. 4.5 Specific Security Requirements: The following security requirements shall be in effect at all times. Failure to abide by any of these items by any employee may result in removal from the facility and or criminal charges. 1. Background Investigation- All Proposer's personnel who work in or visit/inspect (unescorted) the facility shall successfully complete a background investigation conducted by the Santa Ana Police Department before beginning work. At least forty- five (45) days prior to an employee beginning work, the Proposer shall submit the following information to the Police Department Personnel Division: First Name, middle name, last name Date of birth Current residence address Photocopy of valid government issued photo identification Photocopy of valid Social Security Card Proof of U.S. citizenship or legal work status The Proposer shall insure the employee candidate meets with the designated Police Department Personnel Division background investigator in a timely manner so the background process can begin. The Proposer shall be notified when the background has been completed, thus clearing the employee to begin work on-site. The Proposer shall be notified of any employees that are refused for employment within the facility. 2. Facility Security- During their first week of working on-site, the Police Administration Manager shall give each employee a copy of the Santa Ana Police Facility Security Rules (Attachment 1), which the employee will read and sign. This form shall be maintained by the Property Administration Manager. All tools, equipment, parts and other items used by the Proposer at the Jail Facility shall, at all times, remain in the direct possession and control of the Proposer's employees. Failure to adhere to these requirements, such as leaving a tool in an inmate accessible area, shall be considered a breach of security. This shall result in subsequent action by the Police Department, up to and including the removal of the involved Proposer's employee from the facility and/or criminal charges. 3. Facility Access- The Police Department front desk staff shall issue keys and access card to each on-site employee at the start of each assigned work shift. No issued keys or 9 25A-20 RFP 13-015 access cards shall be removed from the premises during the work day. Each employee shall return their issued keys and access card immediately at the end of their assigned work shift to the Police Department front desk staff. The Proposer's employees shall adequately secure the keys on their person while on- site. Items that become lost, missing, or stolen shall be immediately reported by the Proposer's employees or Supervisor to the Police Administration Manager. The Proposer shall reimburse the Police Department for direct and indirect costs associated with re-keying any buildings or portions of buildings when the Police Department determines that a breach of security is a result of lost, misplaced, or stolen keys issued to the Proposer's employees. 4. Employee Parking- Free public parking is almost non-existent surrounding the police facility. There is a stadium parking structure across from the police facility, which charges an hourly, daily, or monthly fee for parking. Proposer shall be responsible for providing parking for their employees and paying any necessary fees. There is no on-site police parking available. 5. New Employee Uniform- will be provided by the Proposer, including shirts and must project a professional appearance. 5.0 SCOPE OF SERVICES, EQUIPMENT & SUPPLIES 5.1 Equipment & Supplies Furnished by Proposer: The Proposer shall provide all cleaning appliances, tools, (i.e.: vacuums, mops, carts, floor polishers, ladders, signs, etc.) and all cleaning chemicals, urinal screens and cakes, rags, sponges, vacuum bags, trash can liners, soap-dispensed cleaners, sanitary napkins, and miscellaneous supplies. All supplies will be ordered and delivered in a timely manner. Trash can liners shall be black or clear in color. To insure proper strength to avoid leaks and spills, liners shall be a minimum of 1.0 mil thick for 39 gallon or less receptacles and a minimum of 1.25 mil thick for liners 40 gallons or more. Carpet warranty specifications, marble and granite warranty specifications, and occupant health mandate the following vacuum, floor scrubber, and carpet extractor equipment Specifications (no substitutions). All HEPA filter replacements, vacuum bags, floor bushes and pad holders, scrubbing and polishing bonnets, and associated items, attachments and solvents/cleaners, shall be furnished by the Proposer. 1. Approved upright vacuums: Vacuum Cleaner Pacer 112 UE with HEPA filtration or similar 2. Approved canister vacuum: Mighty Canister Vacuum or similar 3. Approved wide area vacuums: Nilfisk Advance Carpetriever 28 or similar 10 25A-21 RFP 13-015 a. A total of eight (8) new upright vacuums, three (3) new canister vacuums and three (3) new wide area vacuums shall be supplied by the Proposer for the on-site staff to use on a full time basis, the day the initial contract begins. Four (4) new upright vacuums, one (1) new canister vacuum, and one (1) new wide area vacuum shall also be supplied by the Proposer at the start of each subsequent contract renewal year. 4. Carpet Extractor: One (1) self-contained hot water extractor shall be supplied and used for any carpet cleaning, which has a minimum of 100 psi water pressure through the injection nozzles, a reel-type soft bristled agitation brush and a water lift of 130 inches. Make and model shall be submitted before the initial contract begins, by the Proposer for approval by the Police Administration Manager, but must meet the above specifications. 5. Automatic Walk Behind Floor Scrubber: One (1) self-contained automatic walk behind floor scrubber shall be supplied by the Proposer for the on-site staff to use on a full time basis, the day the initial contract begins. a. Nitflisk Advance Convertamatic 24 or similar 5.2 Items Furnished by CitX: The only items furnished by the City shall be the supply of paper towels, toilet paper, and toilet seat covers. Items shall be located on the loading dock. 5.3 Specific Maintenance Tasks 5.3.1 Daily Cleaning and Disinfecting of Drinking Fountains and Sinks: Remove all obvious soil, streaks, smudges, etc., from the hardware, including the spouts and drain. After cleaning and disinfecting, the entire drinking fountain and/or sink (sink refers to all sinks in coffee rooms or lounges too shall be free of streaks, stains, spots, smudges, scale, and other removable soil. Oil is not to be used to polish metal fixtures. If needed, lime away or a similar product shall be used to eliminate water build-up. 5.3.2 Daily Cleaning and Disinfecting of Wash Basins, Toilets, Urinals and Showers: Apply a germicidal detergent solution to all surfaces of wash basin, toilets, toilet seat hinges, pipes, urinals, showers and adjacent surfaces. Dry all metal surfaces of faucets, handles, valves, etc. Shower wall, floor and soap scum, mold and mildew shall be removed daily and drain screens cleaned of hair and lint, Oil is not to be used to polish metal fixtures. 5.3.3 Daily Cleaning of Entrance Mats: Remove moisture, wet or dry soil, and any debris from carpeted entrance mats. Ensure mats are properly positioned on the floor. 11 25A-22 RFP 13-015 5.3.4 Daily Cleaning of Floor Drains: Clean all floor drains and remove corrosion and tarnish. 5.3.5 Daily Vacuuming of Carpets: Remove visible and hidden soil and debris from the carpet surface and from within the carpet pile. Chairs, trash receptacles, power cords, boxes, and other such items shall be tilted or moved when necessary. Special attention shall be paid to corners and along walls, under and between furniture, to insure carpet is thoroughly cleaned in all areas. The carpet shall be free of all visible soil and liter. For noise reduction, which is essential to the 911 emergency police dispatch operation, the built-in vacuum system supplied by the police Department will be used when vacuuming the Police Communications area. 5.3.6 Daily Damp Mopping of Non-Carpeted Floors & Weekly Machine Scrubbing of Stone Floors: Remove soil, hair, dust and debris from non-carpeted floors. Trash receptacles and other such items shall be moved as necessary and returned to their appropriate location. All accessible areas of the floor shall be damp mopped. Care shall be taken to prevent splash and mop marks from being visible on furniture legs, doors, etc., "Caution -Wet-Floor" signs shall be placed so as to provide sufficient safety measures. After a floor has been damp mopped, it shall have no puddles water and be free of soil, stains, debris, streaks, and swirl marks. All wet floor signs shall be removed and put away after the floor surface is dry. 5.3.7 Daily de-scaling of Toilets and Urinals: Remove scum, mineral deposits, rust stains, etc. 5.3.8 Daily Disinfecting of Furniture, Fixtures, Walls, & Partitions within Restrooms Lunchroom, and Locker Rooms: Damp wipe and disinfect all non-wood hard surfaces of furniture, fixtures, walls, partitions, doors, and lockers. Special care shall be taken to insure these surfaces are not scratched, damaged, or stain. 5.3.9 Daily Vacuuming of all Fabric Furniture Surfaces: Remove all dust, lint hair, litter, and dry soil from all fabric surfaces of chairs, couches, work station partitions, and other furniture with a fabric covering. 5.3.10 Daily Dusting of Locker Tops: Dust locker tops in dressing areas, storage rooms, locker rooms and maintenance areas. 5.3.11 Daily Dusting of Building Surfaces: Remove all dust, lint, litter, dry soil, etc., from the surface of ledges, window sill, locker tops, and fire extinguishers. This shall also be done for computer tops, wall and door frames and sills, light switches, pictures, partitions, rails, and other types of fixtures and surfaces which are not considered to be furniture surfaces. This also applies to specialty for specialty equipment such as test equipment, computers, typewriters, calculators, etc., which are located anywhere between the floor surface, up to nine (9) feet in height. Dusting shall be accomplished by the removal of soil from the area- not by moving it from one surface to another. This includes the cleaning of the atrium wood ledges. Dusting shall be completed using micro dusting wipes. 12 25A-23 RFP 13-015 5.3.12Daily Emptying of all Trash and Ash Receptacles: All waste baskets, cigarette ash receptacles and other trash containers shall be emptied and returned to their initial location. Boxes, cans, papers, and other containers marked "TRASH" (or are obviously trash) shall be removed. All waste from such receptacles shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash . All recycle bottles and plastics will be picked up. 5.3.13 Daily General Cleanup: Remove any found litter and clean unsightly soil from building, fixtures, walls, door frames, and surfaces. Remove any spilled liquids or solids. . Remove carpet stains. Pick up abandoned lunchroom trays or utensils and deliver them to the lunchroom. 5.3.14 Daily Rearranging of Furniture: All furniture moved by the Proposer's employees during the performance of services shall be returned to its appropriate location. All items such as trash receptacles or desk chairs shall be moved so cleaning can take place underneath them and then they shall be returned to their appropriate location. 5.3.15 Daily Refilling of Dispensers: Check and refill each toilet paper dispenser, soap dispenser, paper towel dispenser, toilet seat cover dispenser, and feminine hygiene product dispenser. The supplies shall be placed in the dispensers in accordance with the directions of the supply and dispenser manufacturers. Soap dispensers and adjacent surfaces shall be wiped to remove spillage. Care shall be taken not to damage, dent or bend the dispenser. 5.3.16 Daily Removal of Carpet, Chair Upholstery & Panel or Wall Fabric Stains: Clean all stains as quickly as they are found, so as not to allow them to set into the fabric. If the stain is a coffee spill, use product similar to Interface Coffee Breaker (supplied by Proposer) and follow manufacturer's recommended procedures. Do not extract or blot. Simply spray affected area. 5.3.17 Daily Replacement of Trash Receptacle Liners: All soiled or torn trash receptacle liners shall be placed with a new trash receptacle liner. The liner shall be replaced in such a manner as to present a neat uniform appearance. 5.3.18 Daily Spot Cleaning of Building Surfaces Furniture and Fixtures: Remove smudges, fingerprints, marks, streaks, tape, etc, from the surface of ledges, windows, partition glass, window sills, fire extinguishers, counter tops, walls, doors, door frames and sills, pictures, partitions, rails, and other type of fixtures and surfaces. This includes all items from the floor surface to 11 feet in height. Care shall be taken not to permanently mark, scratch or discolor the surfaces. 5.3.19 Daily Spot Cleaning of Trash Receptacles: Remove nonpermanent stains and soil from the interior and exterior of trash receptacles. 13 25A-24 RFP 13-015 5.3.20Daily Cleaning of Outside Patios, Balconies, and Building Entryways (both in front of Police Facility & Jail): Remove cobwebs from overhead surfaces and lights affixed to the building entryway areas. This includes cleaning the exterior of glass and metal doors, door thresholds and hardware. Sweep the two (2) fourth floor patios and wipe down their handrails and railings. Sweep or hose down the paver area outside the Community Room entrance and wipe down the handrails outside the PD lobby, Jail lobby and Community Room. Remove any litter, cigarette butts, or bird droppings in these areas too. 5.3.21 Daily Cleaning of Entrance Glass, all Glass Mirrors and Spot Cleaning of Office and Workstation Glass: Clean both sides of all surrounding building entry door glass and entry doors for a uniform appearance free of all smudges, fingerprints, stains, streaks, lint, etc. Remove any paper and tape. Clean all mirrors in restroom, locker rooms, and fitness center in the same manner as above. Spot clean office and work station glass as needed on a daily basis. Clean glass entrance doors to Police facility and Jail twice daily. 5.3.22 Daily Cleaning of Microwave Ovens: Clean inside and outside of all microwave ovens, removing crumbs and spills. 5.3.23 Daily Emptying of Trash in Outside Patios, Balconies, and Entry Door Areas (including the exterior front of the PD, Community Room, Jail, and assigned parkin: Empty trash receptacles and smoking urns in patio, balcony areas, and parking areas. Clean receptacles as needed each time. This includes receptacles that may be placed outside any entry doors, such as outside the front of the police department, jail and police community room, employee north entrance areas. 5.3.24 Daily Breakdown of Cardboard Boxes: Cardboard cartons are to be broken down flat and put into the proper trash container, including any boxes on the loading dock. 5.3.25 Daily Spot Cleaning of Ceilings: Remove any toilet paper, cobwebs, dust buildup and other debris from the ceiling, ceiling vents and ceiling light fixture holders. 5.3.26 Daily Dusting of Walls and Ceilings: Remove all dirt, lint, litter, cob webs, dry soil, etc., from walls and ceilings. 5.3.27 Daily Cleaning of Wood Furniture: Care shall be taken not to scratch or mark wood surfaces, while insuring that they have been thoroughly cleaned. 5.3.28 Daily Cleaning of Fitness Center Exercise Equipment: Wipe down all metal to polish off shoe marks and sweat stains. Clean upholstery and wipe off shroud and side rails of the treadmills, as well as the consoles on all treadmills and other machines to remove sweat and stains. Clean tops of any rubber mats and under each treadmill by extra-vacuuming up the dust and black motor powder. 5.3.29 Daily Safety and Precautionary Measures: Secure work area and equipment to prevent passage by the general public and City staff, and denote it as such. Work area and 14 25A-25 RFP 13-015 equipment shall stay under that condition until work is complete, equipment is vacated, and passage is safe by the general public and Police Department employees. The proper quantity and type of safety signs, such as "caution wet floor shall be placed by the Proposer's employees every time conditions exist that warrant such signs. Signs are to be picked up and stored in the proper janitor room once the condition no longer exists to warrant such signs. 5.3.30 Weekly, Clean Two (2) Police Lunchroom Refrigerators: (One refrigerator - on Mondays, one refrigerator - on Fridays). Clean interior and exterior of refrigerator surfaces. Dispose of all food and temporary containers. Do not dispose of permanent containers, such as those made of class or metal. Empty contents of permanent containers, wash them and leave the permanent containers in the designated lunchroom area. 5.3.31 Weekly Spray Buffing of Hard Floors: Clean and restore a uniform gloss and protective finish to resilient tile or terrazzo floors that are finished with a floor finish. All chairs, trash receptacles, etc. shall be tilted or moved where necessary to spray buff underneath. The entire floor shall have a uniform, glossy appearance, free of scuff marks, heel marks, and other stains, and shall be removed from baseboards, furniture, trash receptacles, etc. 5.3.32 Weekly Dusting of Blinds and Draperies: Clean all blinds, shades, and draperies. Care shall be taken not to spread dust into the air. 5.3.33 Weekly Dusting of Ceiling, Atrium ledges Lunchroom drywall ledges and Wall HVAC Vents: Clean all HVAC vents and area immediately surrounding them. Dust all atrium ledges at the glass/wood railing areas and at the atrium stairs. Dust lunchroom drywall ledges. Care shall be taken not to spread dust into the air. 5.3.34 Weekly High Dusting: Remove dust, cobwebs, oily film, etc., from all fixtures and surfaces above 11 feet from the top of the floor. This includes lights, grills, light fixtures, pipes, sprinkler system, cables, ledges, walls, atrium wood and ledges, ceilings, vents, etc. Care shall be taken not to spread dust into the air. Dust free products shall be used such as micro fiber dusting rags. 5.3.35 Monthly Machine Scrubbing of Glazed Tile and Stone Floors: Deep cleaning to be performed in a manner to remove heavy stains, mildew and mineral deposits from the surface. After scrubbing, the surfaces shall be rinsed thoroughly to remove all remaining cleaning solution. After cleaning, the floor and grout shall have a uniform appearance free from film, minerals, deposits, corrosion stains, etc. Areas not accessible with the buffer shall be manually scrubbed with an abrasive pad. Apply sealer to tile areas, after machine scrubbing except in shower areas. 5.3.36 Quarterly Re-Waxing Vinyl & Tile Floors: If there are black marks, marks from chair glides, or imbedded soil in the finish, they shall be removed before re-waxing. A uniform coat of approved floor finish shall be applied. After the finish has dried, the appearance shall be uniform with no visible stress marks, swirls, etc. Remove all stripping or 15 25A-26 RFP 13-015 detergent solution from the baseboards, door, or other non-floor surfaces and in adjacent spaces. 5.3.37 Quarterly Carpet Cleaning: Carpet cleaning is usually done on a quarterly basis, coordinated through the Police Administration Manager to determine exact cleaning locations. Care shall be taken to insure the carpet is thoroughly cleaned and dry prior to opening the area up to foot traffic. 5.3.38 (Quarterly Cleaning/Wipe-down of Vehicle Storage Lockers: Wipe down the outside lockers of any dust, dirt, or debris. Care shall be taken not to spray any cleaning solution or water directly into the lockers through the open slots. 5.3.39 Strip and Refinish Tile Floors (as needed): All non-fixed furnishings such as tables, chairs, desks, trash receptacles, storage containers shall be removed prior to stripping unless exempted by the City. Remove all removable marks, heel marks, scuff marks, rust stains, gum and other types of stains and soil. Manual scrubbing devices shall be used in areas inaccessible to the floor machine. 5.3.40 Bi-Annual Window Cleaning: Completely remove dust, cobwebs, smudges, tapes, oil film and other types of soil from all interior windows and partitions. Remove drip and splash marks from all adjacent surfaces. Glass in open space and office partitions, entry glass doors and entry area glass panels are included in this project (including police facility & Jail facility). The two (2) atrium skylights in the ceiling of the police facility, Community Room and Lunchroom skylights, and the exterior of the facility windows are not included in this project. 5.3.41 Daily Cleaning of Lunchroom: The entire police lunchroom, including cashier, restrooms, eating areas, vending machines, hallway, glass and painted doors, and refrigerators are all included in this contract. Areas should be cleaned so grease, dirt, food particles, trash and other litter are thoroughly cleaned and removed from surfaces. This area needs to remain a healthy and clean environment on a daily basis. 5.3.42 Weekly Hose Wash and Trash Pick Up of Exterior Canine Kennels and Trash Compactor Area: Using department supplied hose, wash down area into floor drain. Pick up trash. 5.3.43 Stairwells: As needed clean/mop the four cement stairwells located at each corner of the PD Facility. 5.4 Specific areas to be Maintained 5.4.1 Jail Facility (on a daily basis) First Floor- Medical Offices- 1 H 112, 1 H 114 and 1 H 115 Central Control Room and 1 employee restroom Kitchen Restroom 1 B and 1 C Booking (employee area only) 16 25A-27 RFP 13-015 Booking area restrooms 1D and lE Attorney Visitation Watch Commander's office Exterior Jail Sallyport Second Floor- All of Jail lobby and 2 public restrooms Exterior entrance area Room #2144 Jail Administrator Room #2145 Jail Manager Room #2149 Jail Manager Jail Briefing/roll call room and 1 employee hallway restroom All of Records and Administration areas including 2 restrooms, hallways and coffee car area, conference room Visitor Hallway Sallyport hall and release vestibule (exterior and interior) Third Floor- Medical Offices- Room #3H108, 3H109 Citizen visitation area, including visitor elevator Staff Restroom 3A Room #3H110 Fourth Floor- Medical & Dental Offices- Room #4H108, 4H 109 Citizen visitation areas Staff restroom 4A 5.4.2 Police Facility- day use areas First Floor- Room #1113 K-9 Office Room #1159 Building Maintenance Office on Loading Dock Roll-Call Room Room #1219 Property & Facilities Division Commander Men's and Women's locker rooms, rest rooms West men's and women's restroom Second Floor- PD Lobby Room #2136 Patrol Bureau Commander Room #2119 Press Information Officer Room #2122 District Commander Room #2124 District Commander Room #2125 District Commander Room #2128 District Commander Room #2130 Professional Standards Commander Room #2175 Traffic Division Commander Room #2172 Records Manager Room #2161 Station Supervisor Room #2163 Watch Commander Sgt. Office Area 17 25A-28 RFP 13-015 Third Floor- Fourth Floor- West men's and women's restroom Lobby men's and women's restrooms Lunch Room Report Room Hallway between report room and Record's officer counter Records Evidence office area and viewing room Room #3160 District Investigations Division Commander Room #3213 Investigations Bureau Commander Room #3167 CAP Division Commander Special Investigations Area West men's & women's restrooms Room #4171 Chief of Police Area: Chief's Office, & restroom, conference room and administrative, clerical and copier areas, and Intelligence Sergeant's Office Room #4164 Room #4166 Room #4167 Room #4168 Room #4160 Room #4162 Room #4156 Room #4151 Room #4157 Computer Services Manager Room #4146 Fiscal office area: file room, Fiscal officer and employees Room #4131 Computer office Room #4155 Crime Analysis Room #4159 Personnel interview room Room #4116 Vacant Room #4119 Communication Division Commander, 2 restrooms, break room, 911 area Room #4224 Training Division Commander Room #4227 Video training area: four (4) rooms Room #4212 Driving simulator room Room #4244 Area: seven (7) Professional Standards offices, conference room, file room and reception area 5.4.3 Police Facility- high use areas First Floor- All of Men's and Women's locker rooms, restrooms, showers, and sleep centers. Bruce R. Carlson Fitness Center and aerobics room Hallway Room #1119 Roll-Call Room Men's and Women's west side restroom 18 25A-29 RFP 13-015 Exterior parking lot and both levels of parking structure 2 Atriums Second Floor- Room #2114 Patrol conference room Suspect interview rooms and mug/print rooms Room #2145 copier room Room #2161 Station Supervisor & juvenile holding rooms Room #2162 Watch Commander's administrative office Room #2163 Watch Commander Main north/south patrol carpeted hallways All of Police Records and Front counter area Lobby and two restrooms Officer report room Hallway to lunchroom Lunchroom and two restrooms Community Room, foryer, and two restrooms Third Floor- Men's and Women's westside restrooms Fourth Floor- All of Communications Division, including office, break room, two restrooms, hallways, and TRU area. 5.4.4 Police Facility- general areas All areas highlighted on floorplans, attached to this RFP 5.5 Staffing 5.5.1 Staffing Requirements- The Proposer shall insure the specified work hours shall be met at all times. A detailed staffing plan shall be submitted as part of the proposal. Please include plan for Monday-Friday and also weekends and holidays. 5.6 General Work Schedule (Subject to change) 5.6.1 Jail Facility: All Jail areas shall be cleaned between 6:00 AM and 10:30 PM, seven (7) days a week including Holidays. 5.6.2 Police Facility- areas listed in section 5.4.2: Shall be cleaned between 6:00 AM and 2:30 PM, five (5) days a week (Monday-Friday), excluding Holidays. 5.6.3 Police Facility- areas listed in section 5.4.3: Shall be cleaned between 2:00 PM and 10:30 PM, seven (7) days a week, including Holidays 5.6.4 Police Facility- general areas highlighted on floorplans: Shall be cleaned five (5) days a week (Monday-Friday) excluding Holidays, between 2:00 PM and 10:30 PM. 5.6.5 City Holidays: Shall be the dates designated by the City to be City holidays 19 25A-30 RFP 13-015 New Year's Day Martin Luther King Day Lincoln's/Washington's Birthday Memorial Day Independence Day Labor Day Veteran's Day Thanksgiving Day Day After Thanksgiving Christmas Eve Christmas Day Holidays falling on weekend days may affect the observance day for the Holiday. The Police Administration Manager shall supply actual dates of City Holiday's to the Proposer at the start of each calendar year. 6.0 QUALITY CONTROL 6.1 Quality Control Program: Shall be submitted as part of your proposal and shall include at a minimum, the following: 1. Monthly inspection system covering all the services listed in Section 5 of this RFP. It shall specify each office, room and/or general area listed in this RFP and its observed state of cleanliness. 2. Methods for identifying and correcting and correcting deficiencies in quality of service. 3. Proposer shall maintain a file of inspections conducted and when applicable, take corrective action. A copy of each inspection and documented corrective action shall be delivered to the Police Administration Manager within seven (7) calendar days from the date of inspection. This collected data shall become part of a general database used by the proposer as a basis of establishing and modifying maintenance procedures. 6.2 Quality Assurance: The Police Administration Manager shall monitor the Proposer's performance using the agreed upon inspections, standards and schedule as outlined in this RFP. The Police Department staff shall conduct facility inspections and cleaning deficiencies will be noted. A copy of this facility inspection shall be given to the Proposer's on-site supervisor within seven (7) calendar days of the inspection to allow for correction of any noted areas not being cleaned to the levels described in Section 5 of this RFP. If continued deviation from performance standards occur and Agreement Discrepancy Letter (Attachment 2) shall be prepared by the Police Administration Manager and issued to the Proposer. Upon receipt of an Agreement Discrepancy Letter, the Proposer shall respond in writing to the Police Administration Manager within five (5) business days acknowledging the reported problem and presenting a program for immediate correction or presenting contrary evidence. 20 25A-31 RFP 13-015 7.0 ANCILLARY FACILITY INFORMATION 1. There are approximately 725 police department and jail facility perimeter windows to be cleaned (interior of the window only). 2. There are approximately 445 workstations and office desks throughout the police department and jail. 3. There are 10 restrooms in the Jail. 4. There are 23 medium to small restrooms to be cleaned 5 days-a-week within the police facility. 5. Trash cans: There are approximately 512 office/workstation areas that contain 10"W x 10"D x 15"H size bullet shaped trash cans. There are approximately 115 Peter Pepper 18"D x 31"H fiberglass receptacles with 11 3/a " openings throughout the interior of the facility . Other open office areas, exterior parking and exterior visitor areas contain 40 Rubbermaid and 55 gallon round Brute trashcans. 8.0 PRICE PROPOSAL Proposers shall provide monthly and fiscal year pricing, using the attached Cost Summary From, for janitorial maintenance services. Proposers shall submit all pricing separate from the other elements of their proposal and they should be properly sealed. (Note: The City accepts only F.O.B. Destination Santa Ana, California). 9.0 ESCALATION CLAUSE The City requires bonafide proof of cost increases prior to any price escalation adjustment, including any state mandated minimum wage increases. A minimum thirty (30) days advance notice in writing is required to secure such adjustments. No retroactive pricing adjustments shall be considered. The City shall enforce, adjust, or cancel escalating price agreements as it sees fit. The net dollar amount of profit shall remain firm during the period of this agreement. Adjustments increasing the proposers profit shall not be allowed. 21 25A-32 RFP 13-015 PRICE SUMMARY FORM Complete both pages of this form and submit in proposal Total price for janitorial maintenance services $ Year 1 of contract (Fiscal year 13-14) Total price for janitorial maintenance services $ Year 2 of contract (Fiscal year 14-15) Total price for janitorial maintenance services $ Year 3 of contract (Fiscal year 15-16) Breakdown information: Fiscal 13-14 Fiscal 14-15 Monthly staffing price $ $ Monthly supply price $ $ Other Monthly price $ $ Additional Services Fiscal 13-14 Fiscal 14-15 Carpet cleaning $ $ (Price per square foot) Upholstery cleaning $ $ (Price per hour) Fiscal 15-16 Fiscal 15-16 Steam cleaning $ $ $ (Price per hour) Dayporter Services $ $ $ (Price per hour) *Any additional price breakdown information is welcome but shall be submitted on a separate page attached to this summary form. The City gives preference to firm pricing. Proposals specifying a maximum escalation percentage during the period of this pricing agreement shall be given preference over those offering unspecified price escalation. 22 25A-33 RFP 13-015 PRICE SUMMARY FORM Page 2 continued PROPOSER STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the RFP. Upon request I shall transfer and deliver goods or services to the City in accordance with said terms and conditions. Complete Legal Name of Company Phone Number Fax Number Business Address City/State Zip Code Signature of Authorized Proposer Printed Name Date Title of Authorized Proposer Phone Number 23 25A-34 RFP 13-015 Proposal for Qualification for Providing Janitorial Maintenance Services For the Santa Ana Police Department Qualifications Name of Proposing Company: Primary Contact (name): Phone Number: Fax Number: Vendor's Location: Principal: Secondary: Location to handle this Agreement: Invoice Processing Location: Name of Agreement Administrator: Phone Number: Fax Number: Email address: Summary description of organization and ownership of your firm: Number of years your firm has been in the janitorial maintenance industry: 24 25A-35 RFP 13-015 VENDOR'S REFERENCES This sheet must be completed in full and returned with vendor's proposal. List and describe fully the last three contracts performed by your company, which demonstrate your ability to provide services in accordance with the specifications in herein. Attach additional pages if necessary. 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: Contact Individual: Address: Phone Number: Contract Amount: Description of services provided: Reference No. 2 Contact Individual: Customer Name: Address: Contract Amount: Description of services provided: Year: Phone Number: Year: Reference No. 3 Customer Name: Contact Individual: Address: Contract Amount: Description of and services provided: Phone Number: Year: 25 25A-36 RFP 13-015 CERTIFICATION OF NONDISCRIMINATION BY CONTRACTORS As suppliers of goods or services to the City Of Santa-Ana, the Firm listed below certifies that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding nondiscrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. WE AGREE SPECIFICALLY: 1. To take affirmative steps to hire minority employees within the company. 2. To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels. 3. To communicate this policy to all persons concerned, including all company employees, outside recruiting services, especially those servicing minority communities, and to the minority communities at large. FIRM TITLE OF PERSON SIGNING SIGNATURE DATE Please include any additional information available regarding equal opportunity employment programs now in effect within your company. 26 25A-37 RFP 13-015 SANTA ANA POLICE DEPARTMENT FACILITY SECURITY RULES All contract personnel, including janitorial staff shall adhere to the following rules. 1. Do not admit any person into the police or jail buildings or onto the fenced and gated grounds. 2. Never enter any inhabited or locked areas that contain arrested individuals and always follow the security directions of all police and jail staff. 3. No weapons, drugs, alcohol, pornographic material or other contraband are permitted on facility grounds. 4. You are subject to search, if any police officer or correctional officer deems it necessary to insure facility security rules are being followed. 5. No casual contact or conversation shall take place between you and any suspect, arrestee or inmate. 6. Immediately inform the nearest police officer or jail staff member of any solicitations for contact or conversation by suspects, arrestees, or inmates. 7. In the event of disturbance with the facility, immediately follow the directives of police or jail staff without question. 8. Insure any exterior door you utilize is closed and secured after use. 9. Properly use your issued access cards and keys, keeping them on your person and not loaning it to anyone. Do not leave the premises at any time with you r issued access card or keys with you. They shall be turned into the Police front desk each time you leave the premises. 10. Items including access cards, keys, personal items, uniforms and equipment that are lost, missing or stolen shall be immediately reported to the Police Administration Manager. It. Do not use any police or jail facility equipment, such as exercise equipment, telephones or sleep center beds for your personal use. There are pay phones available in the lobby. 12. Do not keep or remove from the premises, any items found in trash receptacles or that have been identified as "no longer needed". I have read and received a copy of these Facility Rules. Date: Print Name: Signature: 27 25A-38 RFP 13-015 SAMPLE FORMS FOR AGREEMENT Date Janitorial Company Address City, State Zip Regarding: AGREEMENT DISCREPANCY LETTER Dear Agreement Administrator: The contractual agreement your company has with the City of Santa Ana (contract #), specifies your on-site Supervisor has seven (7) calendar days to correct any documented areas that do not meet the specified cleaning standards listed in the contract. On ------date------, the attached facility inspection was performed and listed cleaning deficiencies were noted. A copy of this listing was given to your on-site Supervisor, who has had seven (7) calendar days to correct the documented deficiencies and meet the contractual standards. This Agreement Discrepancy letter is to notify you that continued deviation from performance standards has occurred. You are required to respond back in writing within five (5) business days acknowledging the reported problem and present a program for immediate correction or present contrary evidence. Sincerely, Chris Laugenour Police Administration Manager 28 25A-39 RFP 13-015 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers, and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such issuance 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 or organization would have as a claimant if not so included. 4. With respect to the additional insured, this insurance shall not be cancelled, or material reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy #_ Issued to Named Insured Countersigned by. 29 this endorsement form as part of Authorized Representative 25A-40 RFP 13-015 CUSTODIAL MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered on this day of by and between A California corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skills and knowledge in the field of custodial services, to provide custodial maintenance services to the Santa Ana Police Administration and Jail Facility. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 Contractor shall provide custodial services fro the Santa Ana Police Administration and Jail Facilities, as set forth in City's Janitorial Maintenance Request for Proposals, dated , on file with the Santa Ana Police Administration Building and portion of which is attached hereto as Exhibit A, and Contractor's Proposal, dated , attached hereto as Exhibit B and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, shall not exceed an annual amount of $ during the term of this Agreement. Invoices shall be submitted by Contractor for payment on a monthly basis. b. Invoices: Upon delivery and receipt of invoices, the City shall pay (30) days after date of invoice and upon the approval of services by the Police Administration Manager or designee. Monthly invoices, submitted in duplicate, shall be mailed to: Chris Laugenour Santa Ana Police Department Police Administration Manager P.O. Box 1981 Santa Ana, CA 92702 30 25A-41 RFP 13-015 3. TERM This term of this Agreement shall be for an initial three (3) year period, commencing on with two (2) additional one-year options to extend, provided that performance is deemed acceptable and if agreeable with the Contractor, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance, and similar taxes relating to employees including monthly parking fees, and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with full executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor 31 25A-42 RFP 13-015 agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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. d. If the Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect 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. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property or damage, which may arise from the direct or indirect operations of the Contractor its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY 32 25A-43 RFP 13-015 If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like insurance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No person having such interest shall be employed by or associated with Contractor. 9. 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 telefacsmile 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 Telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana Police Department Administration City of Santa Ana 60 Civic Center Plaza (M-97) P.O.Box 1988 Santa Ana, CA 92702 Telefacsimile (714) And City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O.Box 1988 33 25A-44 RFP 13-015 Santa Ana, CA 92702 Telefacsimile (714) 647) 6515 To Contractor: Janitorial Company Name Address City, State Zip Fax # A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, any communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issue by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVELY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement shall not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized service of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by either party upon ninety (90) days written notice of termination to the other party. 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: 34 25A-45 RFP 13-015 a. As condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all the applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. COMPLIANCE WITH GOVERNEMENTAL REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statues, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, the Displaced Janitorial Opportunity Act, Section 1 Chapter 4.5 (commencing with Section 1060) added to part 3 of Division 2 of the California Labor Code, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 54 et seq. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that the signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 35 25A-46 RFP 13-015 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. IIN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and first above written. ATTEST: CITY OF SANTA ANA X X Na me Clerk of the Council APPROVED AS TO FORM: Name City Attorney By: Name City Manager CONTRACTOR Company's Name By: 36 25A-47 25A-48 EXHIBIT B io 25A-49 ABM Building Value Prepared for: City of Santa Ana Police Department 20 Civic Center Plaza Santa Ana, CA 92702 Prepared by: ABM Janitorial Services Ron Dallas Regional Account Manager ron.dallas@abm.com 909-374-8121 April 15. 2013 25A-50 ABM, Building Value April 15, 2013 City of Santa Ana Attn: Eva Goods Purchasing Department M-16 20 Civic Center Plaza Santa Ana, CA 92702 Dear Eva: Janitorial Division 165 Technology Drive, Suite 100 Irvine, CA 92618 Office: (949) 585-5989 Fax: (949) 585-5994 We understand that the City of Santa Ana Police Department needs a quality-oriented, cost-effective janitorial services program that will meet your needs and build value for your facilities. With our level of expertise, ABM will provide you with reliable, quality service that makes the most of your operating budget. When considering our service, please take into account the following: • ABM has a long history in the cleaning industry spanning a century. • ABM is a financially stable corporation. • ABM Janitorial Services is a proven industry leader as confirmed by our reputation in the marketplace. • Our management team is unequalled in both depth and experience in serving buildings such as yours. • ABM Janitorial Services has a stable workforce of trained supervisors and cleaning personnel that can ensure a swift response to any emergency situation that may arise. The City of Santa Ana will get an industry-leading contractor with ABM. We will provide high quality service at a competitive price. ABM Janitorial Services brings extensive experience in serving your industry and will be an excellent partner for the City of Santa Ana Police Department. We strive to meet and exceed your expectations through teamwork, innovation, and a commitment to customer satisfaction. Our entire organization stands behind this proposal and we consider ourselves personally responsible for all the commitments made to you. If there is any additional information I might provide, please don't hesitate to call me at 909-374-8121 or send me an email at ron.dallas@abm.com. All of us at ABM are ready to put our solutions to work for you. Respectfully yours, ABM Janitorial Services Ron Dallas Regional Account Manager www.abm.com NYSE Symbol: ABM 25A-51 ABM Building Value Executive Overview ................................................................................................................................... ...........1 ABM History Timeline ......................... ............. ..._.............................. ................................ ............. .......... ........... 2 ABM at a Glance ....................................................................................................................................... ...........4 Should Your Facility Needs Expand ........................................................................................................ ...........5 Planning for a Seamless Transition ........................................................................................................ ...........6 Our People ................................................................................................................................................ ...........8 Training Program ................................................................................................................................... ........ 13 Adequacy of Labor .......................................... ..... .......... .......... ........................ ........ ............................. .. ........ 14 Managing Risk through Safety Programs .......... ............ ................................ .................. ...... ................. ........ 18 Green Cleaning Overview ......................................................................................................................... ........ 21 Equipment, Supplies and Chemicals ....................................................................................................... ........ 22 Quality Assurance Program .................................................................................................................... ........ 24 Uniforms - Yours or Ours ....................................................................................................................... ........ 26 Sample Certificate of Insurance ................................................................................................................ ........ 27 Tabs: 1) References 2) Statement of Work- Specific Work Plan (Proposed Staffing Plan) and Periodic Calendar 3) Proposal Qualification Form 4) Certification of Nondiscrimination by Contractors 5) Financial Documentation/ABM 2012 Annual Report 6) Sample Certificate of Insurance 7) City of Santa Ana Police Department RFP/ Addendum One Note: Price Proposal - Pricing Summary - Enclosed in separate envelope. 25A-52 ABM Building Value E__ e a J. i ° Overview Building Value for the City of Santa Ana Police Department The City of Santa Ana Police Department needs a facilities partner who builds value for you by reducing operating expenses while keeping your facilities safe, clean, comfortable and energy efficient. With our people and our technology, we'll preserve your assets and increase their performance-maximizing their value for you. Service excellence and industry expertise To deliver you a quality, cost-effective uniform standard of service, we use our own highly qualified employees. We've got the expertise to understand your industry and empower our workforce to provide you with reliable, high-quality service specific to your needs. Plus, with our nationwide presence, we've got local experts who understand the unique needs of your area. Breadth of services In addition to the services proposed here, you can rely on ABM for virtually all of your facility needs. You'll receive simplified support for all of our solutions, whether stand-alone or integrated. Technology-enabled workforce In addition to intensive training, the workforce serving your facility will use our award-winning, innovative technology to drive efficiencies, lower costs and ensure compliance. Your service delivery will be streamlined with the use of technological tools that will allow both the City of Santa Ana and ABM to have greater access and transparency to your account. Guaranteed energy and sustainability solutions The City of Santa Ana's sustainability objectives will become ours. We'll help you meet short-term goals, like green cleaning, and we can help you establish and meet long-term goals for water efficiency, energy consumption, materials and resources. We have a Director of Sustainability and certified LEED APs who are ready to work with you on specific plans to update your systems and increase efficiencies to meet your sustainability goals. kki 25A-53 ABM Building Value -fistory Timeline ABM began as a modest window cleaning business in San Francisco back in 1909. With just a mop and a bucket, thirty-one-year-old Morris Rosenberg's pioneering efforts began an organization that stands today as one of the largest and most successful of its kind. His ambition, hard work, and vision paved the way to the facility services industry as we know it today. 1913 To mark its expansion from window washing into complete janitorial services, Morris changes the name of his business to American Building Maintenance Company. 1920 On the strength of Morris Rosenberg's strong customer relationships with several prominent owners of office buildings and movie theaters on the Pacific Coast, the company opens offices in Los Angeles, Portland and Seattle. 1932 ABM now has roughly 1,500 employees, and clients that include banks, theaters, office buildings, department stores and one university 1945 By the end of World War Il, the company had opened 17 new offices in the United States and Canada. New branches include: Dallas, Detroit, New York, Miami. Houston, Minneapolis and Toronto. 1955 ABM accelerates expansion both geographically and in terms of the services that it provides to customers. By the end of this decade, ABM's versatility seemed endless, with cleaning tasks spanning floor waxing, wall washing, fluorescent light cleaning, disinfecting and more. ABM also sent out elevator operators and security people, and was a vital presence in every kind of building imaginable. 1967 Ampco Auto Parks, which will be renamed Ampco System Parking in 1993, becomes the newest subsidiary of the company. The company adds a mechanical services subsidiary by acquiring Commercial Air Conditioning of Northern California and American Air Conditioning of Los Angeles. The combination of these two organizations was at first called Commercial American Air Conditioning, but was soon shortened to CommAir Mechanical Services. 1971 By consolidating its various security units and appointing a general manager to ABM Building Value oversee the entire operation, the company adds a formal security services subsidiary, ABMI Security Services. 1972 The stock of the Company is listed on the New York Stock Exchange 1982 The company moves into several more cities, marked by ABM's parking services assuming management of its first parking garage in New York City, and the lighting subsidiary opening branches in Dallas and Denver. The security subsidiary entered the Dallas and Oklahoma markets while ABM's janitorial subsidiary also opens an office in downtown Boston, a key to its eventual expansion plans for New England. 1991 In the facility services arena, ABM Engineering Services becomes a separate subsidiary. 1994 To reflect the diversification of American Building Maintenance Industries into complete facility services, the company's name is changed to ABM Industries Incorporated. 2002 ABM made what was then its largest and one of the most important acquisitions in its history with the purchase of Chicago-based Lakeside Building Maintenance Inc., the largest privately owned janitorial contractor in the Midwest. 2007 ABM acquires OneSource Services and further strengthens growth prospects in the global market 2010 ABM acquires Diversco, Inc. strategically expanding ABM's janitorial and security businesses ONESOURCE 2010 ABM acquires The Linc Group, LLC enhancing and ' transforming our engineering and energy businesse THELI11C,y ' Grqup An ABM Com wM ABM Building Value T" 1 g A ;.., 1, ; We provide commercial cleaning and maintenance, facility engineering, energy efficiency, parking and security services for sites of all sizes in the United States and abroad. With fiscal 2012 revenues of $4.3 billion, nearly 100,000 employees and 300 office locations, we build value for our clients with our stand-alone and integrated service solutions. Highlights $4.3 billion in annual sales 300+ branch offices in the United States, Puerto Rico and British Columbia, Canada Nearly 100,000 service employees ABM Green Care TM Program D&B rating of 5A2 Solutions Electrical Energy HVAC and Mechanical Janitorial Landscape and Grounds Maintenance and Repair Parking and Transportation Security Expansive technology platform Founded in 1909 ISO 9000 compliant for quality and reliability Over 25,000 clients Public Corporation (NYSE: ABM) Sarbanes Oxley Compliant (SOX) Industries We Serve Aviation and Transportation Banking and Financial Services BioPharma Commercial Buildings Education Golf Courses Government Healthcare High-Tech Hospitality Improvement Districts Industrial and Manufacturing Residential Retail Sports and Entertainment [ d Your Facility Needs Expand k- U, C Should your facility needs expand, we have a wide range of services to meet your needs. • Guaranteed energy saving programs • Smart building technologies • EV charging stations • Renewable energy solutions • On-site maintenance technicians • Mobile maintenance technicians Preventative maintenance • Handyman services • Clinical engineering • Green cleaning and recycling services t Carpet and floor care t . • Staffing and specialty services • Clean room and GMP cleaning • Landscape and grounds maintenance • Golf course maintenance renovations 0 • Exterior pest and fertility management • Athletic and sports field maintenance • Irrigation maintenance and management • Revenue enhancement and expense control • Shuttle and transportation service • Special event and valet parking services • On and off street parking management • Security personnel • Video monitoring and virtual guarding 0 • Compliance and investigations • Security consulting and system design • Predictive and preventive maintenance programs • Interior and exterior energy efficiency retrofits and programs 0 • Engineering services, risk assessment and mitigation • Commissioning, start-up and acceptance testing • Life extension, upgrade and modernization • Preventive maintenance programs © Repairs, replacements and retrofits • Engineering and recommissioning 0 Bundled energy solutions ABM Building Value ABM Building Value I1 ,; si{` for less Transition It's an easy shift Your transition process will be painless because we identify your service needs, select the appropriate personnel, create a detailed implementation plan, and communicate it to everyone involved. Our teams will work to create a smooth start-up: free from time-consuming disruptions. Estimated Timeframe Having reviewed your number of locations, breadth of service and requirements, we will transition your account. Our service start-up plan customarily takes place during a four- to six-week period and typically starts within thirty days of an award. Importance of ongoing communication In our years of experience, we've learned that the key to a successful transition is clear, ongoing communication of expectations, objectives and outcomes with all parties involved, particularly with management at all levels on both sides. From the beginning, ABM will hold regular meetings with you to discuss all phases of the transition, identify best practices and implement them, as needed. We will survey everyone on your staff who will be affected by the transition in order to address key concerns. Support and coordination A start-up team will work with the City of Santa Ana to implement the transition plan. The team will remain dedicated until your planned level of service is achieved and your objectives are being met. Review " Plan Engage Manage Hand-Off Leam ABM Building Value Start-Up Plan Below is an example of a start-up plan, showing how ABM becomes an integrated part of your workflow. As we move forward, we will provide a more detailed and customized plan. Once the plan is finalized, we complete your transition timetable, identifying each task, who owns it and its expected completion date. . ..<. --- .- Weekt Post Start Up • Kick-off meeting - transition team • Assign rates 8 iesponsibiiit*s Key Start Up Activities & Discussion topics • t(eporing regwrsmar.is..?... ._r, ,r-• • Special facility needs and consderatiais • Waste management and recycling procedures • Uniform requirements • Develop and document Schedules Assign management team and review current personnel Conduct interviews. background checks & drug testing (as applicable) Setup time recording and payroll procedures Complete training Distribute uniforms and badges to employees Site location verification Identify and document janitor closets Location access - receipt of keys ands or alarm codes Determine equipmentSsuppfv needs & procurement process Order equipment. suepi:es and communication devices ?: .. -umcation devices, and invenlory control 8$ing and Accounting siements & set up procedures Communicate customer requirements to Quality Control Implementation team Problem resolution and escalation procedures Develop Quality Control program (inspections. surreys & KPIs) Train field/customer on communication devices. work order system & QMS inspection systems Define overall process & call center interaction Upload periodic task schedule into QMS WO Management System Order and distribute customer & landlord COls Review sites and areas to self perform and where to subcontract Review selection of subcontractors and hire as necessary Identify outstanding tasks & verify completion of ail transition tasks ABM Building Value , I Our promise to you is fulfilled by our people. Your expectations need to be met by employees who are willing and able to give their best, every day-which ABM's employees have demonstrated consistently. We attract. select and retain employees who will exemplify our core values-respect, integrity, collaboration, innovation and excellence-at every job site. We hire superior employees from diverse backgrounds, give them thorough training, encourage them to be accountable for their work and reward them for exceptional performance- With well-managed people in the right jobs, the City of Santa Ana benefits in many ways: • Higher quality service • Increased productivity and reliability • Professional interaction with employees • Reduced turnover, resulting in more familiar faces and more consistent service • Lower costs as a result of a safer workplace Attract and Recruit Recruiting the best Your facilities will be staffed by highly qualified professionals who were attracted to ABM because of our strong reputation for employee development and retention. Your facilities require personnel who are able to adapt to your culture and present themselves in a friendly, professional manner. That is why we make great efforts to recruit employees who don't just match the job profile. but also will adapt to meet your facility's needs and ABM's culture of learning, teamwork and providing high-quality service. Screen and Select Careful selection to ensure safety and quality Through professional interviewing and selection processes, we select quality candidates who meet your needs. To ensure the safety of your customers, employees and business assets, we provide a range of employee screening packages. We will conduct tiered screening based on your industry's best practices and your business' requirements. ABM Building Value Our screening packages can include any of the following: • Standard background checks • Criminal/sex offender background checks (CORI/SORT) • Credit checks • Drug screening (upon contract requirement) • Professional certification checks • Additional reference checks Train and Develop An emphasis on safety and training To deliver you the reliable, high-quality service that you expect, we develop training programs at the national and regional level, and emphasize best practices and safety. For more detailed information, see the section titled "Training Program" in this proposal. Retain Employee benefits and incentives attract and keep good people Maintaining a broad, competitive benefits program enables us to keep well-trained, experienced employees who are committed to the City of South El Monte and ABM. We provide you with the flexibility to personalize a benefit package that meets your cost objectives while still achieving a work/life balance for the employees. Based on the terms of your contract or collective bargaining agreement requirements, the service workers staffing your city facilities will be offered a selection of benefits that can include the following: • Health and Dental • Paid Vacation • Paid Holidays • Workers' Compensation Grow Encouraging professional growth Another component of our retention program is the support we provide to employees as they grow in their careers. The city facilities will be serviced by employees who are allowed to grow, which typically results in higher productivity and better service quality. Our culture encourages each employee to openly communicate with his or her manager to develop a career path that builds on individual strengths. The quality of each individual employee's service continually improves because of the ongoing coaching facilitated by regular performance reviews. 25A-61 ABAA Building Value O Broach e i meld with you in rVikd ABM's approach to operations management provides you with a facilities services plan designed to specifically address your requirements while taking advantage of our proven, documented methods. We analyzed information gathered from your facility walk-through and fully examined your required specifications. By doing this, we have determined the "best practices" for your facility based on our experience providing similar services to customers in the same industry and infused them into a Day and Night Cleaning program designed to meet your service needs. Before we begin service delivery we will do a complete walk through with an SAPD representative and ABM will provide Santa Ana Police Department with. • Transition Plan - A detailed document that describes key dates and specific tasks ABM will perform before and after service begins. • Communications Plan - Includes the use of log books, call lists, wireless e-mail, two-way radios, pagers and cell phones used by ABM personnel so that service requests can be handled appropriately and efficiently. • Procedures Manual - Documents our standard operating procedures for personnel to study, learn and reference so we accurately perform our services right the first time, every time. • Security Compliance - Appropriate security consistent with the requirements of your facility, which may include key logs and background checks that can be incorporated into your site plan. ABM Building Value Organizational Chart to Support the Santa Ana Police Department Below you will find the services personnel that will support the requested service(s). Irvine Branch Profile We have local resources to service you, and to respond to your emergency needs. This branch will provide you with the knowledge and manpower when, and where you need it. Office Information: ABM (Orange County, Inland Empire & Long Beach) Regional Office: 165 Technology Drive, Suite 100 Irvine, CA 92618 Telephone: 949-585-5900 Fax: 949-585-5994 Square Footage Cleaned: 35 million sq. ft. per night Number of Employees: 1,008 Union Affiliation: SEIU Local 1877 Number of Customers: 273 active accts Annual Sales: $ 34M (2011) Rent Jacobsen Executrae Vice President Mario Medina Reg. Risk Management Dir James M. Ahen Regvnal Vice President, SaCal Steve Martinez Eric Johnson Regional SafetyDrector Vice President. Sales b Marketing SW Nedy4'4arren JeffreyD Leonard Regional HR Dredar Regional Director of Operations Ted Reynoso waterAnticona Branch Manager. OC & E Branch Manager. OC Leda Iict n H Anastasia Kazarian Senior District Manager DiatridManager West Nyland Empire Orange County Tmo Vargas District Manager Mar. LF Lopez Long Beach; E Los Angeles Disdrirt Manager ge County Oran Crib Barrera District Manager Inland Empire ABM Building Value Service Personnel Resumes Below are resumes for the key personnel proposed to support the project outlined in this request for proposal. If you need further information, please contact your ABM representative. James M. Altieri Regional Vice President, Southern California • Originally from Cleveland, Ohio, graduated from Kent State University with a degree in Business Administration • Began his janitorial management career in Cleveland in 1974 • Served as the Vice President of a 20 million-dollar janitorial and security company before he moved to Southern California in 1994 to join ABM. • Over 35 years of experience in the janitorial and service related industries. • Oversees Southern California which encompasses: Los Angeles, Orange, Riverside, San Bernardino and San Diego counties. Jeffrey D. Leonard Regional Director of Operations, Orange County • Joined Bradford Building Services in 1991 - which was later acquired by ABM. • Has been in the commercial real estate industry for over fifteen years. • A graduate of the University of Southern California. • Meets with customers to determine issues, if any. Keeps constant contact with operations personnel and clients to meet and maintain the highest service quality standards. • In charge of overall branch operations for Southern California's Orange County. Walter Anticona Branch Manager • Began his career in the janitorial industry over twenty-five years ago. • Walter has been with ABM Janitorial since 1994 - working his way up the ranks from District Supervisor, District Manager to his current position of Branch Manager. • Promoted to Branch Operations Manager because of his outstanding record in operations over the years • Consistently provides top-quality service to many high profile accounts. ABM Building Value tLL ni icy Program We provide you with employees that have the training they need to successfully perform janitorial services in your facilities, improve efficiency, and develop new skills. Every ABM employee meets the following criteria: • Technically proficient with chemicals, equipment and methods • Familiar with the rules and regulations of your site(s) • Thoroughly trained in job safety • Committed to providing outstanding client service New Hire Orientation and Training During the start-up phase, ABM Project Managers and Supervisors conduct employee training sessions at one of your locations in a classroom setting. These sessions include site-specific rules and regulations, ABM policies and procedures and basic job training. Training for service workers concentrates on specific work tasks. Our Supervisors demonstrate each task step-by-step, detailing the importance of each step along the way, and train them to perform visual inspections before completing work. The Supervisors also provide guidance to the service workers as they work. Once initial training is complete, Supervisors perform recurring reviews to make sure that they are maintaining the City of Santa Ana's and ABM's standards. By empowering our employees with comprehensive training, we are able to minimize deficiencies and quickly identify opportunities for improvement. Recurrent Training Sessions Our managers conduct recurrent training sessions for current and replacement employees at your site(s). These sessions are more technical in nature and concentrate on specific job tasks and duties, such as specialized certifications and interdisciplinary training. Employees are trained in groups specific to their function. Compliance is measured and tracked by attendance, job performance, tests, etc. to ensure all employees are receiving the proper level of training. 25A-65 ABM Building Value of Labor o. q ; ' We have spent many years coming up with workloads to understand exactly how much square footage can be cleaned per hour so our customers receive the maximum value for their facility services dollars without losing the quality of service you expect. Therefore, I have provided you with the numbers below to give you an idea of what can be cleaned per hour at your facility. Square feet cleaned per hour by one full time employee, based on interior building area with medium obstructions: (This information can also be found at The Worldwide Cleaning Industry Association website) Type of Building Average Low High • Government Facility 3,494 2,630 4,359 With the amount of hours we have included in your job per day divided by the amount of total square footage it averages out to 3,201 square feet that we are proposing to clean per hour. This does not include the Project Manager and the Floor Maintenance Crew. If we add them in to the equation it brings the average square footage cleaned per hour to 2,261. Other items that can affect your production rates: ? Hours of building operation Population density Weather conditions C, Hard floor surfaces versus carpeted surfaces C-1 , Public access Customer expectations GENERAL CLEANING MINUTES/EACH Empty trash can (28 qt), replace liner (or see sq. ft. rate - next section) .50 Empty and damp wipe ash tray .14 Damp wipe trash can (inside and outside - 28 quart) .50 Sanitize/polish drinking fountain 1.00 Dust/vacuum blinds 4' by 3' .45 Clean refrigerator- inside & out 20.00 Clean microwave 5.00 GENERAL CLEANING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Empty trash can (28 qt), replace liner 2 30,000 Remove trash from building 1 15,000 25A-66 ABM Building Value DUSTING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR High dusting - vents, corners, 3.00 20,000 lights Low dusting - chair legs, base 5.00 12,000 boards Horizontal dusting - spot 5.00 12,000 cleaning using microfiber cloth, desktops, pictures, computers DETAIL DUSTING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Overheads, behind computers, behind doors 4.00 15,000 RESTROOM CLEANING MINUES/EACH Clean toilet - top/bottom 2.50 Clean sink 1.00 Clean urinal top/bottom 2.25 Clean/disinfect shower stall 7.00 Restroom partitions (wipe down) 2.00/stall Clean fixtures, mirrors, countertops, fill supplies 2.5 per fixture SWEEPING MIN TO CLEA N 1,000 SQ FT SQ FT PER HOUR 24" Push broom 15.00 3,800 26" Push broom 10.00 5,500 28" Battery walk behind sweeper 4.00 15,000 DUST MOPPING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR 24" Dust mop 7.00 6,000 36" Dust mop 5.00 12,000 DAMP MOPPING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR 18" Microfiber flat mop 4.00 10,000 24 oz Mop head w/bucket wringer 12.00 5,000 32 oz Mop head w/bucket wringer 10.00 6,000 CARPET VACUUMING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR 12" Upright vacuum 26.00 2,300 16" Upright vacuum 14.00 4,280 14" Backpack floor tool 8.00 7,400 25A-67 ABM Building Value 28" Battery vacuum 7.00 8,500 DETAIL VACUUM MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Using 14" floor tool backpack to detail vacuum corners, edges, under furniture 5.00 12,000 STAIRWAYS & LANDINGS (5' wide stairwell, 28 steps per floor) MIN PER FLOOR Dust & spot clean all handrails 5.00 Vacuum stairs, landings 2.00 Damp mop with mop/wringer 3.00 Damp mop w/microfiber flat mop 2.00 Check stairwell for litter & debris 1.00 LIGHT FIXTURES Standard 2' x 4' Fixture Remove tubes/clean lens and reflectors and replace tubes 8.00 each Vacuum w/backpack with brush attachment on ladder 2.00 each CEILING VENTS Vacuum w/backpack with brush attachment .45 each WASHING (painted walls) MIN TO CLEAN1,000 SQ FT SQ FT PER HOUR Walls painted w/semi-gloss or higher luster finish By hand with rag/bucket 180 333 18" Microfiber flat mop 90 667 DUST WALLS MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Using 18" Microfiber flat mop 17 3571 WASHING (vinyl walls) MIN TO CLEAN1,000 SQ FT SQ FT PER HOUR Using 18" Microfiber flat mop 60 1000 By hand with rag/bucket 150 5000 SPOT CLEAN WALLS MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Remove handmarks from light switches, doors using Microfiber cloth 2.00 30,000 MACHINE SCRUBBING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR 17" 175 rpm scrub/pickup/rinse 31.00 1,900 20" 175 rpm scrub/pickup/rinse 25.00 2,100 20" Auto scrubber 11.00 5,500 MACHINE STRIPPING MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR 17" 175 _- scrub/pick- 60.00 1,000 25A-68 ABM Building Value up/rinse 20" 175 rpm scrub/pick- up/rinse 55.00 1,100 20" Auto scrubber 22.00 2,700 High speed burnish w/20" 2000 rpm machine 10.00 6,000 Spray buff w/20" 2000 rpm machine 13.00 5,200 APPLY FLOOR FINISH MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Standard finish mop head gravity-feed application- microfiber 20.00 3,000 Bucketless flat mop 20" 15.00 4,000 APPLY FLOOR SEALER MIN TO CLEAN 1,000 SQ FT SQ FT PER HOUR Standard finish mop head 20.00 3,000 Gravity feed applicator - microfiber bucketless flat mop 20" 15.00 4,000 ABM Building Value ,.I throw h Safety rog ra rn Commitment and Belief To maintain our high levels of productivity and work quality and decrease the chance of incidents, we teach safety awareness to each employee. We take these preventative measures to enhance the safety of your tenants and we ensure that training, inspections and reporting are in compliance with government agencies and company policy-yours and ours. In the event that an accident happens, we have developed procedures that enable us to report it immediately, file claims documentation properly and provide employees with the resources to be able to return to work in a reasonable timeframe. Resources As an ABM client you'll have resources to depend on, including specialists in safety, training, prevention, workers' compensation, Sarbanes-Oxley (SOX), liability, claims and insurance management. To manage the safety of your sites and stay ahead of the latest safety procedures, ABM's Safety Committee meets monthly to • Report on training, inspections and incidents • Revisit safety objectives and loss prevention goals • Provide recommendations for the prevention of future incidents • Review monthly Branch Safety Reports Below are a few of the primary tools we use to teach safety awareness and manage performance. • ABM Safety and Health Manual: This manual describes the essential policies related to organizational responsibilities, safety program organization, safe work practices and recordkeeping requirements. It helps us apply procedures consistently at every site. • Safety Communications: ABM supervisors have online access to the ABM library, which includes over 130 training topics. Also available in English and Spanish. • OSHA Injury and Illness Recordkeeping: ABM maintains and monitors the OSHA 300 Log recordkeeping process to comply with Federal requirements, and also to track safety performance at the local level, providing real-time incident rate data. • Motor Vehicle Record (MVR) Check and Driver's Alert Programs: We check employees' personal driving records if they are to drive a company vehicle. Periodic re-checks are made to determine their continued eligibility. In addition, we require that all ABM vehicles have a decal asking the public to report unsafe driving via a toll-free number. ABM Building Value Our screening packages can include any of the following: • Standard background checks • Criminal/sex offender background checks (CORI/SORI) • Drug screening (upon contract requirement) • Professional certification checks • Credit checks Train and Develop • Additional reference checks An emphasis on safety and training To deliver you the reliable, high-quality service that you expect, we develop training programs at the national and regional level, and emphasize best practices and safety. For more detailed information, see the section titled "Training Program" in this proposal. Retain Employee benefits and incentives attract and keep good people Maintaining a broad, competitive benefits program enables us to keep well-trained, experienced employees who are committed to your facilities and ABM. We provide you with the flexibility to personalize a benefit package that meets your cost objectives while still achieving a work/life balance for the employees. Based on the terms of your contract or collective bargaining agreement requirements, the service workers staffing your facilities will be offered a selection of benefits that can include the following: • Health and Dental • Paid Vacation • Paid Holidays • Workers' Compensation G row Encouraging professional growth Another component of our retention program is the support we provide to employees as they grow in their careers. Your facilities will be serviced by employees who are allowed to grow, which typically results in higher productivity and better service quality. Our culture encourages each employee to openly communicate with his or her manager to develop a career path that builds on individual strengths. The quality of each individual employee's service continually improves because of the ongoing coaching facilitated by regular performance reviews. • Loss Control: ABM monitors our Experience Modification Rates (EMR) to better understand and lower our workers' compensation costs. Since an EMIR compares our claims experience to other employers of similar size in our industry, it is a measure of how ABM's loss prevention and control practices stack up to the competition. Our intrastate EMR has been consistently below 1.0, better than the industry average. • Medical Coverage: ABM has partnered with a medical telephonic triage service to give our employees 24/7 access to medical professionals in case of an injury. This program not only advises our employees of the proper care for injuries and when to seek emergency services, but also provides timely reporting of all on-the-job incidents. 25A-71 0 ABM Building Value Monthly Safety Training Topics ABM Loy Out RaDQA - E,mp .y- IUjM ADM SIRAT S MTA $§ AEM FACWI SERWES EMPLOYEE SAAEMIO MMi Tu EmalovM Ruiniw Cmun+? Jn '_ .Kq Ilk IMIOUMCES mac. All ABM employees receive safety orientation upon hire and monthly thereafter. A schedule will be sent out quarterly along with the training material. The material is available in video, CD, on-line and hard copy formats. The attendance roster must be available for inspection at the branch office. A copy of each month's attendance rosters is submitted to the Regional Safety Director by the middle of the following month. Copies must be kept on location as well for the duration of the contract. • Safe Lifting • Fire Safety • Electrical Safety • Personal Protective Equipment • Slips, Trips and Falls • Hazard Communication • First Aid • Safe Driving • Ergonomics Awareness • Natural Disaster Safety • Blood borne Pathogens • Emergency Evacuation • Barricade Training • Forklift Training • Cleaning for Safety • Pandemic Prevention • Site Specific Certification - Lock Out / Tag Out,etc. ABM Building, Value sear Overview The ABM Green Care T"" program focuses on products, tools, equipment, processes and policies. Our program promotes a healthier environment for your building's occupants while significantly reducing the harm done to the environment. Green cleaning also preserves your capital investments (floors, furniture, etc.) because green products are less harsh than traditional products. We use environmentally preferable products and sustainable procedures following the requirements of the U.S. Green Building Council, Green Seal, Environmental Protection Agency, Environmental Choice, and the Carpet and Rug Institute, who provide nationally recognized standards for green products and procedures. Our program is overseen by Alan France, our dedicated Sustainability Director. He is supported by LEED APs and Green Associates located throughout the country. A Flexible Program to Meet Your Sustainability Goals We've made the program flexible by offering three distinct levels. We'll help you take a more holistic approach to green cleaning, whether it's switching to green cleaning products, implementing sustainable equipment and processes or assisting with LEED certification. We'll use our Assessment and Transition Plan Tool to assess your existing sustainability efforts and develop pricing and a transition plan to implement green cleaning. . 1? 011 G? V? Ed 25A-73 ,t r!<<u;'.v .................................... cart l,i, ABM Building Value Quality and efficiency at lower costs The quality of the service that you'll receive is enhanced by our commitment to providing the best delivery, service and employee training on the equipment, supplies and chemicals we use. You save money because we use superior products and methods, requiring fewer man hours. ABM has strong, established relationships with industry-leading supply, chemical and raw material manufacturers that share our commitment to excellence. This affords us cost-control advantages over our competitors and provides you with several distinct advantages: • Best quality products available at the best possible prices • Cost control due to our ability to negotiate long-term, fixed-price contracts with our suppliers • Access to new products and concepts that save time while increasing productivity • Personal attention when it comes to problem solving for you and managers • Prompt deliveries and comprehensive training Equipment ABM has standardized the equipment that our service workers use, providing benefits for our clients, including: • Better cleaning results due to better product and equipment selection • Increased safety because our employees are thoroughly trained and familiar with the equipment • Reduced training time and expense because we limit the types of equipment used • Reduced repair time and, therefore, less equipment downtime Supplies ABM selects supplies based on our quality standards, and the product's overall ability to meet the rigorous requirements established for your facilities. We have a range of products to suit your environment that will maintain maximum efficiency, safety and hygiene. We can tailor product selection as needed to best suit your requirements and offer you a complete solution. ABhA Building Value Chemicals By aligning environmental issues with key business goals, our chemical cleaning program is not only good for the environment-it's good for your facilities. We consider environmental impact, worker safety and product performance when selecting cleaning products. The chemicals we use are premixed by the manufacturer which eliminates the possibility of improper dilution of cleaning. Also, having fewer types of chemicals on-site reduces the risk of property damage, and the packaging of our various types of chemicals helps you and the service workers easily identify improper chemical usage. Our chemical cleaning program benefits you in several ways: • Cleaner, healthier environment for occupants and visitors to your facility. • Improved indoor air quality • Reduced possibility of property damage due to improper use of chemicals • Possibility of reduced liability insurance premiums for your facility ABM advocates consistency at all of our clients' locations by establishing: • Standardized packaging and dilution ratios • Optimal choices of products for each cleaning application • Uniform training on product use • Simplified HazCom programs ABM Building Value We've established a quality culture that focuses on client satisfaction, involves employees, measures performance, and is continuously improving. To support your quality goals and requirements, we use a unifying quality management system that places a variety of processes into a single framework. This framework acts as a starting point from which our customers and ABM will customize a quality program for your facilities. The program will improve efficiencies and allow for greater transparency into your account activity. Your account will be managed with innovative technology tools that improve communication, increase worker productivity and integrate processes to measure results. ABM Managers and service workers will be utilizing laptops, tablets or other wireless devices for data entry and communication. The staff servicing your facilities will be more dependable because of the efficiency and transparency of our systems. Benefits You'll Receive: • Automated communication, resulting in reduced response time • Complete, up-to-date work order status • Round-the-clock access, communication and tracking • Periodic scheduling and tracking • Customized inspection and work order reports providing data for process improvement • Improved client satisfaction • Less time spent managing issues 25A-76 i ABM... Building Value CATEGORY Building: Inspector: QUALITY INSPECTION FORM Floor: Area: Date: Time: ° O F w ? w a w w 8 U w w o- w 7 > a F Q o w w w w U X w 2 w z w w B-Broken, BU-Buildup, DB-Debris, m DT- Dirty, DL-Dull, DU-Dust, o HP-Handprints, CW-Create WO Buildup, - 1 NE-Not Emptied, MI-Maint Item, OPOut of O U Products, SC Z =1 Scratched, SF-Scuffed, SP-Spotted, ST- .qt..kc Medical Offices- 11-1112, 1H114, 1H115 4 3.5 3 2.5 2 1 Central Control Room/ employee restroom 4 3.5 3 2.5 2 1 Kitchen Restroom 1 B and 1 C 4 3.5 3 2.5 2 1 Booking (employee area only) 4 3.5 3 2.5 2 1 Booking area restrooms 1 D and 1 E 4 3.5 3 2.5 2 1 Attorney Visitation 4 3.5 3 2.5 2 1 Watch Commander's office 4 3.5 3 2.5 2 1 Exterior Jail Sallyport 4 3.5 3 2.5 2 1 All of Jail lobby and 2 public restrooms 4 3.5 3 2.5 2 1 Exterior entrance area 4 3.5 3 2.5 2 1 Room #2144 Jail Administrator 4 3.5 3 2.5 2 1 Room #2145 Jail Manager 4 3.5 3 2.5 2 1 Room #2149 Jail Manager 4 3.5 3 2.5 2 1 Jail Briefin /roll call room/employee hallway restroom 4 3.5 3 2.5 2 1 Records and Administration areas 4 3.5 3 2.5 2 1 Hallways 4 3.5 3 2.5 2 1 coffee car area 4 3.5 3 2.5 2 1 Conference Room 4 3.5 3 2.5 2 1 Visitor Hallway 4 3.5 3 2.5 2 1 Sallyport hall and release vestibule (ext/int) 4 3.5 3 2.5 2 1 & Dental Offices- Room visitation areas Room #1113 K-9 Office 4 3.5 3 2.5 2 1 Room #1159 Building Maintenance Office 4 3.5 3 2.5 2 1 Roll-call Room 4 3.5 3 2.5 2 1 Room #1219 Property & Facilities Division Commander 4 3.5 3 2.5 2 1 Men's and Women's locker room & restroom 4 3.5 3 2.5 2 1 West men's and women's restroom 4 3.5 3 2.5 2 1 PD lobby 4 3.5 3 2.5 2 1 Room #2136 Patrol Bureau Commander 4 3.5 3 2.5 2 1 Room #2119 Press Information Officer 4 3.5 3 2.5 2 1 Room #2122 District Commander 4 3.5 3 2.5 2 1 Room #2124 District Commander 4 3.5 3 2.5 2 1 Room #2125 District Commander 4 3.5 3 2.5 2 1 Room #2128 District Commander 4 3.5 3 2.5 2 1 Room #2130 Professional Standards Commander 4 3.5 3 2.5 2 1 Room #2175 Traffic Division Commander 4 3.5 3 2.5 2 1 Room #2172 Records Manager 4 3.5 3 2.5 2 1 Room #2161 Station Supervisor 4 3.5 3 2.5 2 1 Room #2163 Watch Commander 4 3.5 3 2.5 2 1 Sgt. Office Area 4 3.5 3 2.5 2 1 West men's and women's r locker rooms & restroom 4 3.5 3 2.5 2 1 Lobby men's and women's restroom 4 3.5 3 2.5 2 1 Lunch Room 4 3.5 3 2.5 2 1 Report Room 4 3.5 3 2.5 2 1 Hallways 4 3.5 3 2.5 2 1 Records 4 3.5 3 2.5 2 1 Evidence Office area and viewing room 4 3.5 3 2.5 2 1 Room #3160 District Investigations Division Commander 4 3.5 3 2.5 2 1 Room #3213 Investigations Division Commander 4 3.5 3 2.5 2 1 Room #3167 CAP Division Commander 4 3.5 3 2.5 2 1 Special Investigations Area 4 3.5 3 2.5 2 1 25A-77 West men's and women's restroom 4 3.5 3 2.5 2 1 Police Facili Da Use Areas)- Fourth Floor Room #4171 Chief of Police Area 4 3.5 3 2.5 2 1 Office 4 3.5 3 2.5 2 1 Restroom 4 3.5 3 2.5 2 1 Conference Room 4 3.5 3 2.5 2 1 Administrative 4 3.5 3 2.5 2 1 Clerical/copier areas 4 3.5 3 2.5 2 1 Intelligence Sergeants Office 4 3.5 3 2.5 2 1 Room #4164 4 3.5 3 2.5 2 1 Room #4166 4 3.5 3 2.5 2 1 Room #4167 4 3.5 3 2.5 2 1 Room #4168 4 3.5 3 2.5 2 1 Room #4160 4 3.5 3 2.5 2 1 Room #4162 4 3.5 3 2.5 2 1 Room #4156 4 3.5 3 2.5 2 1 Room #4151 4 3.5 3 2.5 2 1 Room #4157 4 3.5 3 2.5 2 1 Room #4146 4 3.5 3 2.5 2 1 Room #4131 4 3.5 3 2.5 2 1 Room #4155 4 3.5 3 2.5 2 1 Room #4159 4 3.5 3 2.5 2 1 Room #4116 (Vacant) 4 3.5 3 2.5 2 1 Room # 4119 4 3.5 3 2.5 2 1 2 restrooms 4 3.5 3 2.5 2 1 break room 4 3.5 3 2.5 2 1 911 area 4 3.5 3 2.5 2 1 Room #4224 4 3.5 3 2.5 2 1 Room #4227 Video Training Area (4) Rooms 4 3.5 3 2.5 2 1 Room #4212 4 3.5 3 2.5 2 1 Room #4244 Area 4 3.5 3 2.5 2 1 (7) Professional Standards Offices 4 3.5 3 2.5 2 1 Conference Room 4 3.5 3 2.5 2 1 File Room 4 3.5 3 2.5 2 1 Reception Area 4 3.5 3 2.5 2 1 Police Facility (high use areas)-First Floor Sleep Centers 4 3.5 3 2.5 2 1 Hallway 4 3.5 3 2.5 2 1 Police Facili Hi h Use Areas - Second Floor Hallway to lunchroom 4 3.5 3 2.5 2 1 Police Facili Hi h Use Areas - Third Floor Men's and Women's westside restrooms 4 3.5 3 2.5 2 1 Police Facili Hi h Use Areas - Fourth Floor All of Communications Division 4 3.5 3 2.5 2 1 Including office 4 3.5 3 2.5 2 1 break room 4 3.5 3 2.5 2 1 two restrooms 4 3.5 3 2.5 2 1 Hallways 4 3.5 3 2.5 2 1 TRU area 4 3.5 3 2.5 2 1 Men's and Women's locker rooms 4 3.5 3 2.5 2 Restrooms 4 3.5 3 2.5 2 1 Showers 4 3.5 3 2.5 2 1 Bruce R. Carlson Fitness Center & Aerobics Rm 4 3.5 3 2.5 2 1 Room #1119 Roll-Call Room 4 3.5 3 2.5 2 1 Men's and Women's west side restroom 4 3.5 3 2.5 2 1 EMerior parking lot & parkin structure (both levels) 4 3.5 3 2.5 2 1 2 Atriums 4 3.5 3 2.5 2 1 Room #2114 Patrol Conference roam 4 3.5 3 2.5 2 1 Suspect interview rooms and mug/print rooms 4 3.5 3 2.5 2 1 Room #2145 Copier Room 4 3.5 3 2.5 2 1 Room #2161 Station Supervisor & juvenile holding rooms 4 3.5 3 2.5 2 1 Room #2162 4 3.5 3 2.5 2 1 Room #2163 4 3.5 3 2.5 2 1 Main north/south patrol carpeted hallways 4 3.5 3 2.5 2 1 All of police Records and Front counter area 4 3.5 3 2.5 2 1 Lobby and two restrooms 4 3.5 3 2.5 2 1 Officer report room 4 3.5 3 2.5 2 1 Community Room, fo er, and two restrooms 4 3.5 3 2.5 2 1 Lunchroom and two restrooms 4 3.5 3 2.5 2 1 25A-78 ABM Building Value Quality Management System ABM's quality management tool is a web-based control system that supports your quality goals and requirements. The system allows both the City of Santa Ana and ABM to view inspection results, work order statuses, periodic maintenance schedules, and reports through a central online portal. ABM focuses on: • Analyzing inspection results • Automating work order management • Establishing and tracking accountability • Continually improving processes Tracking Accountability In order to provide you with transparent accountability, all work requests will clearly define who is responsible for the work and the time involved for completion. The requests will be time stamped, and automatic escalations are triggered by that time, notifying management. You will have the opportunity to measure, quantify and analyze service delivery, alongside ABM management. This process makes it easy to identify and disseminate best practices. As work is accomplished and work orders are closed, the reporting system is updated. Supervisory personnel will follow up with service workers on issues and requests to make certain all work is completed to our high standards. Any problems that emerge from this follow-up are immediately corrected and the communication loop is then closed-but only when our clients are absolutely satisfied. Your facilities will be inspected on a regular schedule, and the data is entered into the system via a wireless device, allowing for real-time access to inspection results. During inspection, tasks are rated on a scale from one to five, producing a percentage of the maximum possible. The total for all tasks during that inspection becomes the quality score for the site(s). Customized quality control inspection reports, showing results and trends will be accessible online or via an Excel spreadsheet. This information allows our managers to determine what actions are necessary to maintain compliance, continuous improvement, and ultimately, your satisfaction. Process Improvement We optimize our processes to achieve more efficient results for you through planning, standardization, employee engagement and other means. We continuously look to identify areas of opportunity and target any problem areas. formulate a detailed strategy, and promptly execute the solution. When we engage in a proactive process improvement strategy, we are able to build upon our foundation of best practices, procedures and processes so you receive the best service. Our quality management system helps us identify where to focus our efforts. Inspections A customized monthly inspection can be created where the data is entered into QMS 24-7 via laptop, Smartphone or other wireless device. Customized quality control inspection reports, showing results and trends, are available on-line or can be downloaded into an Excel spreadsheet. From this information, our managers can determine what actions are necessary to maintain contract compliance, continuous improvement and ultimately, customer satisfaction. ABM Building Value People in your facilities will always be able to recognize the janitorial services staff because they'll proudly be wearing either the ABM uniform or a special uniform chosen to reflect the character of your facilities. The professional image of our service employees is just one more way ABM works to enhance the overall image of your facilities. We understand that establishing an identity and presence at your sites is imperative as security has become heightened in recent years. The power of a uniform doesn't stop there. It also gives our service employees a greater sense of responsibility and accountability. They are required to keep their uniforms looking clean and presentable. Our agreement with vendors enables us to provide you with an array of well-made, high-quality apparel to choose from. • Work shirts, knit polo shirts, slacks and trousers • Smocks and aprons ABM Building Value t Certificate -.) Insurance AEEiR?i ACO Q DATE/ONDO•T,'YYI L _ CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING NSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. IMPORTANT: N the carBBcale holder Is an ADDITIONAL INSURED, the po ieypes) must be endorsed. N SUBROGATION N WANED, subject to tM terms and conditions of the policy, contain policies may require an endorsement A statement on this cetlficate does not confer r!" to the centi6cate holder in lieu of such tea). PRODUCER COnme ml Lines - (4151 541-7900 PHONE FAL AC War ----1- '__.----- .-______.._..._.. Walls Fargo Insurance Servreos USA. Inc. - CA 4ce 0008408 AdQRlss 45 Fmmom Scoot. SURD $00 ___ __ MSYRIA151 AFFORDING COYEMtiE NNCe San Francrseo. CA 94105-2259 _ INSURMA ACE American insurance Company 22667 INSURED msuRtR a: Hanford Fire Insurance CO. 19662 ABM Services. Inc. dbe. ABM Janitorial Seances INSURER C 5200 S. Eastern Avenue INSURER 0 - __ INSVRERE: -- Commerce. CA 90040 INwRlR E THIS IS TO CERTIF" THAT THE POLC ES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POL:Cv PER OD :NOCATED NOrNITHSTANDRX3 ANY REOLMEMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THS CENT FCATE MAY BE ISSUED OR MAY PERTA N. THE NSURANCE AFFORDED By THE POLICIES DESCRIBED HEREIN 'S SUBJECT TO ALL THE TERMS, FXM USIONS AND CONDIT ONS OF SUCH Pot tcir s L IA TS SHOWN MAY HAVE BEEN RFOUCFO BY PAID CLAAfS NISR THE O -URAHCE POLICY [rF POLICY UP POLICY NUMBER MM YY N YYYY Latina eENLMLLWARY A : I, 1 .'uN UCwRI+trA;_ . f XSLG25639171 11:01.'2011 11;0112012 =wo m: X ar.N r -rtR t .:sit iv _ : RRU.IStslt?'?n :.K.,I s _ .OwxC --rl _.L•.us; ?X <K?u+ ._ _. ?LnI t M1AM1r e.,nta...m ;s_ _?>,A,,;w z s ax .m as ''. ?;•LUSU?uaAr, ruu +Y '.s ^om ax X_ Xcu ftN-M-.G=LGA'L:W A++t._S FLR -ROOM IS COUR.O+.YGC.:S ='.000 XIC X S A AVroYOBitt LLS41JTY .. ISAH08245915 11:01;2011 11072012 e:HyN .? I 5 . .... raa :da: _..... X n•.Y A„IV '.. f I dVJ.Y NN 1Y,;.'n N;,^e,; •e,tVS 4 '.O< ''. ? dVJ.Y N,JU4Y 1!'Y >.'..exn, t, S VOY<Y.N NLL X MFLt ai. V> $ UNSAMLA LOS Ocf. t;?t 'CALM UGGV tRLM:_ $ E%(ZSS Lwa a..A NS VAR I ?Afi.,F?rt ?. S --- - ----- ---------- VLU +? Lk :ONf S A o R L t Tr X A A J O'•? WCUC48458510 11.'Di'2Dt 1 11'0I 2012 c AN?iR. a4 E'CRPPR`NER'a,ECLT^: Y N CF=ICFRVFUR-4 FIU:I t'fFM N N.A CA 'r. ! M:iiJl: 11 $ - $1,000.0W SIR _ ,.:1LC C0 mn -:n'. D st Est w L a+AYCt s OH WA OR - $500 000 SIR 000 _ ;.>I:KFI (nV ?Y•tA NXN3'M•r _D,nL L POLICY.I'- S B Employee DtshonestytFidWtty FA0246328.11 11.111.2011 11x0172012 s'sd7:xn Frm rxmnw,:. DESCRIPTgN OF ON£MTIOIlf . LOGTgM'YENCt[s IARaM AGORO 101. AelNbpal R,anMn StllndW. N,Iwn ?P>K? N ngnkM) Evidence of Coverage For Bd Purposes Only. Sample SHOULD ANY OF THE ABOVE DESCRIS ED POLICIES Se CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL Be DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHURIZEO REPRESENTATIVE y .`.....••..'..""'.•-•-^.•,"?•?y,°•?.?"•",-?•?••'". ...-,...., ?Y ,RVRYV,Y AR.VRV 4.VrlrVITArIVIT. Arl ngms rQSQrvea. ACORD 25 (2010105) 25A-81 Santa Ana Police Department Periodic Calendar Quarterly and Bi-Annually Periodic Cleaning Schedule Tasks and 2013 8 9 10 11 12 15 `16 17 13 19 22 23 2? :-5 26 8 9 15 16 22 23 1 2 3 4 7 8 9 10 11 14 15 16 18 21 jo 24 , 25 ?8 ® 31 6 13 14, 20, 27 5 to 12 13 9 20 26 27 1 . 8 9 15 16 22 23 ®® 4 5 6 7 8 No 11 12 13 14 15 18 19 20 21 22 25 26 27 28 MMM 19 25 Weekly Spray Buffing of Hard Floors Clean Two(2) Police Lunchroom Refrigerators Weekly Dusting of Blinds and Draperies Weekly Dusting of Ceiling. Atrium ledges, Lunchroom drywall ledges, and Wall HVAC Vents weekly High Dusting Machine Scrubbing of Glazed Tile and Stone Floors Quarterly Services ' Re-Waxing Vinyl & Tile Floors Carpet Cleaning Cleaning/Wipe-down of Vehicle Storage Lockers Window Cleaning 25A-82 3 4; 5 6 J10 1.1 12 13 ROM 19 20 26 .® RFP 13-015 Proposal for Qualification for Providing Janitorial Maintenance Services For the Santa Ana Police Department Qualifications Name of Proposing Company: ABM Janitorial Services Primary Contact (name): Ron Dallas Phone Number: (909) 374-8121 Fax Number: (949) 585-5994 Vendor's Location: Nationwide Principal: James M. Altieri Secondary: Jeff Leonard Location to handle this Agreement: Irvine, California Invoice Processing Location: Los Angeles, California Name of Agreement Administrator: Jeff Leonard, Regional Director of Operations Phone Number: (949) 585-5900 Fax Number: (949) 595-5994 Email address: Jeffrey.Leonard@abm.com Summary description of organization and ownership of your firm: Please refer to ABM at a Glance. We are a publicly traded corporation. Number of years your firm has been in the janitorial maintenance industry: Over 102 years. 24 25A-83 RFP 13-015 PRICE SUMMARY FORM Complete both pages of this form and submit in proposal Total price for janitorial maintenance services $ 358,560 Year 1 of contract (Fiscal year 13-14) Total price for janitorial maintenance services $ 365,736 Year 2 of contract (Fiscal year 14-15) Total price for janitorial maintenance services $ 373,044 Year 3 of contract (Fiscal year 15-16) Breakdown information: Fiscal 13-14 Fiscal 14-15 Fiscal 15-16 Monthly staffing price $ 22,140 $ 22,859 $ 23,315 Monthly suPP1Y Price $ 2,092 $ 2,133 $ 2.176 Other Monthly price $ 5,378 $ 5,486 $ 5,596 Additional Services Fiscal 13-14 Fiscal 14-15 Fiscal 15-16 Carpet cleaning $ 0.16 $ 0.16 $ 0.17 (Price per square foot) Upholstery cleaning $ 18.00 $ 0.16 $ 19.00 (Price per hour) Steam cleaning $ 18.00 $ 18.00 $ 19.00 (Price per hour) Dayporter Services $ 16.00 $ 16.00 $ 17.00 (Price per hour) *Any additional price breakdown information is welcome but shall be submitted on a separate page attached to this summary form. The City gives preference to firm pricing . Proposals specifying a maximum escalation percentage during the period of this pricing agreement shall be given preference over those offering unspecified price escalation. 22 25A-84 RFP 13-015 PRICE SUMMARY FORM Page 2 continued PROPOSER STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the RFP. Upon request I shall transfer and deliver goods or services to the City in accordance with said terms and conditions. ABM Services, Inc. 323-720-4020 323-720 Complete Legal Name of Company Phone Number Fax Number 165 Technology Drive, Suite 100 Irvine, CA 92618 Business Address City/State Zip Code .. l Ron Dallas 4/12/13 Signature of Authorized Proposer Printed Name Date Regional Account Manager 909-374-8121 Title of Authorized Proposer Phone Number 23 25A-85 RFP 13-015 CERTIFICATION OF NONDISCRIMINATION BY CONTRACTORS As suppliers of goods or services to the City Of Santa-Ana, the Firm listed below certifies that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding nondiscrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. WE AGREE SPECIFICALLY: 1. To take affirmative steps to hire minority employees within the company. 2. To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels. 3. To communicate this policy to all persons concerned, including all company employees, outside recruiting services, especially those servicing minority communities, and to the minority communities at large. FIRM ABM Janitorial Services TITLE OF PERSON SIGNING Regional Vice President SIGNATURE DATE 4/12/13 James M. Altieri Please include any additional information available regarding equal opportunity employment programs now in effect within your company. ABM is an Equal Employment Opportunity (EEO) and Affirmative Action (AA) employer. The Company makes employment decisions on the basis of merit in order to ensure the full utilization of people of all backgrounds who possess the best available skills in every job. Company policy prohibits cliscnalinatiorl Dasea on race, color, creeu, genaer, religion, marnal sTafus, regis[ereu aomestic partner us, age, national origin or ancestry, physical or mental disability, medical condition including genetic characteristics, sexual orientation, amnesty, status as a covered veteran or any other consideration made unlawful by federal, state, or oca aws. policy also prohibits discrimination based on the perception that anyone has any of those characteristics or is associated with a person who has or is perceived as having any of those characteristics. All such discrimination is unlawful. This policy applies to all terms and conditions of employment. including- but not limited to recruitment selection assignment promotion terminatinn reduction in fnrre transfers benefits, leaves of absence, compensation, social and recreational programs, training, and education 26 25A-86 FIFTH AMENDMENT TO CUSTODIAL SERVICES AGREEMENT This FIFTH AMENDMENT TO AGREEMENT is entered into this 20th day of May 2013, by and between Able Building Maintenance Company, a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into Agreement A-2008-006 dated January 7, 2008, (hereinafter "said Agreement") by which Contractor has provided janitorial services for the Santa Ana Police Department and Detention Facilities for a three year term with the option for two additional one year term extensions. B. On April 6, 2009, the parties entered into the First Amendment of the Agreement #2008- 006-01 which extended the term of the Agreement for one year until December 1, 2010 and decreased the number of janitors provided under the contract by one janitor per shift starting March 15, 2009. The First Amendment also increased the annual compensation to an amount not to exceed $363,000 for services provided during the extended term. C. On January 5, 2011, the parties entered into the Second Amendment of the Agreement #A-2011-017 which extended the term of the Agreement for one year until December 1, 2011 and increased the compensation to an amount not to exceed $356,236.84 for services provided during the extended term. D. On March 20, 2012, the parties entered into the Third Amendment of the Agreement #A- 2012-009 which extended the term of the Agreement for one year until December 1, 2012 and increased the compensation to $370,000 for services provided during the extended term. The Third Amendment also amended the scope of the Agreement to reduce 3.5 hours of nightly service effective May 1, 2012. E. On December 3, 2012, the parties entered into the Fourth Amendment of the Agreement #A-2012-244 which extended the term of the Agreement for six months until May 1, 2013 and increased the compensation to $185,000 for services provided during this extended term. F. In accordance with the intent of the parties and the terms and conditions of said Agreement, the parties wish to extend the term for an additional one month period and to increase compensation to pay for services provided during the extended term. 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: 25A-87 I. Section 2a, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $30,829.12 to pay for services during the extended term at the rates set forth in the original Agreement A-2008-006. 2. Section 3, TERM, shall be extended for an additional one month period to June 1, 2013. Services provided by Contractor since May 1, 2013, shall be included within the scope of services of this Agreement. 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 Fifth Amendment to 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 A. Rossini Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOSROJAS Acting Police Chief CITY OF SANTA ANA KEVIN O'ROURIKE Interim City Manager ABLE BUILDING MAINTENANCE CO (Name) -Steve Se[x'c. (Title) v i G2 f,,esr ?Qf'I,? 25A-88 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 20, 2013 TITLE: AGREEMENT WITH DR. SCOTT WELDY TO PROVIDE VETERINARY SERVICES FOR THE SANTA ANA ZOO AT PRENTICE PARK 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 Dr. Scott Weldy for the provision of veterinary services at the Santa Ana Zoo at Prentice Park in the amount of $75,000 for a one-year term, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo at Prentice Park is required by the United States Department of Agriculture and the Association of Zoos and Aquariums (AZA) to provide veterinary services for the collection of animals maintained at the Zoo. Dr. Scott Weldy has provided veterinary services for the Santa Ana Zoo at Prentice Park for the past four years. Dr. Weldy has extensive knowledge of the Zoo's animal collection and has more than 25 years of zoo experience with exotic animal veterinary medicine. During the past four years Dr. Weldy has established a comprehensive animal health program to monitor the wellness of the animals residing at the Santa Ana Zoo at Prentice Park. Dr. Weldy will continue to provide preventative and curative medical care for the entire Zoo collection. Dr. Weldy will visit Zoo facilities a minimum of 12 hours per week to examine the animals' health and sanitation, and assist with maintaining complete medical history records for each animal in the animal collection. This $75,000 agreement will provide service from July 1, 2013 through June 30, 2014. FISCAL IMPACT Funds are available in the Santa Ana Zoo at Prentice Park, Contractual Services expenditure account (no. 01113220 62300). Gerardo Mouet, Executive Director Parks, Rec. and Com. Svcs. Agency Approved as to Funds and Account: Francisco Gutierrez, Executive Director Finance and Management Services Agencyi 25B-1 25B-2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 1St day of July, 2013 by and between Scott Weldy DVM, DBA Serrano Animal & Bird Hospital (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 veterinary services. 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 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: I. SCOPE OF SERVICES Consultant shall provide veterinary services to the Santa Ana Zoo at Prentice Park, as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. Total compensation to be expended under this Agreement shall not exceed Seventy Five Thousand Dollars ($75,000) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Parks, Recreation and Community Services Agency and the City Attorney. 25B-3 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. 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. 25B-4 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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 affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. 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. 25B-5 Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by 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 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Parks, Recreation and Community Services Agency City of Santa Ana 888 W. Santa Ana Blvd, Ste 200 Santa Ana, California 92702 telefacsimile (714) 571-4235 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Scott Weldy, DVM Serrano Animal & Bird Hospital 21771 Lake Forest Dr. # 111 Lake Forest, California 92630 telefacsimile (949) 855-9744 4 25B-6 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 25B-7 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature 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. 25B-8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney CITY OF SANTA ANA Kevin O'Rourke Interim City Manager SERRANO ANIMAL AND BIRD HOSPITAL SCOTT WELDY, DVM Owner Tax ID # 25B-9 EXHIBIT A SCOPE OF SERVICES 1. CONSULTANT'S OBLIGATIONS Consultant agrees to render veterinary services to City at the Santa Ana Zoo at Prentice Park ("Zoo") and in the home practice/place of business on a continuing basis for the duration of this Agreement, including, but not limited to the following: A. Serve as a medical officer for the Zoo's animal collection. B. Serve as caretaker of drugs, narcotics, and pharmaceutical equipment. Consultant also will administer or supervise, including verbal and written communications on the administration of narcotics, pharmaceuticals, and pharmaceutical equipment to the animals in the Zoo collection. C. Provide a comprehensive program of preventative and curative medical care for the animal collection; including annual and routine exams, annual review of the nutritional needs of all species and recommendations for any dietary changes, and a comprehensive parasite treatment plan for all species. D. Consult with appropriate zoological and/or human experts and Zoo staff to make recommendations regarding the nutritional and medical needs of the collection. E. Visit the Zoo facilities and examine the animals' health and sanitation on average 12 hours per week. The Zoo Curator and the Consultant will decided on the hours on an as-needed basis. F. Assist the Zoo Curator in establishing and maintaining complete medical history records for each animal in the collection. G. Approve the detailed report of medical treatment administered and other services performed at each visit as prepared by Zoo staff (or by the veterinarian) and sign the zoo vet visit log (time sheets) for the Zoo files. H. Exercise his/her best professional judgment and practice and make his/her best efforts to maintain the animals. Advise Zoo staff on maintenance of same so as to insure the best medical, husbandry, enrichment and living conditions possible for the animal collection. 1. Provide telephone consultation, advice and prescription instructions on a reasonably unlimited basis, either with staff or other consulting veterinarians employed by City. Provide a signature as City's consulting/attending veterinarian, for necessary and required certificates, licenses, permits or other documents. 25B-10 K. Advise on ordering medicine, supplies or instruments. L. Obtain at his/her cost, medical malpractice insurance. II CITY OBLIGATIONS In order to assist Consultant in execution of his responsibilities under this agreement and to enhance the care of the animals in the collection, the City agrees to do the following: A. Maintain a pharmaceutical safe for the storage of all controlled drugs and narcotics. B. Maintain a facility for the use in the surgery and/or treatment of the collection with recovery and holding cages and related equipment as necessary at the Zoo. C. Provide Consultant with staff support from Zoo personnel. D. Purchase equipment, biological, drugs, narcotics, pharmaceuticals and/or other medical supplies upon reasonable request of Consultant, as needed. E. Provide staff assistance for the capture and treatment of animals. F. Provide staff treatment of specimens on telephone or written instructions from Consultant. G. Provide additional veterinarians, where advisable for emergencies and, as necessary, as back-up for the services listed herein. H. Maintain diagnostic or treatment notes filed in our records by backup veterinarians we may employ, for the Consultant's review or use. Pay for all outside laboratory expenses incurred as a result of Consultant's supervision of animals in the collection. J. Pay all other expenses necessary for the care of the collection when reasonably recommended by Consultant and approved by the Executive Director of the Parks, Recreation and Community Services Agency or his/her designated representative. 25B-11 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 10 25B-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 20, 2013 TITLE: FEDERAL IMMIGRATION REFORM RESOLUTION /(Zl , " CITY MANAGER RECOMMENDED ACTION 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 Adopt a Resolution in support of comprehensive immigration reform and urge the President of the United States and the 113th Congress to act on such reforms. DISCUSSION In light of recent developments at the federal level regarding immigration reform and the impact this action may have to our community, Mayor Pro Tem Sal Tinajero and Councilmember Vince Sarmiento requested that a resolution supporting immigration be brought to the City Council for consideration. Similar to the City of Anaheim, staff modeled the resolution after the American Federation of Labor-Congress of Industrial Organizations' (AFL-CIO) Resolution supporting a Road Map to Citizenship for Aspiring Americans, the principles agreed upon by the AFL-CIO and U.S. Chamber of Commerce, and the Orange County Business Council's recently adopted federal immigration policy. The proposed Resolution expresses many of the principles outlined by both business and labor groups as they work in collaboration to promote comprehensive immigration reform at the federal level. In addition to supporting a pathway to citizenship for the estimated 11 million undocumented immigrants who live in the United States today, the proposed Resolution also supports improved federal programs that would allow businesses the ability to hire certain categories of foreign workers as a means of improving economic competitiveness. The Resolution also outlines the importance of continuing to secure our international borders while also recognizing the importance of family unity as a major component of any immigration policy. If adopted, the attached Resolution will be sent to the President of the United States, Congressional leaders in the House and Senate, as well as members of the 113th Congress representing the City of Santa Ana. FISCAL IMPACT There is no fiscal impact associated with this item. 65A-1 65A-2 I SRC: 5/16/13 RESOLUTION NO. 2013- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA EXPRESSING SUPPORT FOR COMPREHENSIVE FEDERAL IMMIGRATION REFORM AND URGING THE 113TH CONGRESS TO ENACT REFORMS THAT SECURE OUR BORDERS, ENSURE ECONOMIC STRENGTH AND PROMOTE STRONGER COMMUNITIES WHEREAS, The City of Santa Ana recognizes the economic, social and cultural contributions immigrants bring to their communities and, in particular, to the City of Santa Ana; and WHEREAS, since the City's founding in 1869, immigrants have had a significant role in Santa Ana's cultural and economic vitality; and WHEREAS, the responsibility of municipal leaders is to protect the well- being and safety of all people residing in their cities; and WHEREAS, it is the duty of the city to respect the liberty and civil rights of all individuals, regardless of national origin or immigration status; and WHEREAS, our nation's immigration and border security policies are federal responsibilities that are in desperate need of a new, improved and modernized legal immigration system; and WHEREAS, a talented workforce made up of both skilled and unskilled labor is a key driver of our local economy; and WHEREAS, there is a need for reformed national immigration programs that provide the City's businesses the opportunity to employ foreign workers, when necessary, to improve economic competitiveness; and WHEREAS, family unity is a component of a strong economy, and re- unification of families has been a key part of federal immigration policy for almost fifty years; and WHEREAS, there is broad support and collaboration among both business and labor groups to promote comprehensive immigration reform that provides sensible and effective solutions. NOW THEREFORE, the City Council of Santa Ana does hereby resolve as follows: Resolution No. 2013-XXX Page 1 of 3 65A-3 SRC: 5/16/13 Section 1. The City Council of the City of Santa Ana, California, urges the United States Congress to adopt and enact comprehensive immigration reform that includes the following principles: 1. Providing for controlled admission, fair and just to those already in the legal immigration process that includes a defined path for permanent residency and/or citizenship for the nearly 11 million undocumented immigrants living in the United States today. 2. Establishing an improved visa program, such as the proposed W-Visa, to provide our businesses with the ability to hire certain categories of foreign workers when legal residents are unavailable or unwilling to fill jobs. 3. Creating a methodology that accurately assesses labor market needs in order to determine the number of foreign workers to be admitted for employment purposes annually. 4. Increasing efforts to advance workforce talent outreach internationally and strengthening programs in domestic science, technology, engineering, arts, and mathematics (STEAM) training, to improve ongoing economic competitiveness, while also promoting legal immigration opportunities. 5. Creating a streamlined process to resolve the backlog of existing visa applications and developing methods to ensure the efficient processing of future immigration applications in a timely manner, which will expedite re-unification of families. Section 2. The City Clerk is directed to send this resolution to the President of the United States, the Speaker of the United States House of Representatives, the President of the United States Senate, and the Honorable Members of the 113th Congress representing the City of Santa Ana. ADOPTED this day of 12013. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Resolution No. 2013-XXX Page 2 of 3 65A-4 SRC: 5/16/13 SONIA R. CARVALHO CITY ATTORNEY AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of Council, do hereby attest to and certify the attached Resolution No. to be the original resolution adopted by the City Council of the City of Santa Ana on , 2013. Date: Clerk of Council City of Santa Resolution No. 2013-XXX Page 3 of 3 65A-5 65A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 20, 2013 TITLE: RESOLUTION IN OPPOSITION TO THE SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT'S PROPOSED AMENDED RULE 444 PROHIBITING OPEN BURNING ON BEA S 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 Adopt a Resolution opposing the South Coast Air Quality Management District's proposed amended Rule 444 prohibiting open burning on beaches. DISCUSSION On June 7, 2013, the South Coast Air Quality Management District (SCAQMD) will consider an action to prohibit the public from utilizing beach fire rings for burning activities effective January 1, 2015. The purpose of this action is to mitigate the public exposure to potentially high concentrations of wood smoke at Orange and Los Angeles county beaches. Under the proposed change, a city or county could, through formal action, make the prohibition effective sooner than January 1, 2015. Millions of visitors come to Orange County beaches each year and many are drawn to the beaches for the fire ring experience. There are over 700 fire rings located throughout Orange County beaches. It is estimated that visitors to Orange County beaches generate millions of dollars in annual revenue to beach cities through parking fees, sales tax from local shopping, and transient occupancy tax which indirectly benefits all Orange County cities through a strengthened regional economy. Recognizing the important role our neighboring beach communities play in providing the Southern California region with passive and affordable recreational opportunities, Mayor Pulido and Councilmember Benavides asked staff to prepare a Resolution opposing the SCAQMD proposed universal ban on beach fire rings in Orange County. The Resolution also includes language that supports providing local jurisdictions with greater flexibility in solely determining whether or not to retain or remove its fire rings based on local community interests. FISCAL IMPACT There is no fiscal impact associated with this item. 65B-1 65B-2 RESOLUTION NO.2013- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA OPPOSING THE SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT'S (SCAQMD) PROPOSED AMENDED RULE 444 PROHIBITING OPEN BURNING ON BEACHES WHEREAS, the SCAQMD has proposed an amendment to Rule 444 which, if approved, will add beaches to the list of prohibited areas for open fire burning; and WHEREAS, the City of Santa Ana recognizes the important role beach communities play in providing the Southern California region with passive and affordable recreational opportunity; and WHEREAS, many Orange County beach cities have provided fire rings on their respective beaches for decades to allow beach patrons to burn fire wood for aesthetics; and WHEREAS, the proposed amendment to Rule 444 prohibiting open fire burning will eliminate an important recreational opportunity afforded to millions of residents and visitors which will greatly impact Orange County's local economy as well as visitors and residents enjoyment of the beach; and WHEREAS, Orange County beach communities receive millions of visitors annually, and many visit our beaches for the fire ring experience; and WHEREAS, it is estimated that visitors to Orange County beaches generate millions of dollars in annual revenue to beach cities through parking fees, sales tax from local shopping, and transient occupancy tax which indirectly benefits the economy of Orange County; and WHEREAS, beach communities within the jurisdiction of the SCAQMD have different interests that should be considered prior to a complete ban on open burning in fire rings; and WHEREAS, the City of Santa Ana supports each beach city's interests and encourages the SCAQMD to allow each jurisdiction to decide what is best for their own communities; NOW, THEREFORE, the City Council of the City of Santa Ana does hereby resolve as follows: That the City of Santa Ana opposes the SCAQMD proposed Amended Rule 444 prohibiting open burning on beaches; and 65B-3 2. That the City of Santa Ana supports further efforts to find a comprehensive solution for the issues facing beach communities with fire rings. ADOPTED this day of May, 2013. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney AYES: NOES Councilmembers 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. 2013- 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 65B-4 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION MEETING DATE: MAY 20, 2013 TITLE: LOAN AGREEMENT AND PROJECT-BASED VOUCHERS AGREEMENTS WITH DEPOT AT SANTIAGO, LP CIT MANAGER EXECUTIVE DIRECTOR 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 CITY COUNCIL ACTION Authorize the City Manager and the Clerk of the Council to execute a loan agreement with Depot at Santiago, LP in the amount of $3,000,000, subject to non-substantive changes approved by the Acting Executive Director and City Attorney. HOUSING AUTHORITY ACTION Authorize the Executive Director of the Housing Authority or designee, contingent upon approval by the U.S. Department of Housing and Urban Development, to complete and execute the Project- Based Vouchers (PBV) Agreement to Enter into Housing Assistance Payments Contract and, after construction of the Depot at Santiago project, to complete and execute the PBV Housing Assistance Payments Contract between the Housing Authority of the City of Santa Ana and Depot at Santiago, LP for up to eight PBV's, and other necessary documents, for the implementation of project-based vouchers for the Depot at Santiago project. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its special meeting on May 14, 2013, by a vote of 5:0 (Bist, Garcia absent) the Community Redevelopment and Housing Commission recommended that the City Council and Housing Authority approve the recommended actions stated above. DISCUSSION After receiving City Council approval on February 19, 2013, staff distributed a notice on February 20, 2013 announcing the availability of a Request for Proposals (RFP) soliciting proposals for development of an affordable rental housing project. The RFP indicated that the City would 8OA-1 Depot at Santiago Loan Agreement & Vouchers May 20, 2013 Page 2 consider proposals for new construction or acquisition and rehabilitation projects. It also identified a number of criteria that would be used to evaluate proposals, including the experience and track record of the development team in both developing and managing affordable projects, project readiness, proposed levels of affordability, the location of the proposed project, and leveraging of City funds with outside sources. The RFP was published on the City's website, and letters announcing its availability were sent to 153 individuals and firms who had previously requested to be informed of development opportunities. Two developers submitted questions regarding the RFP. A third developer submitted the only proposal that was received. The City's review team was made up of senior staff members from the City's Planning and Building Agency, and from the Community Development Agency's Administrative/Successor Agency and Housing Development Divisions. The team met on April 3, 2013 to review the proposal. It was determined that the proposal met and/or exceeded the submission requirements of the RFP, and unanimously recommended that it be submitted to City Council for approval. The proposal was submitted by a partnership composed of Orange Housing Development Corporation, Magis Realty, and C&C Development. They have tentatively chosen to name their partnership the Depot at Santiago, LP. Over the past twenty years, Orange Housing Development and C&C Development have partnered with each other and with the City and other municipalities on many successful affordable housing projects. Their most recently completed project is Terraces at Santiago, a 36- unit new construction project located at 605-611 E. Washington. Magis Realty is a real estate development and consulting firm focused on mixed use, multifamily and hospitality developments. The proposed mixed use project will be known as the Depot at Santiago, and is located within the Station District at the Northeast corner of Santa Ana Blvd. and Santiago Street (Exhibit 1). The developer has control of the site which is currently occupied by a collection of small, single tenant industrial units and a contractor's yard. The developer will be required to work with a qualified relocation consultant. When completed, the project will be comprised of 70 one, two and three bedroom rental units, 8,500 square feet of retail space, and a 3,000 square foot community room. The project will be designed to meet the Transit Zoning Code's "California Contemporary" architecture standard, and to achieve a LEED Gold certification, and adhere to all development and processing requirements. The developer has already held several meetings with surrounding community members, and will be conducting additional outreach throughout the planning process. The proposed unit mix and levels of affordability are as follows: Bedroom Size Square Feet 30% AMI 40% AMI 50% AMI 60% AMI Total 1 Bedroom 875 2 3 6 3 14 2 Bedroom 1,085 2 6 11 10 29 3 Bedroom 1,350 3 5 11 7 26 Totals 7 14 28 20 69 8OA-2 Depot at Santiago Loan Agreement & Vouchers May 20, 2013 Page 3 The remaining unit will be a 3-bedroom unit reserved for the onsite manager. The total project development cost is estimated to be $26.8 million. The tables below show the anticipated funding sources and their uses: Funding Source Amount Conventional Permanent Loan $4,191,910 Section 8 Loan 8 Project Based Vouchers) $ 710,460 City of Santa Ana HOME Program $2,634,566 City of Santa Ana CDBG Funds $ 365,434 Deferred Developer Fee $ 787,193 General Partner Equity $ 100 Limited Partner Equity Tax Credits) $18,096,845 TOTAL $26,786,508 -Funding Use Amount Acquisition/Demolition $ 3,280,000 Construction $16,298,340 Soft Costs $ 6,370,134 Costs Deferred Until Conversion $ 494,190 -Financing Costs $ 343,844 TOTAL $26,786,508 The HOME and CDBG funds will be provided by means of a 55-year City loan carrying a 3 percent interest rate and payable by residual receipts. The budget proposal requests eight project based vouchers (PBVs). Unlike conventional housing choice vouchers, PBVs are attached to a specific residential facility. The rental assistance is tied to the unit versus the household. The U.S. Department of Housing and Urban Development (HUD) regulations require that the Housing Authority enter into a PBV Agreement to Enter into Housing Assistance Payments Contract (Exhibit 3) prior to the start of construction, and a PBV Housing Assistance Payments Contract (Exhibit 4) after the completion of construction. Execution of these documents will be contingent upon completion of the National Environmental Policy Act (NEPA) and California Environmental Quality Act (CEQA) requirements, approval of the developer's application for a tax credit allocation, and completion of a subsidy layering analysis by the California Tax Credit Allocation Committee. 8OA-3 Depot at Santiago Loan Agreement & Vouchers May 20, 2013 Page 4 FISCAL IMPACT Funds will be available in the HOME Program account (account no. 13018780-69152), and CDBG funds will be transferred from single family housing activities to loans for acquisition purposes (account no. 13518783-69152). APPROVED AS TO FUNDS AND ACCOUNTS: Sandra D. Gottlieb Acting Executive Director Community Development Agency SDG/SLB/kg EXHIBITS: 1. Site Map 2. Loan Agreement 3. PBV Agreement 4. PBV Contract Francisco Gutierrez Executive Director Finance and Management Services Agency 8OA-4 PROPOSED PROJECT LOCATION EXHIBIT 1 80A-5 8OA-6 EXHIBIT 2 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 6103] LOAN AGREEMENT by and between the CITY OF SANTA ANA, and Depot at Santiago, L.P. (923 N. Santiago Street, Santa Ana, California) Dated: May , 2013 1076\01\1333668.1 8OA-7 LOAN AGREEMENT HOME PROGRAM/CDBG FUNDS THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of May , 2013, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ("City") and Depot at Santiago, L.P. ("Developer") with reference to the following: RECITALS: A. City has received an allocation of funds from the United States Department of Housing and Urban Development ("HUD") under the HOME Investment Partnership Program (the "HOME Program") (42 U.S.C. §12701, et seq.,) to be used in accordance with applicable statutory requirements and regulations (the "HOME Regulations") (24 CFR Part 92). B. A portion of City's allocation of HOME Program funds is reserved for Community Housing Development Organizations (the "HOME Program/CHDO funds"), and the sole member of Developer's Managing General Partner, Orange Housing Development Corporation, has qualified and is in good standing as a Community Housing Development Organization. C. Among the purposes of the HOME Program are (1) to expand the supply of decent, safe, sanitary, and affordable housing, with primary attention to rental housing, for very low- income and low-income households; and (2) to provide participating jurisdictions, on a coordinated basis, with the various forms of federal housing assistance, including capital investment, mortgage insurance, rental assistance, and other federal assistance, needed (a) to promote the development of partnerships among the federal government, states and units of general local government, private industry, and nonprofit organizations able to utilize all available resources to provide more of such housing, and (b) to expand the capacity of nonprofit community housing development organizations to develop and manage decent, safe, sanitary and affordable housing. D. City is also the recipient of Community Development Block Grant ("CDBG") funds from HUD pursuant to Tile I of the Housing and Community Development Act of 1974, as amended ("Act") and 24 CFR 570 ("CDBG Regulations"). E. The City of Santa Ana is authorized by the HOME and CDBG Regulations to expend funds to increase the supply of low- and moderate-income housing available at affordable housing costs. F. Developer is entering into this agreement to acquire and, subject to entitlement approvals, develop a mixed use project consisting of seventy (70) unit multi-family residential housing development with retail space and a community room (the "Project") located at 923 N. Santiago Street, within the City of Santa Ana, California, and legally described in Exhibit A 2 1076\01\1333668.1 8OA-8 attached hereto (the "Property"). The CDBG funds referenced herein shall assist in the land acquisition only and the HOME funds will assist in the acquisition and soft costs of said Project. G. In furtherance of the HOME Program and CDBG guidelines, Developer has applied to City for a loan with which to: provide deeper affordability and construct the improvements to the Property, and 2. thereafter to maintain, operate and professionally manage the Project as decent, safe, sanitary and affordable rental housing. H. City, on certain terms and conditions, desires to make such loan to Developer in order to make possible the acquisition and construction of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing. 1. If there is any inconsistency between Federal and State guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Project Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Article 1. "Affordable Housing" means housing operated in accordance with the requirements of 24 CFR 92.252 and 24 CFR 570[no state funds]. "Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto as Exhibit B. "Affordable Rent" means the monthly rents which do not exceed the maximum amount applicable to Extremely Low, Very Low and Low Income households, as promulgated by the U.S. Department of Housing and Urban Development (HUD). "Building Permit" means the building permit(s) issued by City and required for the construction, if any. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public for the conduct of City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. 1076\01\1333668.1 8OA-9 L "Certificate of Completion" has the meaning set forth in Article 17. corporation. "City" means the City of Santa Ana, California, a charter city and municipal "City Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit C, to be executed by Developer pursuant to Section 5.13.2 in order to secure the Loan Note. designee. "City Project Manager" shall mean the Deputy City Manager and his/her "City Promissory Note" means that certain promissory note in the original principal amount of $3,000,000 in the form attached hereto as Exhibit D, and to be executed by Developer in favor of City to evidence the obligation of Developer to repay the City Loan through residual receipts as further described in the Promissory Note. "Close of Escrow" shall mean the date upon which the Loan Agreement and City Deed of Trust is recorded in the Official Records of the County. "Closing Statement" means the final statement of Developer's Escrow account for the purchase and sale of the Property pursuant to the Purchase Contract. "Community Development Block Grant" or "CDBG" has the meaning set forth in Recital "D" above. "County" means the County of Orange, California. "Developer" means Depot at Santiago, LP, a California limited partnership comprised of OHDC Depot, LLC, California limited liability company as managing general partner and C&C Depot, LLC, a California limited liability company, as developer general partner. "Developer's Representative" shall mean the Chief Executive Officer of of the Managing General Partner of Developer or his/her designee. "Escrow" means Escrow No. "Escrow Holder" means First American Title Company, 5 First American Way, Santa Ana, CA 92707. The Escrow Officer is Ryan Hahn. "Extremely Low Income" means an adjusted income which does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1076\01\1333668.1 4 80A-10 "Event of Default" has the meaning set forth in Section 20.1. "Governmental Authority" means any governmental or quasi governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended. "HOME Program" has the meaning set forth in Recital "A" above "HOME Regulations" has the meaning set forth in Recital "A" above. "HUD" means the United States Department of Housing and Urban Development and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements (including, without limitation, streets, curbs, storm drains, and adjacent street lighting). "Indebtedness" of a person means (a) all indebtedness for borrowed money, (b) notes payable and drafts accepted representing extensions of credit, whether or not representing obligations for borrowed money, (c) any obligation for the purchase of property or services in excess of $10,000 in the aggregate that is (i) deferred for more than six (6) months, or (ii) evidenced by a note or similar instrument, and ( d) all recourse and all non-recourse indebtedness secured by any Lien on any property or asset of such person (whether or not assumed by such person). "Indemnitees" has the meaning set forth in Section 14.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien " means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest). "Loan Documents" means, collectively, this Agreement, the City Promissory 5 1076\01\1333668.1 8OA-11 Note, the City Deed of Trust, and the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City requires in connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement. "Low Income" means an adjusted income which does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Loan Documents as "Area Median Income" or "AMP". "Partnership Agreement" means the Amended and Restated Limited Partnership Agreement of Depot at Santiago, L.P., dated as of , 2013. "Permitted Encumbrances for the Affordable Housing Restrictions" means collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the City Project Manager in writing. "Permitted Encumbrances for the City Deed of Trust" means the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the City Project Manager in writing. "Project" means the construction of the Improvements upon the Property by Developer pursuant to this Agreement. "Project Budget" means the line-item budget for the Project attached hereto as Exhibit E, as modified from time to time in accordance with this Agreement. "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the property that is located at 923 N. Santiago Street in the City of Santa Ana, and is more fully described in the "Legal Description" of the Property attached hereto as Exhibit A and incorporated herein by reference. "Scope of Work" means the detailed statement of the work to be performed by Developer on and to the Property pursuant to this Agreement, which Scope of Work is attached hereto as Exhibit F. "Senior Lender" means a commercial financial institution providing the Senior Loan or any other holder of the Senior Loan Note. "Senior Loan" means a loan from the Senior Lender which is either a construction loan in the approximate principal amount of $17,192,490.00 with a term of 1076\01\1333668.1 6 8OA-12 approximately two (2) years or a permanent loan in the approximate principal amount of $4,191,910.00 with a term of approximately 18 years and an amortization period of 30 years. "Senior Loan Deed of Trust" means the first deed of trust securing the Senior Loan by encumbering the Property. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. "Senior Loan Note" means the promissory note evidencing the Senior Loan from the Senior Lender. "Term of Affordability" the terms and conditions contained herein shall remain in effect for fifty-five (55) years from the date of issuance of the Certificate of Completion. "Very Low Income" means an adjusted income which does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3 References and Other Terms. Any reference to this Agreement shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4 Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. 2. [RESERVED] SCOPE OF WORK/PROJECT BUDGET A "Scope of Work" for the Property is attached hereto as Exhibit F. Any material change to the Scope of Work requested by the Developer shall be subject to the prior written approval of the City Project Manager. The Scope of Works sets forth the construction work that shall be performed on the Property. 7 1076\01\1333668.1 8OA-13 A line-item budget for the Project, including a summary statement of sources and uses of funds, is incorporated into Exhibit E (the "Project Budget"). Any material change to the Project Budget requested by Developer shall be subject to the prior written approval of the City Project Manager. 4. [RESERVED] CITY LOAN: The City Loan shall be evidenced by the City Promissory Note in the form attached hereto as Exhibit D. The City Loan shall be secured by the City Deed of Trust in the form attached hereto as Exhibit C. The terms and conditions of the City Loan are as set forth in the City Promissory Note which is a residual receipts note. The HOME compliance period is twenty (20) years, commencing on the date that all work is complete and the Property is fully occupied, however the term of affordability for the Project is fifty-five years or repayment of the City Loan, whichever is longer. A. HOME FUNDS: 1. Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan to Developer from HOME funds in the principal amount of up to $2,634,566.00 for the property acquisition and other costs of the Project. B. CDBG FUNDS: 1. Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan of CDBG funds to Developer in the principal amount of up to $365,434 solely for the Property acquisition related costs of the Project. 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS 6.1 Conditions Precedent. City's obligation to disburse the loan is subject to the satisfaction, or waiver by the City Project Manager, of the following conditions precedent: (a) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents: (i) this Loan Agreement; (ii) the City Promissory Note; (iii) the City Deed of Trust; and (iv) the Affordability Restrictions on Transfer of Property. 1076\01\1333668.1 8OA-14 (b) Title Insurance. City shall have received an LP-10 ALTA Lender loan policy of title insurance (1970 edition), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the total City Loan Amount, showing Developer as the fee owner of the Property and insuring the City Deed of Trust to be a valid priority lien on the Property. The City Promissory Note and Deed of Trust shall be subordinate to the Senior Loan Note and Senior Loan Deed of Trust. (c) Affordability Restrictions on Transfer of Property. Developer shall have delivered to the Escrow Holder, in the form attached hereto as Exhibit B, the Affordability Restrictions on Transfer of Property pursuant to which, among other things, Developer agrees that the Property shall be used only for decent, safe, sanitary and affordable rental housing pursuant to the affordability requirements of Code of Federal Regulations ("CFR") section 92.252 or 92.254 and California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. (d) Documents Recorded. This Loan Agreement, the City Deed of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. (e) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default"). (f) Insurance. City shall have received evidence satisfactory to the City Attorney that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (g) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct as of the Close of Escrow as though made on and as of that date, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (h) No Default. No Event of Default by Developer shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. 6.2 Disbursement Procedures for Loan(s). The Loan proceeds shall be disbursed through Escrow to finance the construction of the Project (as evidenced in Exhibit E). The Loan proceeds shall not be used for any purpose other than for acquisition and construction related costs, including Developer fee and soft costs related to the development of the Project (costs all subject to City's prior review). 9 1076\01\1333668.1 8OA-15 6.3 First Disbursement. City's obligation to make the first disbursement of the Loan is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the City Project Manager has not yet approved the General Contractor, the City Project Manager shall have approved the identity and qualifications of the General Contractor. (b) Contract for construction. If the City Project Manager has not yet approved the contract for construction, the City Project Manager shall have approved said contract. 6.4 Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied (subject to applicable notice and cure rights) or waived by the City Project Manager, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the specified due date. 6.5 Any Disbursement. City's obligation to make any disbursement of the Loan (including the first and final disbursements is subject to the satisfaction of the following conditions precedent: (a) Satisfactory Progress. The City Project Manager shall be satisfied, based on his/her own inspections or other reliable information, that the construction is progressing satisfactorily in conformance with all applicable laws and other requirements (including HOME and CDBG Regulations). (b) Condition of Title. Either (i) the City Project Manager reasonably believes that no event has occurred since the Close of Escrow that would give rise to a colorable claim against the Property (e"., a mechanic's lien) superior to the claim of City against the Property with respect to the subject disbursement, or if such claim is made, then City Project Manager shall receive satisfactory evidence that such claim has been bonded over until its resolution; or (ii) City must have received, at Developer's expense but payable out of the Loan proceeds from the title insurer who issued City's LP-10 Title Policy, all endorsements thereto then reasonably required by City (including, without limitation, CLTA Form 122 -- priority of advance endorsements). (c) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other City Loan Documents shall be correct as of the date of the disbursement as though made on and as of that date. (d) No Default. No Event of Default by Developer shall remain uncured 10 1076\01\1333668.1 8OA-16 (unless, to the extent permitted under this Agreement, Developer is diligently taking action to cure such default) and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer. 6.6 Final Disbursement. City's obligation to disburse that portion of the Loan funds retained pursuant to Section 6.12 is subject to the satisfaction of the following additional conditions precedent: (a) Construction complete. The construction of the Project shall be complete. (b) Certificate of Occupancy Issued. Any portion of the construction work requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Developer shall request that the Building Department issue a Certificate of Occupancy, a copy of which shall be delivered to the City Project Manager, in order for final disbursement to occur. (c) Lien Free. At least one of the following shall have occurred: (i) Thirty-five (35) days shall have passed since the recording of a valid notice of completion for the construction, and no mechanic's or materialman's lien shall be outstanding; or (ii) Ninety-five (95) days shall have passed since actual completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or Developer shall have bonded over any such lien to City's reasonable satisfaction. 6.7 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the Loan proceeds are for City's benefit only and the City Project Manager may waive all or any part of such rights by written notice to Developer. 6.8 Disbursement Requests. The Loan proceeds shall be disbursed on a line-item by line- item basis in accordance with the Project Budget and subject to the conditions in this section. In no event shall City have any obligation to disburse any amount for any item in excess of the amount allocated to such item in the Project Budget. Disbursements shall be made only upon Developer's written request in the form of a Disbursement Request showing all costs which Developer intends to fund with such disbursement, itemized in such detail as City may reasonably require, accompanied in each case by (a) invoices and lien releases satisfactory to City, including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, and (b ) all other documents and information reasonably required by City. Disbursement Requests shall be submitted no less than ten (10) Business Days prior to the date of the requested disbursement, and shall not be submitted more often than monthly. Prior to each disbursement by City of proceeds of the loan, Developer shall deliver to City a draw request ("Draw Request"), and all required supporting information as set forth in the Loan Documents or as otherwise reasonably required by City in order to provide information for 11 1076\01\1333668.1 8OA-17 evaluating the requested disbursement pursuant to customary construction lending practices of institutional lenders in Southern California. City shall notify the Developer of approval or disapproval of each Draw Request within five (5) business days after receipt of the Draw Request, using the City's "Disbursement/Change Order Approval Notice". City shall have the right, but not the obligation, to discontinue processing Draw Requests unless and until receipt of notification from the other of approval or disapproval of each outstanding Draw Request. 6.9 Manner of Disbursement. City may make any disbursement by check payable to Developer; or on a voucher basis; or by check payable jointly to Developer and any contractor, subcontractor or other claimant; or directly to any such claimant; or by any other means reasonably selected by City. 6.10 Cost Overruns. In the event that, at any time and for any reason, (a) the actual cost reasonably estimated by City or Developer to be required to complete all matters included in any line item in the Project Budget exceeds the amount allocated to that line item in the Project Budget, (b) Project costs for any matters not covered by a specific line item have been or will be incurred, or (c) the undisbursed portion of the Loan proceeds is or may be insufficient to pay all construction of the Project that may be payable under the City Loan Documents or otherwise in connection with the construction, Developer shall, within ten (10) days after it receives written notice thereof from City of any of the foregoing matters, do one or more of the following: (a) provide satisfactory evidence to City that Developer has previously paid such excess or otherwise provided for such insufficiency (collectively, the "Excess Cost") with funds from a source other than the City Loan; (b) reallocate sufficient funds to pay the Excess Cost from funds allocated to "Contingency" in the Project Budget; provided, however, that the City Project Manager's consent to any such reallocation shall be required; or (c) deposit an amount equal to the Excess Cost in a non-interest bearing account (the "Overrun Account") with City from which withdrawals may be made only with the consent of the City Project Manager but which will be exhausted prior to any further disbursement for any line item, so that any resulting surplus in any line item of the Project Budget will then be reallocated to the line item(s) in which the Excess Costs are expected to be incurred. City shall have no obligation to make further disbursements until Developer has paid or otherwise provided for the overrun as required above. Amounts deposited by Developer in the Overrun Account for any Excess Costs shall be disbursed by City prior to the disbursement of any remaining Loan proceeds in the manner described in subsection 9.3(c). 6.11 Cost Savings. Upon completion of and disbursement for all matters covered by any line items in the Project Budget, any remaining undisbursed amounts allocated to that line item shall 1076\01\1333668.1 12 8OA-18 be reallocated to "Contingency" and thereafter be available for disbursement in accordance with the terms of this Agreement. 6.12 Retainage. City will withhold a Retainage of 10% from each Disbursement for each of the Hard Cost line items of the Project Cost Breakdown (and other line items thereof designated for withholding of retainage) until all conditions to the final Disbursement of Hard Costs have been satisfied. In lieu of City's withholding Retainage, Developer can by written notice to City elect not to draw any overhead or profit as would otherwise be permitted under the Construction Contract until such time as Retainage would otherwise have been released. City shall not retain funds for building materials purchased by Developer for which Developer supplies documentation to City proving payment in full or for soft costs. 6.13 Holdback. The retainage otherwise available for disbursement shall be subject to a holdback of one hundred twenty-five percent (125%) of the estimated cost (as determined by the City Project Manager) for "punch-list" items. Such holdback will be released when all punch-list items have been completed to the satisfaction of City. 6.14 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the making by City of any disbursement with knowledge that any condition to such disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular disbursement made, and such condition shall be condition to all further disbursements until fulfilled. 6.15 Modification of Disbursement Conditions and Procedures. The City Project Manager shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the contract for construction. 6.16 Other Terms and Conditions of Loan. A. The Note(s) shall become immediately due and payable, in the event of any of the following: (1) failure to complete the Project within three (3) years of the recording date; (2) violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; (3) an Event of Default by Developer which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 6.17 Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder. 1076\01\1333668.1 13 8OA-19 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROJECT 7.1 Use Covenants and Restrictions. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assign and every successor in interest to the Property that Developer will make all of the rental units on the Property available to extremely low, very low and low income households at rents affordable to such households for fifty-five (55) years (except for the unit for the onsite Manager). The Project shall consist of approximately seventy (70) residential units. Enforceability of restrictions on the sixty-nine (69) units shall be enforced until the date that is twenty (20) years after the date on which the Certificate of Completion is issued (HOME affordability period), unless tax credits are awarded to the Property, then fifty-five (55) years after the date on which the Certificate of Completion is issued. 7.2 Affordability Levels/Unit Mix: The proposed unit mix and levels of affordability are as follows: Bedroom Size Square Feet 30% AMI 40% AMI 50% AMI 60% AMI Total 1 Bedroom 875 2 3 6 3 14 2 Bedroom 1,085 2 6 11 10 29 3 Bedroom 1,350 3 5 11 7 26 Totals 7 14 28 20 69 The remaining unit will be a 3 bedroom unit reserved for the onsite manager. The affordable rents charged at the Project must comply with the lowest of the following standards: 1. The standards set forth by California Tax Credit Allocation Committee (TCAC), or 2. During the 20-year HOME affordability period, for the eleven (11) HOME assisted units, the rent schedule periodically published by HUD. * Utility allowances must be deducted from the Maximum Gross Monthly Rent. The Santa Ana Housing Authority publishes the utility allowance. 7.3 Rent Increases: On an annual basis, the City shall provide the Developer with the maximum allowable schedule of rents for the Property. In no event can Developer charge any tenant more than such amount. 7.4 Maintenance of the Property. Solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to 1076\01\1333668.1 14 8OA-20 maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Article 17 of this Agreement. 7.5 Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 8. DEFAULTS AND REMEDIES 8.1 Event of Default. Failure or delay by either party to perform any term of provision of this Agreement within the time periods provided herein for such performance constitutes a default under the Agreement. If any party defaults in performance of its obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injure party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. The defaulting party must, within thirty (30) days following service of said written notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. Upon a default by Developer which is not cured within thirty (30) days following service of said notice, unless such default cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure but no more than ninety (90) days, the City shall have the right to terminate this Agreement by delivery of written notice of termination to Developer. 8.2 Institution of Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. 8.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the right and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 1076\01\1333668.1 15 8OA-21 8.4 Damages. In the event that the City is liable for damages to Developer, such liability shall not exceed costs incurred by the Developer in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets; provided, however, Developer's only remedy for any breach of this Agreement by the City shall be an action for specific performance of such party's obligations. 8.5 Nonrecourse Liability. Neither Developer, nor any partner of Developer, shall have any personal liability under this Agreement, or the attached Note and Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the loan evidenced by such documents shall be enforceable against Developer only to the extent of Developer's interest in the Property. 9. GENERAL PROVISIONS AND WARRANTIES As a material inducement to Agency/City to enter into this Agreement, Developer represents and warrants as follows: 9.1 Formation, Oualification and Compliance. Depot at Santiago, LP, a California limited partnership comprised of Orange Housing Development Corporation, and C&C Development, a California corporation, as the general partners. Orange Housing Development Corporation is (a) a non-profit public-benefit corporation, validly existing and in good standing under the laws of the State of California, (b) has all requisite authority to conduct its business and own and lease its properties, and (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 9.2 Execution and Performance of Loan Documents. 9.2.1 Developer has all requisite authority to execute and perform its obligations under the Loan Documents. 9.2.2 The execution and delivery of Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not: (a) require any consent or approval not heretofore obtained of any person having any interest in Developer; (b) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; 1076\01\1333668.1 16 8OA-22 (c) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the City Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; or (d) to best of its knowledge, violate any provision of any law presently in effect; (e) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. 9.2.3 Developer is not in default, in any respect that is materially adverse to the interests of City under the Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in sub-paragraph (d) or (e) of the previous subsection. 9.2.4 No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (a) the execution of Developer of, and the performance by Developer of its obligations under, the Loan Documents; and Documents. (b) the creation of the liens described in the Loan 9.3 Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City with respect to Developer in connection with the Loans (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City with respect to Developer, in connection with the Loans, are correct and complete insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 9.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 1076\01\1333668.1 17 8OA-23 9.5 Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 9.6 Governmental Requirements. To best of its knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 9.7 Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8 Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9 Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 9.10 Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any misrepresentation or omission. 9.11 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third parry any money or other consideration for obtaining this Agreement. 9.12 Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. 18 1076\01\1 333668.1 8OA-24 9.13 No Assignment. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the construction/development of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the City Project Manager (such consent not to be unreasonably withheld), except that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, or as otherwise provided in the Deed of Trust. 9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and California state law. 9.15 Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16 Control of Property. The parties acknowledge that the City has not at anytime participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 10. CONDITIONS FOR CONSTRUCTION 10.1 Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction and conversion of the Property. 10.2 Commencement and Completion of Construction. The construction of the Project shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 10.3 Change Orders. The contract for construction shall not be modified except pursuant to change orders. All change orders: (a) shall be in writing, numbered in sequence, signed by Developer 19 1076\01\1333668.1 8OA-25 and submitted to City prior to the proposed effectiveness thereof and accompanied by any working drawings and a written narrative of the proposed change. (b) Shall be subject to the City Project Manager's and Bank's prior written approval of the City Project Manager and Bank. 10.4 Entry and Inspection. At all times prior to completion of the construction, upon reasonable notice, City and its agents shall have (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored, (b) the right to inspect all labor performed and materials furnished for the construction, and (c) the right to inspect and copy all documents pertaining to the construction. 10.5 Compliance with Section 3 Clause. Section 3 of the Housing and Urban Development act of 1968, 12 U.S.C. 1701u, as amended by Section 915 of the Housing and Community Development Act of 1992 requires that economic opportunities generated by HUD financial assistance for housing and community development programs be targeted toward low- and very low- income persons. Whenever HUD assistance generates opportunities for employment or contracting, state and local grantees, as well as other recipients of HUD housing assistance funds must, to the greatest extent feasible, provide these opportunities to low- and very low- income persons and to businesses owned by or employing low- and very low- income persons. Section 3 applies to projects for which HUD's share of project costs exceeds $200,000 and contracts and subcontracts awarded on projects for which HUD's share or project costs exceeds $200,000 and the contract or subcontract exceeds $100,000. For purposes of this Section 3 Clause and compliance thereto, whenever the word "contractor" is used it shall mean and include, as applicable, the Developer, and its contractor and subcontractor(s), if any. The particular text to be utilized in any and all contracts of any contractor doing work covered by Section 3 shall be in substantially the form of the following, as reasonably determined by the City, or as directed by HUD or its representative, and shall be executed by the applicable contractor under penalty of perjury: "(a) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low-and very low-income persons [inclusive of Very Low Income Persons, Very Low Income Households, and Very Low Income Tenants served by the Project], particularly persons who are recipients of HUD assistance for housing. (b) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 20 1076\01\1333668.1 8OA-26 (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of notices in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number of job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of person(s) taking applications for each of the position; and the anticipated date the work shall begin. (d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. (e) The contractor will certify that any vacant employment positions, including training positions, that are filled (a) after the contractor is selected but before the contract is executed, and (b) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. (f) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts." After the foregoing Section 3 Clause, there shall be a signature block for the contractor, as applicable, the following text shall be included immediately above the signature block: "The contractor/provider by his/her signature affixed hereto declares under penalty of perjury that contractor has read the requirements of the Section 3 Clause and accepts all its requirements contained therein for all of his/her operations related to this contract." To the extent applicable, the Developer shall comply and/or cause compliance with Section 3 Clause requirements for the Project. For example, when and if Developer or its contractor(s)/subcontractor(s) hire(s) full time employees, rather than volunteer labor or materials, Section 3 is applicable and all disclosure and reporting requirements apply. 10.6 Construction Information. From time to time during the course of the construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of project costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal 21 1076\01\1333668.1 8OA-27 and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 10.7 Protection Against Liens: Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may require to release City from any obligation or liability with respect to such stop notice or claim. 11. FEDERAL - HOME PROGRAM AND CDBG COVENANTS 11.1 CHDO. Orange Housing Development Corporation, the sole member of the managing general partner of Developer, represents and warrants that it qualifies and is in good standing as a Community Housing Development Organization under the HOME Program. Developer hereby covenants and agrees to maintain such status throughout the term of this Agreement, and to provide the City with written documentation necessary to demonstrate maintenance of said status on an annual basis. 11.2 Oualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Property in accordance with the requirements of 24 CFR 92.252, 24 CFR 570, and California Health and Safety Code section 50052.5 so as to qualify the housing on the Property as Affordable Housing with affordable rents. 11.3 Tenant and Participant Protection. Developer shall comply with the requirements of 24 CFR 92.253. 11.4 [Intentionally Omitted] 11.5 Handicapped Accessibility. Developer shall comply with (a) Section 504 of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C governing accessibility of projects assisted under the HOME Program; and (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36 in order to make the Project readily accessible to and usable by individuals with handicaps. 11.6 Use of Debarred, Suspended, or Ineligible Participants. Developer shall comply with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status. 22 1076\01\1333668.1 8OA-28 11.7 Maintenance of Drug-Free Workplace. Developer shall certify that Developer will provide a drug-free workplace in accordance with 24 CFR 84.13. 11.8 Lead-Based Paint. Developer shall comply with the requirements, as applicable of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing regulations at 24 CFR 35. 11.9 Affirmative Marketing. Developer shall implement and perform such affirmative marketing procedures and requirements for the Property as required by 24 CFR 92.351 and the City of Santa Ana's adopted affirmative marketing procedures and minority outreach program. 11.10 Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing described in 24 CFR 92.350. Developer must also follow the requirements of Health and Safety Code section 33435. 11.11 Property Standards. Developer shall cause the Property to meet the housing quality standards set forth in 24 CFR 882.109, as well as all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. 11.12 Displacement and Relocation. Developer acknowledges and agrees that, pursuant to 24 CFR 92.253 and consistent with the other goals and objectives of this part, City must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the construction. Furthermore, to the extent feasible, residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit on the Property upon completion of the construction. Developer agrees to cooperate fully and completely with City in meeting the requirements of 24 CFR 92.253 and shall take all actions and measures reasonably required by the City Project Manager in connection therewith. All applicable state guidelines must also be followed. 11.13 Other Program Requirements. Developer shall carry out each activity in compliance with all federal laws and regulations described in subpart H of 24 CFR 92, except that Developer does not assume City's responsibilities for environmental review in 24 CFR 92.352 or the intergovernmental review process in 24 CFR 92.359. 11.14 Request for Disbursements of Funds. Notwithstanding anything contained in this Agreement to the contrary, Developer may not request disbursements of funds under this Agreement until the funds are needed for payment of eligible costs (such funds shall be used solely towards the acquisition and soft costs of the Project). The amount of each request shall be limited to the amount needed. 23 1076\01\1333668.1 8OA-29 11.15 Eligible Costs. Developer shall use HOME Funds to pay costs defined as "eligible costs" pursuant to 24 CFR 92.206. 11.16 Records and Reports. Developer shall maintain and from time to time submit to City such records, reports and information as the City Project Manager may reasonably require in order to permit City to meet the record keeping and reporting requirements required of it pursuant to 24 CFR 92.508. 11.17 Uniform Administrative Requirements. Developer shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non-Profit Organizations," and with the following Attachments to OMB Circular No. A-110: (a) Attachment A, "Cash Depositories", except for paragraph 4 concerning deposit insurance; (b) Attachment B, "Bonding and Insurance"; (c) Attachment C, "Retention and Custodial Requirements for Records", except that in lieu of the provisions in paragraph 4, the retention period for records pertaining to individual CDBG activities starts from the date of submission of the annual performance and evaluation report, as prescribed in 24 CFR 570.507, in which the specific activity is reported on for the final time; (d) Attachment F, "Standards for Financial Management Systems"; (e) Attachment H, "Monitoring and Reporting Program Performance", Paragraph 2; (f) Attachment O, "Procurement Standards." 11.18 Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth at 24 CFR 570.611, as well as state regulations pertaining to conflict of interest. 11.19 Monitoring. Developer shall allow the City to conduct periodic inspections of each of the assisted units on the Property as required by the Program after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within two weeks of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 11.20 Recertification of Tenant Income. (a) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis, in accordance with HOME regulations and guidelines. Every fifth (5t') year, Developer 24 1076\01\1333668.1 80A-30 shall require new original income documents to be submitted by tenants. Tenants in HOME assisted units whose incomes no longer comply with federal income guidelines shall have their rents adjusted in accordance with federal HOME guidelines (24 CFR 92.252-92.253). (b) Developer shall allow the City to conduct periodic reviews of tenant files and files relating to affirmative marketing and outreach to insure the Project's compliance with applicable regulations and guidelines. (c) HOME assisted units continue to qualify as affordable housing despite a temporary non-compliance caused by increases in the incomes of existing tenants if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this section until the non-compliance is corrected. 11.21 Other HOME Program Requirements. Developer shall comply with all other applicable requirements of the HOME Program. 11.22 Controlling Covenants. If there is a discrepancy between State and Federal law with regard to any of the aforementioned covenants, the more stringent shall apply. 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY 12.1 Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in good condition and repair; shall operate the Property in a businesslike manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions: 12.1.1 Alterations and Repair. Developer shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non-structural repairs which preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause. 12.2 Compliance. Developer shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals and all rights of third parties, relating to Developer, the Property or Developer's business thereon. 1076'\01\1333668.1 25 8OA-31 12.3 Taxes and Impositions. Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non-governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest). 12.3.1 Right to Contest. Developer shall not be required to pay any Imposition so long as (a) its validity is being actively contested in good faith and by appropriate proceedings, (b) Developer has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair the City's interests under the Loan Documents, and (c) Developer has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). 12.3.2 Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, evidence of payment reasonably satisfactory to City. 12.3.3 Books and Records. Developer shall maintain complete books of account and other records reflecting its operations (in connection with any other businesses as well as with respect to the Property), in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City, in accordance with 24 CFR 92.508. 12.4 Payment of Fees. Developer shall pay annually to City on December 1 of each year, monitoring and administrative fees described in the Bond Regulatory Agreement between the Housing Authority of the City of Santa Ana and the Developer, executed upon issuance of bonds pertaining to this Project. 12.5 Project Operating Budget. Developer must promptly deposit all project income directly into a segregated depository account established exclusively for the Project ("Project Operating Account"). Withdrawals from this account may be made only in accordance with the provisions of this Agreement and the approved Budget, as it may be revised from time to time with City approval. Developer may make withdrawals from this account solely for the payment of project expenses and project fees. Withdrawals from this account for other purposes may be made only with the prior written approval of the City. 12.6 Replacement Reserve Account. Developer must establish or cause to be established a segregated interest-bearing replacement reserve depository account ("Replacement Reserve Account") no later than sixty (60) days after the Notice of Completion is filed. Developer must 26 1076\01\1333668.1 8OA-32 make monthly deposits from project income into the Replacement Reserve in accordance with Developer's Budget, as amended from time to time. Developer may withdraw funds from the Replacement Reserve Account solely to fund capital improvements for the Project, such as replacing or repairing structural elements, furniture, fixtures or equipment of the Project that are reasonably required to preserve the Project. Developer may not withdraw funds from the Replacement Reserve Account for any other purpose without the prior written approval of the City. 13. NONDISCRIMINATION COVENANTS 13.1 Obligation to Refrain from Discrimination. Developer covenants and agrees that: (a) In Use of Property. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendors of the Property. (b) In Affordable Housing Restrictions. The foregoing covenant shall (a) be included in the Affordability Restrictions on Transfer of Property, (b) run with the land, and (c) remain effective for the term of the contract (for 55 years). (c) In Employment. In construction on the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, disability, creed, religion, sex, marital status, disability, national origin, or ancestry. (d) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 14. ENVIRONMENTAL MATTERS 14.1 Representation and Warranty. Except as disclosed in writing to the City, Developer has no knowledge (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials, or of the transportation to or from the Property of any Hazardous Materials, (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property, or (c) that there are any underground storage tanks located in, on or under the Property. 14.2 Compliance with Environmental Laws. Developer shall (a) comply with all environmental laws and environmental permits applicable to the construction of the Property, (b) 27 1076\01\1333668.1 8OA-33 immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance, (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law, and (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3 Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine operation and maintenance of the Property. 14.4 Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property, (b) any condition or occurrence that (i) results in noncompliance with any applicable environmental law, (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law, or (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 14.5 Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents (collectively the "lndemnitees ") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the lndemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property. 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the City Promissory Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 15.1 Existence. The sole member of Developer's managing general partner (OHDC) shall maintain its existence in good standing under the laws of the State of California, and its status as a CHDO under federal law and Developer shall provide documentation of such status annually to the City. 15.2 Protection of Lien. Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection therewith. 15.3 Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: 1076',01\1333668.1 28 8OA-34 (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $5,000; and any litigation or claim that might subject Developer or any general partner to liability in excess of $5,000, whether covered by insurance or not; (b) any dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c) any change in Developer's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Developer. 15.4 Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. 15.5 Annual Financial Statements. Developer shall deliver to City, within one hundred fifty (150) days after the end of each Calendar Year, (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules, (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements, and (c) a certificate of Developer's chief financial officer that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City, (ii) fairly present Developer's financial condition, (iii) show all material liabilities, direct and contingent, and (iv) fairly present the results of Developer's operations. Developer shall also provide the 29 1076\01\1333668.1 8OA-35 City with any other annual audit reports issued by other monitoring agencies. Developer shall include in said reports, a document in the "Form of Residual Receipts Report" attached hereto as Exhibit G and incorporated herein. 15.6 Audits and Access to Records. Developer agrees that City, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Developer which are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the affordability or recapture period ends. 15.7 Termite Inspection Report. Developer shall deliver a termite report pertaining to the Property to the City every fifth (5h) year beginning January 2018. 16. OTHER NEGATIVE COVENANTS While any obligation of Developer under the City Note or City Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 16.1 Default on Senior Loan. Developer shall not default on any of the Senior Loan documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2 Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the City Project Manager, which consent may be withheld in the City Project Manager's reasonable discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. Notwithstanding anything to the contrary contained herein, a "transfer" shall not include (i) a transfer of a General Partner's interest in Developer when made in connection with the exercise by the Developer's limited partner (the "Limited Partner") of its rights upon a default by a General Partner under the Developer's Partnership Agreement (the "Partnership Agreement") or upon a General Partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting General Partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the General Partner with a reasonable period and thereafter diligently proceeds to complete such 30 1076\01\1333668.1 8OA-36 substitution; (ii) any transfer of the Property to the Managing General Partner pursuant to the right of first refusal or to the General Partners pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in connection with a default by the Limited Partner under and in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in a limited partner of the Developer. 17. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City of Santa Ana shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the City Project Manager shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the City Project Manager in the amount of the fair value of the uncompleted work. A Certificate of Completion is not evidence of compliance with or satisfaction of the Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. 18. INDEMNIFICATION 18.1 Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and the City is and shall remain solely that of Developer and lender, City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter-ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to ever assume any such status; (ii) City's activities in connection with the Loan shall not be "outside the scope of the activities 1076\01\1333668.1 31 8OA-37 of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and (d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 18.2 Indemnity. Developer shall defend (by counsel satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, attorneys' fees and court costs) arising from or relating to (i) this Agreement; (ii) the making of the Loan(s); (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property; or (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City Promissory Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement. 18.2.1 Nothwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder which would result as the repayment of principal and/or interest under the Loan. 18.3 Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer and shall be secured by the City Deed of Trust. Such reimbursement obligations shall survive the cancellation of the Loan Note, release and reconveyance of the City Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement 1076\01\1333668.1 32 8OA-38 19. INSURANCE, CASUALTY AND CONDEMNATION 19.1 Policies Required. While any obligation of Developer under the Loan Documents remains outstanding, Developer shall maintain at Developer's sole expense, with insurers either (i) admitted in California or (ii) are not admitted to California but have an A.M. Best Rating of "A" or above and reasonably approved by the City, the following policies of insurance in form and substance reasonably satisfactory to the City Attorney: (a) worker's compensation insurance and any other insurance required by law in connection with the construction; (b) prior to commencement and following completion of the construction, fire and hazard "all risk" insurance covering 100% of the replacement cost of the Improvements in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (c) upon commencement of the construction and at all times prior to completion of the construction, builder's risk-all risk insurance covering 100% of the replacement cost of all Improvements (including offsite materials) during the course of construction in the event of fire, lightning, windstorm, vandalism, earthquake, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (d) public liability insurance in amounts reasonably required by City from time to time, and in no event less than $1,000,000 for "single occurrence;" (e) property damage insurance in amounts reasonably required by the City from time to time, and in no event less than $1,000,000; and (f) any other insurance reasonably required by City. All such insurance shall provide that it may not be canceled or materially modified without thirty (30) days prior written notice to City. The policies required under subparagraphs (b) and (c) shall include a "lender's loss payable endorsement" in form and substance satisfactory to City, showing the City as encumbrance. The City shall be named as an additional insured in the policies required under subparagraphs (d) and (e). Certificates of insurance for the above policies (and/or original policies, if required by City) shall be delivered within ten (10) days after demand therefore, and prior to start of any construction work. All policies insuring against damage to the Improvements shall contain an agreed value clause sufficient to eliminate any risk of co- insurance. No less than thirty (30) days prior to the expiration of each policy, Developer shall deliver to City evidence of renewal or replacement of such policy reasonably satisfactory to the City Attorney. 33 1076\01\1333668.1 8OA-39 19.2 City Attorney May Modify. The City Attorney may modify the type and amounts of insurance required pursuant to this Section. 19.3 Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi-public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 19.4 Delivery of Proceeds to City. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, the proceeds of any casualty insurance policy described herein are paid to Developer, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 19.5 Application of Casualty Insurance Proceeds. Any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the damage for which the Proceeds are collected: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within a time period reasonably determined by City, to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of (i) plans and specifications reasonably satisfactory to City, and (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City. (b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to City funds (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds. (c) Developer shall execute such documents as City requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 34 1076\01\1333668.1 8OA-40 19.6 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by City against any obligations to City that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.7 Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within one hundred twenty (120) days (unless extended pursuant to Section 19.5) following the date on which the damage occurs, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in its sole and absolute discretion. 19.8 Restoration. Nothing in this Article 19 shall be construed to excuse Developer from repairing and restoring all damage to the Property in accordance with other Loan Document provisions, regardless of whether insurance proceeds are available or sufficient. 19.9 Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the Note. If so applied, any award in excess of the unpaid balance of the Note and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. 19.9.1 Notwithstanding the foregoing, as long as the value of City's liens are not impaired, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. 19.9.2 Nothwithstanding the foregoing, during the tax credit compliance period for the Project, as determined under Section 42 of the Internal Revenue Code, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. 19.10 Waiver of Subrogation. Developer hereby waives all rights to recover against the City (or any officer, employee, agent or representative of City) for any loss incurred by Developer from any cause insured against or required by any Loan Document, to be insured 35 1076\01\1333668.1 8OA-41 against; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Developer shall use its best efforts to obtain only policies which permit the foregoing waiver of subrogation. 20. DEFAULTS AND REMEDIES 20.1 Events of Default. The occurrence of any of the following, whatever the reason therefore, shall constitute an Event of Default by Developer: (a) Developer fails to make any payment of principal or interest under the City Promissory Note when due, and such failure is not cured within fifteen (15) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within fifteen (15) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) days after receipt of such notice) commences to cure, and thereafter diligently (in any event within ninety (90) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made; (e) The Property is materially damaged or destroyed by fire or other casualty unless Developer fulfills the Restoration Conditions set forth in the insurance provisions of this Agreement within one hundred twenty (120) days (unless extended pursuant to Section 19.5) and thereafter diligently restores the Property in accordance with this Agreement; (f) Work on the construction ceases for thirty (30) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control), provided that the same do not, in the aggregate and in the City's reasonable judgment, threaten to delay the completion of the construction beyond the required completion date set forth in this Agreement; (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the improvements and such injunction or prohibition continues unstayed for sixty (60) days or more for any reason; 36 1076\01\1333668.1 8OA-42 (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the City Project Manager's prior written consent; (i) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, construction or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; or 0) (i) any of the Senior Loan documents is revoked or terminated, in whole or in part and for any reason (except due to repayment of such loans), without the City Project Manager's prior written consent, or (ii) Developer defaults or otherwise fails to perform any of its duties or obligations under or in connection with any of the Senior Loan documents, subject to all applicable notice and cure periods, or (iii) any of the Senior Loan documents is amended, supplemented or otherwise modified without City's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered by Developer's Limited Partner shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer. 20.2 Remedies Upon Default. Upon the occurrence of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 (e) shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) In its own right or by a court-appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (c) Exercise any of its rights under the Loan Documents and any rights 1076\01\1333668.1 37 8OA-43 provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; and, (d) Suspend or terminate the award of HOME/CDBG funds if Developer fails to comply with any term of such award. 20.3 Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 21. MISCELLANEOUS 21.1 Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the Loan or otherwise, Developer hereby waives any right it might otherwise have (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents, or (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents. 21.2 Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Depot at Santiago, LP c/o Orange Housing Development Corporation 414 E. Chapman Avenue Orange, CA 92866 Attention: Chief Executive Officer With a copy to: C&C Development Co., LLC 1076\01\1333668.1 38 8OA-44 14211 Yorba Street, Suite 200 Tustin, CA 92781 If to City: City of Santa Ana City Project Manager (CDA) 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non-receipt of any notice as the result of a change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. 21.3 Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the Loan(s) described herein and have been or will be relied on by City notwithstanding any investigation made by either party. 21.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 21.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Developer and City and their respective successors and assigns. Other than as expressly provided to the contrary in this Agreement, Developer shall not assign any of its rights or obligations under any Loan Document without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Any such assignment without such consent shall, at City's option, be void. 21.6 Prior Agreements; Amendments; Consents. This Agreement (together with the other Loan Documents) contains the entire agreement between the City and Developer with respect to the Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 21.7 Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is 39 1076\01\1333668.1 8OA-45 more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 21.8 Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable. 21.9 Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents. 21.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 21.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12 Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law. 21.13 Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14 Nonliability of City Officials and Employees. No member, official or employee of City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Developer or successor, or on any obligation under the terms of this Agreement. 21.15 Plans and Data. Where Developer does not proceed with the work and construction of the Project, and when this Agreement is terminated with respect thereto for any reason, Developer shall deliver to City any and all plans and data concerning the Property, and City or any person or entity designated by City shall have the right to use such plans and data without compensation to Developer. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of 40 1076\01\1333668.1 8OA-46 the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 21.17 Transfer of Developer Limited Partner's Interest. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, no consent shall be required of the City (and it shall not be deemed a default or an Event of Default under any of the Loan Documents), in connection with the transfer and/or the assignment by the Developer's limited partner of its interest in the Developer to an entity controlled or managed by an entity which is related to or under common control with the Developer's limited partner. 21.18 Removal of Developer's General Partner. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, the removal and/or replacement of a General Partner for cause in accordance with the Partnership Agreement shall not require the consent of the City and shall not shall not constitute a default or an Event of Default under this Agreement or the Loan Documents or accelerate the maturity of the City Loan. If the Developer's limited partner exercises its right to remove a General Partner, City will not unreasonably withhold its consent to the substitute general partner; provided however, the consent of either the City shall not be required if the substitute general partner is an affiliate of the Developer's limited partner. The substitute general partner shall assume all of the rights and obliterations of the removed general partner hereunder. 1076\01\1333668.1 41 8OA-47 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: CITY OF SANTA ANA Maria D. Huizar Kevin O'Rourke Clerk of the Council Interim City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Lisa E. Storck Assistant City Attorney (Signatures continue on following page) 1076\01\1333668.1 42 8OA-48 DEVELOPER: Depot at Santiago, LP, a California limited partnership By: OHDC Depot, LLC, a California limited liability company, its managing general partner By: Orange Housing Development Corporation, a California nonprofit corporation, its sole member By: Todd R. Cottle, its member By: C&C Depot, LLC, a California limited liability company, its developer general partner By: By: The Cottle Family Trust Dated 3/8/1987, its member By: 1076\01\11333668.1 Eunice Bobert, Chief Executive Officer Barry A. Cottle, Trustee 43 8OA-49 8OA-50 OMB Approval No. 2577-0169 (exp. 04/30/2014) Exhibit 3 1.1 Parties This Agreement to Enter into Housing Assistance Payments Contract ("Agreement") is entered into between: Housing Authority of the City of; -Santa, Ana ("PHA") and Depot at Santiago, LP 1.2 Purpose The owner agrees to develop the Housing Assistance Payments Contract ("HAP contract") units to in accordance with Exhibit B to eomply with Housing Quality Standards ("HQS"), and the PHA agrees that, upon timely completion of such development in accordance with the terms of the Agreement, the PHA will enter into a HAP contract with the owner of the contract units. 1.3 Contents of Agreement This Agreement consists of Part 1, Part It and the following Exhibits: EXHIBIT A: The approved owner's PBV proposal. (Selection of proposals must be in accordance with 24 CFR 983.5 1.) Page I of 17 HUD 52531 A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program Exhibit 3 ("owner"). 8OA-51 This agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless that collection displays a valid OMB control number. Assurances of confidentiality are not provided under this collection. EXHIBIT B: Description of work to be performed under this Agreement, including: • if the Agreement is for rehabilitation of units, this exhibit must include the rehabilitation work write-up and, where the PHA has determined necessary, specifications and plans. • if the Agreement is for new construction of units, the work description must include the working drawings and specifications. • any additional requirements beyond HQS relating to quality, design and architecture that the PHA requires. • work items resulting from compliance with the design and construction requirements of the Fair Housing Act and implementing regulations at 24 CFR 100.205 and the accessibility requirements under section 504 of the Rehabilitation Act of 1973 and implementing regulations at 24 CFR 8.22 and 8.23. EXHIBIT C: Description of housing, including: • project site. • total number of units in project covered by this Agreement. • location of contract units on site. • number of contract units by area (size) and number of bedrooms and bathrooms. • services, maintenance, or equipment to be supplied by the owner without charges in addition to the rent to owner. • utilities available to the contract units, including a specification of utility services to be paid by owner (without charges in addition to rent) and utility services to be paid by the tenant. • estimated initial rent to owner for the contract units. EXHIBIT D: The HAP contract. _..1.4 Significant Dates .......... Effective Date of the. Agreement: The Agreement must be executed promptly after PHA notice of proposal selection to the owner has been given. The PHA may not enter this Agreement with the owner until any required subsidy layering review has been performed and an environmental review has been satisfactorily completed in accordance with HUD requirements. B. A project may either be a single-stage or multi-stage project. A single- stage project will have the same Agreement effective date for all contract units. A multi-stage project will have separate effective dates for each stage. Page 2 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-52 Single-stage project i. Effective Date for all contract units: ii. Date of Commencement of the Work: The date for commencement of work is not later than calendar days after the effective date of this Agreement. iii. Time for Completion of Work: The date for completion of the work is not later than calendar days after the effective date of this Agreement. F]Multi-Stage Project Enter the information for each stage upon execution of the Agreement for the corresponding stage. STAGE NUMBER OF UNITS EFFECTIVE DATE DATE OF COMMENCEMENT OF WORK TIME FOR COMPLETION OF WORK 1.5 Nature of the Work This Agreement is for New Construction of units to be assisted by the project-based voucher program. This Agreement is for Rehabilitation of units to be assisted by the project-based voucher program. Page 3 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 80A-53 1.6 Schedule of Completion A. Timely Performance of Work: The owner agrees to begin work no later than the date for commencement of work as stated in section 1.4. In the event the work is not commenced, diligently continued and completed as required under this Agreement, the PHA may terminate this Agreement or take other appropriate action. The owner agrees to report promptly to the PHA the date work is commenced and furnish the PHA with progress reports as required by the PHA. B. Time for Completion: All work must be completed no later than the end of the period stated in section 1.4. Where completion in stages is provided for, work related to units included in each stage shall be completed by the stage completion date and all work on all stages must be completed no later than the end of the period stated in section 1.4. C. Delays: If there is a delay in the completion due to unforeseen factors beyond the owner's control as determined by the PHA, the PHA agrees to extend the time for completion for an appropriate period as determined by the PHA in accordance with HUD requirements. 1.7 Changes in Work A. The owner must obtain prior PHA approval for any change from the work specified in Exhibit B which would alter the design or quality of the rehabilitation or construction. The PHA is not required to approve any changes requested by the owner. PHA approval of any change may be conditioned on establishmentof a lower initial rent to owner as determined by PHA in accordance with HUD requirements. B. If the owner makes any changes in the work without prior PHA approval, the PHA may establish lower initial rents to owner as determined by the PHA in accordance with HUD requirements. C. The PHA may inspect the work during rehabilitation or construction to ensure that work is proceeding on schedule, is being accomplished in accordance with the terms of the Agreement, meets the level of material described in Exhibit B and meets typical levels of workmanship for the area. Page 4 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-54 1.8 Work Completion A. Conformance with Exhibit B: The work must be completed in accordance with Exhibit B. The owner is solely responsible for completion of the work. B. Evidence of Completion: When the work in completed, the owner must provide the PHA with the following: 1. A certification by the owner that the work has been completed in accordance with the HQS and all requirements of this Agreement. 2. A certification by the owner that the owner has complied with labor standards and equal opportunity requirements in the development of the housing. (See 24 CFR 983.155(b)(1)(ii).) 3. Additional Evidence of Completion: At the discretion of the PHA, or as required by HUD, the owner may be required to submit additional documentation as evidence of completion of the housing. Check the following that apply: A certificate of occupancy or other evidence that the contract units comply with local requirements. An architect or developer's certification that the housing complies with: the HQS; State, local or other building codes; Zoning; The rehabilitation work write-up for rehabilitated housing; The work description for newly constructed housing; or Any additional design or quality requirements pursuant to this Agreement. Page 5 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-55 1.9 Inspection and Acceptance by the PHA of Completed Contract Units A. Completion of Contract Units: Upon receipt of owner notice of completion of contract units, the PHA shall take the following steps: 1. Review all evidence of completion submitted by owner. 2. Inspect the units to determine if the housing has been completed in accordance with this Agreement, including compliance with the HQS and any additional requirements imposed by the PHA under this Agreement. B. Non-Acceptance: If the PHA determines the work has not been completed in accordance with this Agreement, including non-compliance with the HQS, the PHA shall promptly notify the owner of this decision and the reasons for the non- acceptance. The parties must not enter into the HAP contract at this point. However, work deficiencies may be corrected in accordance with Section 1.10 of this Agreement. C. Acceptance: If the PHA determines that the work has been completed in accordance with this Agreement, and that the owner has submitted all required evidence of completion, the PHA must submit the HAP contract for execution by the owner and must then execute the HAP contract. 1.10 Acceptance Where Work Deficiencies Exist A. If the PHA determines that work deficiencies exist, the PHA shall determine - - whether and to what extent the deficiencies are-correctable, whether the units will be accepted after correction of the deficiencies, and the requirements and procedures (consistent with HUD requirements) for such correction and acceptance of contract units. The PHA shall notify the owner of the PHA's decision. B. Completion in Stages: When the units will be completed in stages, the procedures of this section shall apply to each stage. 1.11 Execution of HAP Contract A. Time and Execution: Upon acceptance of the units by the PHA, the owner and the PHA execute the HAP contract. Page G of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-56 B. Completion in Stages: When the units will be completed in stages, the number and types of units in each stage, and the initial rents to owner for such units, shall be separately shown in the HAP contract for each stage. Upon acceptance of the first stage, the owner shall execute the HAP contract and the signature block provided in the HAP contract for that stage. Upon acceptance of each subsequent stage, the owner shall execute the signature block provided in the HAP contract for such stage. C. Form of HAP contract: The terms of the HAP contract shall be provided in Exhibit D of this Agreement. There shall be no change in the terms of the HAP contract unless such change is approved by HUD headquarters. Prior to execution by the owner, all blank spaces in the HAP contract shall be completed by the PHA. D. Survival of Owner Obligations: Even after execution of the HAP contract, the owner shall continue to be bound by all owner obligations under the Agreement. 1.12 Initial Determination of Rents A. The estimated initial rent to owner shall be established in Exhibit C of this Agreement. B. The initial rent to owner is established at the beginning of the HAP contract term. C. The estimated and initial contract rents for each unit may in no event exceed the amount authorized in accordance with HUD requirements. Where the estimated or the initial rent to owner exceeds the amount authorized under HUD requirements, the P14A shall establish a lower estimated or initial rent to owner (as applicable), .,in-accordance. with HUD requirements. ....................... . 1.13 Uniform Relocation Act A. A displaced person must be provided relocation assistance at the levels described in and in accordance with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.C. 4201- 4655) and implementing regulations at 49 CFR part 24. B. The cost of required relocation assistance may be paid with funds provided by the owner, or with local public funds, or with funds available from other sources. Payment of relocation assistance must be in accordance with HUD requirements. Page 7 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-57 C The acquisition of real property for a project to be assisted under the project- based voucher program is subject to the URA and 49 CFR part 24, subpart B. D. The PHA must require the owner to comply with the URA and 49 CPR part 24. E. In computing a replacement housing payment to a residential tenant displaced as a direct result of privately undertaken rehabilitation or demolition of the real property, the term "initiation of negotiations" means the execution of the Agreement between the owner and the PHA. 1.14 Protection of In-Place Families A. In order to minimize displacement of in-place families, if a unit to be placed under HAP contract is occupied by an eligible family on the proposal selection date, the in-place family must be placed on the PHA's waiting list (if it is not already on the list) and, once its continued eligibility is determined, given an absolute selection preference and referred to the project owner for an appropriately sized unit in the project. B. This protection does not apply to families that are not eligible to participate in the program on the proposal selection date. C. The term "in-place family" means an eligible family residing in a proposed contract unit on the proposal selection date. D. Assistance to in-place families may only be provided in accordance with HUD requirements. 1.15 Termination of Agreement and HAP Contract The Agreement or HAP contract may be terminated upon at least 30 days notice to the owner by the PHA or HUD if the PHA or HUD determines that the contract units were not eligible for selection in conformity with HUD requirements. 1.16 Rights of HUD if PHA. Defaults Under Agreement If HUD determines that the PIIA has failed to comply with this Agreement, or has failed to take appropriate action, to HUD's satisfaction or as directed by HUD, for enforcement of the PHA's rights under this Agreement, HUD may assume the PHA's rights and obligations under the Agreement, and may perform the obligations and enforce the rights of the PHA under the Agreement. HUD will, if it determines that the owner is not in Page 8 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-58 default, pay annual contributions for the purpose of providing housing assistance payments with respect to the dwelling unit(s) under this Agreement for the duration of the HAP contract. 1.17 Owner Default and PHA Remedies A. Owner Default Any of the following is a default by the owner under the Agreement: 1. The owner has failed to comply with any obligation under the Agreement. 2. The owner has violated any obligation under any other housing assistance payments contract under Section 8 of the United States Housing Act of 1937 (42 U.S.C. 14371). 3. The owner has committed any fraud or made any false statement to the PHA or HUD in connection with the Agreement. 4. The owner has committed fraud, bribery or any other corrupt or criminal act in connection with any Federal housing assistance program. 5. If the property where the contract units are located is subject to a lien or security interest securing a HUD loan or a mortgage insured by HUD and: A. The owner has failed to comply with the regulations for the applicable mortgage insurance or loan program, with the mortgage or mortgage note, or with the regulatory agreement; or B. The owner has committed fraud, bribery or any other corrupt or criminal act in connection with the HUD loan or HUD-insured mortgage. 6. The owner has engaged in any drug-related criminal activity or any violent criminal activity. B. PHA Remedies 1. If the PHA determines that a breach has occurred, the PHA may exercise any of its rights or remedies under the Agreement. Page 9 of 17 HUD 52531 A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-59 2. The PHA must notify the owner in writing of such determination. The notice by the PHA to the owner may require the owner to take corrective action (as verified by the PHA) by a time prescribed in the notice. 3. The PHA's rights and remedies under the Agreement include, but are not limited to: (i) terminating the Agreement; and (ii) declining to execute the HAP contract for some or all of the units. C. PHA Remedy is not Waived The PHA's exercise or non-exercise of any remedy for owner breach of the Agreement is not a waiver of the right to exercise that remedy or any other right or remedy at any time. 1.18 PHA and Owner Relation to Third Parties A. Selection and Performance of Contractor The PHA has not assumed any responsibility or liability to the owner, or any other party for performance of any contractor, subcontractor or supplier, whether or not listed by the PHA as a qualified contractor or supplier under the program. The selection of a contractor, subcontractor or supplier is the sole responsibility of the owner and the PHA is not involved in any relationship between the owner and any contractor, subcontractor or supplier. 2. The owner must select a competent contractor to undertake rehabilitation or construction. The owner agrees to require from each prospective contractor a certification that neither the contractor-nor its principals is presently debarred, suspended, proposed for debarment,. declared ineligible, or otherwise excluded from participation in contracts by any Federal department or agency or the Comptroller General. The owner agrees not to award contracts to, otherwise engage in the service of, or fund any contractor that does not provide this certification. B. Injury Resulting from Work under the Agreement: The PHA has not assumed any responsibility for or liability to any person, including a worker or a resident of the unit undergoing work pursuant to this Agreement, injured as a result of the work or as a result of any other action or failure to act by the owner, or any contractor, subcontractor or supplier. Page 10 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 80A-60 C. Legal Relationship: The owner is not the agent of the PHA and this Agreement does not create or affect any relationship between the P14A and any lender to the owner or any suppliers, employees, contractor or subcontractors used by the owner in the implementation of the Agreement. D. Exclusion of Third Party Claims: Nothing in this Agreement shall be construed as creating any right of any third party (other than HUD) to enforce any provision of this Agreement or the HAP contract, or to assert any claim against HUD, the PHA or the owner under the Agreement or the HAP contract. E. Exclusion of Owner Claims against HUD: Nothing in this Agreement shall be construed as creating any right of the owner to assert any claim against HUD. 1.19 PHA-Owned Units Notwithstanding Section 1.18 of this Agreement, a PHA may own units assisted under the project-based voucher program, subject to the special requirements in 24 CFR 983.59 regarding PHA-owned units. 1.20 Conflict of Interest A. Interest of Members, Officers, or Employees of PHA, Members of Local Governing Body, or Other Public Officials 1. No present or former member or officer of the PHA (except tenant- commissioners), no employee of the PHA who formulates policy or influences decisions with respect to the housing choice voucher program or project-based voucher program, and no public official or member of a governing body or State or local legislator who exercises functions or responsibilities with respect to these programs, shall have any direct or indirect interest, during his or her tenure or for one year thereafter, in the Agreement or HAP contract. 2. HUD may waive this provision for good cause. B. Disclosure The owner has disclosed to the PHA any interest that would be a violation of the Agreement or HAP contract. The owner must fully and promptly update such disclosures. Page 11 of 17 HUD 52531 A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-61 1.21 Interest of Member or Delegate to Congress No member of or delegate to the Congress of the United States of America or resident- commissioner shall be admitted to any share or part of the Agreement or HAP contract or to any benefits arising from the Agreement or HAP contract. 1.22 Transfer of the Agreement, HAP Contract or Property A. PHA Consent to Transfer The owner agrees that the owner has not made and will not make any transfer in any form, including any sale or assignment, of the Agreement, HAP contract or the property without the prior written consent of the PHA. A change in ownership in the owner, such as a stock transfer or transfer of the interest of a limited partner, is not subject to the provisions of this section. Transfer of the interest of a general partner is subject to the provisions of this section. B. Procedure for PHA Acceptance of Transferee Where the owner requests the consent of the PHA for a transfer in any form, including any sale or assignment, of the Agreement, the HAP contract or the property, the PHA. must consent to a transfer of the Agreement or HAP contract if the transferee agrees in writing (in a form acceptable to the PHA) to comply with all the terms of the Agreement and HAP contract, and if the transferee is acceptable to the PHA. The PHA's criteria for acceptance of the transferee must be in accordance with HUD requirements. C. When Transfer is Prohibited The PHA will not consent to the transfer if any transferee, or any principal or interested party is debarred, suspended subject to a limited denial of participation, or otherwise excluded under 2 CFR part 2424, or is listed on the U.S. General Services Administration list of parties excluded from Federal procurement or nonprocurement programs. 1.23 Exclusion from Federal Programs A. Federal Requirements The owner must comply with and is subject to requirements of 2 CFR part 2424. Page 12 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-62 B. Disclosure The owner certifies that: 1. The owner has disclosed to the PHA the identity of the owner and any principal or interested party. Neither the owner nor any principal or interested party is listed on the U.S. General Services Administration list of parties excluded from Federal procurement and nonprocurement programs; and none of such parties are debarred, suspended, subject to a limited denial of participation or otherwise excluded under 2 CFR part 2424. 1.24 Lobbying Certifications A. The owner certifies, to the best of owner's knowledge and belief, that: 1. No Federally appropriated funds have been paid or will be paid, by or on behalf of the owner, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of the Agreement or HAP contract, or the extension, continuation, renewal, amendment, or modification of the HAP contract. 2. If any funds other than Federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer-or- employee ofCongress, or an employee of a Member of Congress in connection with the Agreement or HAP contract, the owner must complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying.' in accordance with its instructions. B. This certification by the owner is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Page 13 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-63 1.25 Subsidy Layering A. Owner Disclosure The owner must disclose to the PHA, in accordance with HUD requirements, information regarding any related assistance from the Federal Government, a State, or a unit of general local government, or any agency or instrumentality thereof, that is made available or is expected to be made available with respect to the contract units. Such related assistance includes, but is not limited to, any loan, grant, guarantee, insurance, payment, rebate, subsidy, credit, tax benefit, or any other form of direct or indirect assistance. B. Limit of Payments Housing assistance payments under the HAP contract must not be more than is necessary, as determined in accordance with HUD requirements, to provide affordable housing after taking account of such related assistance. The PHA will adjust in accordance with HUD requirements the amount of the housing assistance payments to the owner to compensate in whole or in part for such related assistance. 1.26 Prohibition of Discrimination A. The owner may not refuse to lease contract units to, or otherwise discriminate against, any person or family in leasing of a contract unit, because of race, color, religion, sex, national origin, disability, age or familial status. -B: ----The owner must comply with the following- requirements, -The Fair Housing Act (42 U.S.C. 3601-19) and implementing regulations at 24 CFR part 100 et seq. ; Executive Order 11063, as amended by Executive Order 12259 (3 CFR, 1959- 1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing Programs) and implementing regulations at 24 CFR part 107; title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d-2000d-4) (Nondiscrimination in Federally Assisted Programs) and implementing regulations at 24 CFR part 1; the Age Discrimination Act of 1975 (42 U.S.C. 6101-6107) and implementing regulations at 24 CFR part 146; section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at part 8 of this title; title Il of the Americans with Disabilities Act, 42 U.S.C. 12101 et seq. ; 24 CFR part 8; section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR part 135; Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086, and 12107 (3 CFR, 1964- Page 14 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-64 1965 Comp., p. 339; 3 CPR, 1966-1970 Comp., p. 684; 3 CPR, 1966-1970 Comp., p. 803; 3 CFR, 1978 Comp., p. 230; and 3 CFR, 1978 Comp., p. 264, respectively) (Equal Employment Opportunity Programs) and implementing regulations at 41 CPR chapter 60; Executive Order 11625, as amended by Executive Order 12007 (3 CFR, 1971-1975 Comp., p. 616 and 3 CFR, 1977 Comp., p. 139) (Minority Business Enterprises); Executive Order 12432 (3 CFR, 1983 Comp., p. 198) (Minority Business Enterprise Development); and Executive Order 12138, as amended by Executive Order 12608 (3 CFR, 1977 Comp., p. 393 and 3 CFR, 1987 Comp., p. 245) (Women's Business Enterprise). C. The PHA and the owner must cooperate with HUD in the conducting of compliance reviews and complaint investigations pursuant to all applicable civil rights statutes, Executive Orders, and all related rules and regulations. 1.27 PHA and HUD Access to Premises and Owner Records A. The owner must furnish any information pertinent to this Agreement as may be reasonably required from time to time by the PHA or HUD. The owner shall furnish such information in the form and manner required by the PHA or HUD. B. The owner must permit the PHA or HUD or any of their authorized representatives to have access to the premises during normal business hours and, for the purpose of audit and examination, to have access to any books, documents, papers and records of the owner to the extent necessary to determine compliance with the Agreement. 1.28 Notices and Owner Certifications A. Where the owner is required to give any notice to the PHA pursuant tot is Agreement, such notice shall be in writing and shall be given in the manner designated by the PHA. B. Any certification or warranty by the owner pursuant to the Agreement shall be deemed a material representation of fact upon which reliance was placed when this. transaction was entered into. Page 15 of 17 HUD 52531 A Agreement, Part I of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-65 1.29 HUD Requirements A. The Agreement and the HAP contract shall be interpreted and implemented in accordance with all statutory requirements, and with all HUD requirements, including amendments or changes in HUD requirements. The owner agrees to comply with all such laws and HUD requirements B. HUD requirements are requirements that apply to the project-based voucher program. HUD requirements are issued by HUD Headquarters as regulations, Federal Register notices or other binding program directives. 1.30 Applicability of Part 11 provisions - Check all that apply ? Training, Employment and Contracting Opportunities Section 2.1 applies if the total of the contract rents for all units under the proposed HAP contract, over the maximum term of the contract, is more than $200,000. ? Equal Employment Opportunity Section 2.2 only applies to construction contracts of more than $10,000. ? Labor Standards Requirements Sections 2.4, 2.8 and 2.10 apply when this Agreement covers nine or more units. ? Flood Insurance Section 2.11 applies if units are located in areas having special flood hazards and in which flood insurance is available under the National Flood Insurance Program. Page 16 of 17 HUD 52531A Agreement, Part I of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-66 EXECUTION OF THE AGREEMENT PUBLIC HOUSING AGENCY Name (Print) By: Signature of Authorized Representative Official title (Print): Date: OWNER Name (Prin By: Signature of Authorized Representative Official Title (Print): Date: Page 17 of 17 HUD 52531A Agreement, Part 1 of 2 Previous Editions are obsolete Project-based Voucher Program 80A-67 8OA-68 OMB Approval No. 2577-0169 (exp. 04/30/2014) 2.1 Training, Em to ment and Contracting O ortunities (a) The project assisted under this Agreement is subject to the requirements of section 3 of the Housing Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. The owner shall carry out the provisions of section 3 and the regulations issued by HUD as set forth in 24 CFR part 135 and all applicable rules and orders of HUD issued thereunder prior to the execution of this Agreement. This shall be a condition of the Federal financial assistance provided to the project, binding upon the owner, the owner's contractors and subcontractors, successors and assigns. Failure to fulfill these requirements shall subject the owner, the owner's contractors and subcontractors, successors and assigns to the sanctions specified by this Agreement, and to such sanctions as are specified by 24 CFR part 135. (b) The owner shall incorporate or cause to be incorporated into any contract or subcontract for work pursuant to this Agreement in excess of $100,000 the following clause: (1) The work to be performed under this contract is subject to the requirements of section 3 of the Housing Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3 shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. Page 1 of 15 HUD 52531 B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-69 This agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless that collection displays a valid OMB control number. Assurances of confidentiality are not provided under this collection. (2) The parties to this Agreement agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this Agreement, the parties to this Agreement certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. (3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, and shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (4) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. (5) The contractor will certify that any vacant employment positions, including _.training positions, that are filled (1) after the contractor is..selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. (6) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this Agreement for default, and debarment or suspension from future HUD assisted contracts. (7) With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self Determination and Education Assistance Act (25 U.S.C. 405e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible: (i) preference and opportunities for training and employment shall be given to Page 2 of 15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-70 Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprise. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). .2 EQUAL EMPLOYMENT OPPORTUNIT (a) The owner shall incorporate or cause to be incorporated into any contract in excess of $10,000 for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR chapter 60, which is to be performed pursuant to this Agreement, the following nondiscrimination clause: During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, creed, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all-solicitations or advertisements for employees placed by - or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which the contractor has a collective bargaining agreement or other contract or understanding, a notice to be provided by or at the direction of the Government advising the labor union or workers representative 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. Page 3 of 15 HUD 52531 B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-71 (4) The contractor of will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and with the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by HUD 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 noncompliance with the nondiscrimination clauses of this contract or with any of the 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 contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imported and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Government may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Government, the contractor may request the United States to enter into such litigation to protect the interest of the United States. (b) The owner agrees to be bound by the above nondiscrimination clause with respect to his or her own employment practices when participating in federally assisted construction work. (c) The owner agrees to assist and cooperate actively with HUD and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the nondiscrimination clause and the rules, regulations, and relevant orders of the Secretary of Labor, to furnish HUD and the Secretary of Labor such information Page 4 of 15 HUD 52531 B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-72 as they may require for the supervision of such compliance, and to otherwise assist HUD in the discharge of HUD's primary responsibility for securing compliance. (d) The owner further agrees to refrain from entering into any contract or contract modification subject to Executive Order No. 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the nondiscrimination clause as may be imposed upon contractors and subcontractors by HUD or the Secretary of Labor pursuant to the Executive Order. In addition, if the owner fails or refuses to comply with these undertakings, HUD may take any or all of the following actions; cancel, terminate, or suspend in whole or in part this Agreement; refrain from extending any further assistance to the owner under the program with respect to which the failure or refusal occurred until satisfactory assurance of future compliance has been received from the owner, and refer the case to the Department of Justice for appropriate legal proceedings. .3 RESERVED .4 HUD-FEDERAL LABOR STANDARDS PROVISIONS The owner is responsible for inserting the entire text of section 2.4 of this Agreement in all construction contracts and, if the owner performs any rehabilitation work on the project, the owner must comply with all provisions of section 2.4. (Note: Sections 2.4(b) and (c) apply only when the amount of the prime contract exceeds $100,000.) (a)(1)(i) Minimum Wages. All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project) will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made part hereof regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section l(b)(2) of the Davis-Bacon Act on behalf of laborers or Page 5 of 15 - HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-73 mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of 29 CFR 5.5(a)(1)(iv); also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs, which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under 29 CFR 5.5(a)(1)(ii) and the Davis-Bacon poster (WH-1321)) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. HUD shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and HUD or its designee agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by HUD or its designee to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, D. C. 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is necessary. Page b of. 15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-74 (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and HUD or its designee do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including the views of all interested parties and the recommendation of HUD or its designee, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within the 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determinations or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program: Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholdine. HUD or its designee shall upon _its.own action or-upon written request of an authorized representative of the Department of Labor withhold or cause to be --- --- withheld from the contractors under this contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such Page 7 of 15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-75 violations have ceased. HUD or its designee may, after written notice to the contractor, disburse such amounts withheld for and on account of the contractor or subcontractor to the respective employees to whom they are due. (3)(i) Payrolls and Basic Records. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the naive, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section l(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5 (a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section l(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to HUD or_ts designee if the agency is a party to the , contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant, sponsor, or owner, as the case maybe, for transmission to HUD or its designee. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i). This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: Page 8 of 15 Previous Editions are obsolete HUD 52531B Agreement, Part 2 of 2 Project-based Voucher Program 8OA-76 (1) That the payroll for the payroll period contains the information required to be maintained under 29 CFR 5.5 (a)(3)(i) and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of Title 18 and section 231 of Title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of HUD or its designee or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause.-the suspension.of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4)(i) Apprentices and Trainees. Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary Page 9 of15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-77 employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeymen's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.1 b, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor; Employment and Training Administration. The ratio of trainees to journeymen on the. job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee Page 10 of 15 HUD 52531 B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-78 rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal Employment Opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act Requirements. The contractor shall comply with the requirements of 29 CFR part 3 which are incorporated by reference in this Agreement. (6) Subcontracts. The contractor or subcontractor will insert in any subcontracts the clauses contained in section 2.4(a)(1) through (11) and such other clauses as HUD or its designee may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this section 2.4(a). (7) Contract Terminations, Debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and related Acts contained in 29 CFR parts , an 5 are herein incorporated by reference in this contract. (9) Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and HUD or its designee, the U. S. Department of Labor, or the employees or their representatives. Page 11 of 15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-79 (10)(i) Certification of Eligibility. By entering into this Agreement, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR part 24. (ii) No part of this Agreement shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR S. 12(a)(1) or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR part 24. (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally, U.S. Criminal Code, section 1010, Title 18, U.S.C., "Federal Housing Administration transactions, provides in part: "Whoever, for the purpose of ...influencing in any way the action of such Administration ...makes, utters or publishes any statement, knowing the same to be false... shall be fined not more than $5,000 or imprisoned not more than two years, or both." 11. Complaints. Proceedings, or Testimony by Employees. No laborer or mechanic to whom the wage, salary, or other labor standards provisions of this Agreement are applicable shall be discharged or in any other manner discriminated against by the Contractor or any subcontractor because such employee has filed any complaint or instituted or caused to be instituted any proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under this Agreement to his employer. (b) Contract Work Hours and Safety Standards Act. The provisions of this paragraph (b) are applicable only where the amount of the prime contract exceeds $100,000. As used .. ......... in this paragraph, the terms "laborers" and "mechanics" include watchmen and guards. (1) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation: Liabili for Unpaid Wages: Liquidated Damages. In the event of any violation of the clause set forth in subparagraph (1) of this paragraph, the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work Page 12 of 15 Previous Editions are obsolete HUD 52531 B Agreement, Part 2 of 2 Project-based Voucher Program 80A-80 done under- contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (1) of this paragraph, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in subparagraph (1) of this paragraph. (3) Withholding for Unpaid Wages and Liquidated Damages. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor- such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in subparagraph (2) of this paragraph. (4) Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs (1) through (4) of this paragraph. (c) Health and Safety. The provisions of this paragraph (c) are applicable only where the amount of the prime contract exceeds $100,000. (1) No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous ordarigerous to his health and safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation. (2) The contractor shall comply with all regulations issue by the Secretary of Labor pursuant to Title 29 part 1926 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, 40 USC 3701 et seq. (3) The contractor shall include the provisions of this paragraph in every subcontract so that such provisions will be binding on each subcontractor. The contractor shall take such action with respect to any subcontract as the Secretary of Housing and Page 13 of 15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-81 Urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions. 2.5-2.7 RESERVED 2.8 WAGE AND CLAIMS ADJUSTMENTS The owner shall be responsible for the correction of all violations under section 2.4, including violations committed by other contractors. In cases where there is evidence of underpayment of salaries or wages to any laborers or mechanics (including apprentices and trainees) by the owner or other contractor or a failure by the owner or other contractor to submit payrolls and related reports, the owner shall be required to place an amount in escrow, as determined by HUD sufficient to pay persons employed on the work covered by the Agreement the difference between the salaries or wages actually paid such employees for the total number of hours worked and the full amount of wages required under this Agreement, as well as an amount determined by HUD to be sufficient to satisfy any liability of the owner or other contractor for liquidated damages pursuant to section 2.4. The amounts withheld may be disbursed by HUD for and on account of the owner or other contractor to the respective employees to whom they are due, and to the Federal Government in satisfaction of liquidated damages under section 2.4. 2.9 RESERVED .10 EVIDENCE OF UNITS COMPLETION; ESCRO (a) The owner shall evidence the completion of the unit(s) by furnishing the PHA, in addition to the requirements listed in Part I of this Agreement,.a. certification of compliance with the provisions of sections 2.4 and 2.8 of this Agreement, and that to the best of the owner's knowledge and belief there are no claims of underpayment to laborers or mechanics in alleged violation of these provisions of the Agreement. In the event there are any such pending claims to the knowledge of the owner, the PHA, or HUD, the owner will place a sufficient amount in escrow, as directed by the PHA or HUD, to assure such payments. (b) The escrows required under this section and section 2,8 of shall be paid to HUD, as escrowee, or to an escrowee designated by HUD, and the conditions and manner of releasing such escrows shall be designated and approved by HUD. Page 14 of 15 HUD 52531 B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 8OA-82 2.11 FLOOD INSURANC If the project is located in an area that has been identified by the Federal Emergency Management Agency as an area having special flood hazards and if the sale of flood insurance has been made available under the National Flood Insurance Program, the owner agrees that: (1) the project will be covered, during the life of the property, by flood insurance in an amount at least equal to its development or project cost (less estimated land cost) or to the limit of coverage made available with respect to the particular type of properly under the National Flood Insurance Act of 1968, whichever is less; and (2) that it will advise any prospective purchaser or transferee of the property in writing of the continuing statutory requirement to maintain such flood insurance during the life of the property. Page 15 of 15 HUD 52531B Agreement, Part 2 of 2 Previous Editions are obsolete Project-based Voucher Program 80A-83 8OA-84 Exhibit 4 OMB Approval No. 2577-0169 (exp. 04/30/2014 U.S. Department Of Housing and Urban Development Office of Public and Indian Housing SECTION 8 PROJECT-BASED VOUCHER PROGRAM PBV HOUSING ASSISTANCE PAYMENTS CONTRACT NEW CONSTRUCTION OR REHABILITATION PART I OF HAP CONTRACT This agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless that collection displays a valid OMB control number. Assurances of confidentiality are not provided under this collection. L CONTRACT INFORMATION a. Parties This housing assistance payments (HAP) contract is entered into between: Housing Authority of the City of Santa Ana Depot at Santiago, LP b. Contents of contract- ( PHA) and (owner), The HAP contract consists of Part 1, Part 2 and the contract exhibits listed in paragraph c. c. Contract exhibits The HAP contract includes the following exhibits: EXHIBIT A: TOTAL NUMBER OF UNITS IN PROJECT COVERED BY THIS HAP CONTRACT; INITIAL RENT TO OWNER; AND THE NUMBER AND DESCRIPTION OF TI4E CONTRACT UNITS. (See 24 CFR 983.203 for required items.) If this is a multi-stage project, this exhibit must include a description of the units in each completed phase. Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete Exhibit 4 HUD 52530A Page- 1 - of Part 1 8OA-85 EXHIBIT B: SERVICES, MAINTENANCE AND EQUIPMENT TO BE PROVIDED BY THE OWNER WITHOUT CHARGES IN ADDITION TO RENT TO OWNER EXHIBIT C: UTILITIES AVAILABLE IN THE CONTRACT UNITS, INCLUDING A LISTING OF UTILITIY SERVICES TO BE PAID BY THE OWNER (WITHOUT CHARGES IN ADDITION TO RENT TO OWNER) AND UTILITIES TO BE PAID BY THE TENANTS EXHIBIT D: FEATURES PROVIDED TO COMPLY WITH PROGRAM ACCESSIBILITY FEATURES OF SECTION 504 OF THE REHABILITATION ACT OF 1973 ADDITIONAL EXHIBITS d. Single-Stage and Multi-Stage Contracts (Check the applicable box.) I . ? Single-Stage Project This is a single-stage project. For all contract units, the effective date of the HAP contract is: The PHA enters the effective date, and executes the HAP contract, after completion and PHA acceptance of all units in the single stage project. 2. ? Multi-Stage Project This is a multi-stage project. The units in each completed stage are designated in Exhibit A. The PHA enters the effective date for each stage after completion and PHA acceptance of all units in that stage. The PHA enters the effective date for each stage in the "Execution of HAP contract for contract units completed in stages" (starting on page 8). The annual anniversary date of the HAP contract for all contract units in this multi-stage project is the anniversary of the effective date of the HAP contract for the contract units included in the first stage. The expiration date of the HAP contract for all of the contract units completed in stages must be concurrent with the end of the HAP contract term for the units included in the first stage. (See 24 CFR 983.206(c).) Project-based Voucher Program HAI' Contract for New Construction or Rehabilitation Previous editions are obsolete HUD 52530A Page - 2 - of Part I 8OA-86 C. Term of the HAP contract Beginning of Term The PHA may not enter into a HAP contract for any contract unit until the PHA has determined that the unit complies with the housing quality standards. The term of the HAP contract for any unit begins on the effective date of the HAP contract. 2. Length of initial term a, Subject to paragraph 2.b, the initial term of the HAP contract for any contract units is: b. The initial term of the HAP contract for any unit may not be less than one year, nor more than fifteen years. 3. Extension of term The PHA and owner may agree to enter into an extension of the HAP contract at the time of initial HAP contract execution or any time prior to expiration of the contract. Any extension, including the term of such extension, must be in accordance with HUD requirements. A PHA must determine that any extension is appropriate to achieve long-term affordability of the housing or expand housing opportunities. 4, __ Requirement for sufficient appropriated funding a. The length of the initial term and any extension term shall be subject to availability, as determined by HUD, or by the PHA in accordance with HUD requirements, of sufficient appropriated funding (budget authority), as provided in appropriations acts and in the PHA's annual contributions contract (ACC) with HUD, to make full payment of housing assistance payments due to the owner for any contract year in accordance with the HAP contract. b. The availability of sufficient funding must be determined by HUD or by the PHA in accordance with HUD requirements. If it is determined that there may not be sufficient funding to continue housing assistance payments for all contract units and for the full term of the HAP contract, the PHA. has the right to terminate the HAP contract by notice to the owner for all or any of the contract units. Such action by the PHA shall be implemented in accordance with HUD requirements. Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete HUD 52530A Page - 3 - of Part 1 8OA-87 f. Occupancy and payment 1. Payment for occupied unit During the term of the HAP contract, the PHA shall make housing assistance payments to the owner for the months during which a contract unit is leased to and occupied by an eligible family. If an assisted family moves out of a contract unit, the owner may keep the housing assistance payment for the calendar month when the family moves out ("move-out month"). However, the owner may not keep the payment if the PHA determines that the vacancy is the owner's fault. 2. Vacancy payment T14E P14A 14AS DISCRETION WHETHER TO INCLUDE THE VACANCY PAYMENT PROVISION (PARAGRAPH Q), OR TO STRIKE TIIIS PROVISION FROM THE HAP CONTRACT FORM. a. If an assisted family moves out of a contract unit, the PHA may provide vacancy payments to the owner for a PHA-determined vacancy period extending from the beginning of the first calendar month after the move-out month for a period not exceeding two full months following the move-out month. b. The vacancy payment to the owner for each month of the maximum two-month period will be determined by the PHA, and cannot exceed the monthly rent to owner under the assisted lease, minus any portion of the rental payment received by the owner (including amounts available from the tenant's security deposit). Any vacancy payment may only cover the period the unit remains vacant. c. ...... The PHA-may only make vacancy payments to the owner if: - I. The owner gives the PHA prompt, written notice certifying that the family has vacated the unit and the date when the family moved out (to the best of the owner's knowledge and belief}; 2. The owner certifies that the vacancy is not the fault of the owner and that the unit was vacant during the period for which payment is claimed; 3. The owner certifies that it has taken every reasonable action to minimize the likelihood and length of vacancy; and Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete HUD 52530A Page - A - of Part 1 8OA-88 4. The owner provides any additional information required and requested by the PHA to verify that the owner is entitled to the vacancy payment. d. The PHA must take every reasonable action to minimize the likelihood and length of vacancy. C. The owner may refer families to the PHA, and recommend selection of such families from the PHA waiting list for occupancy of vacant units. f The owner must submit a request for vacancy payments in the form and manner required by the PHA and must provide any information or substantiation required by the PHA to determine the amount of any vacancy payments. 3. PHA is not responsible for family damage or debt to owner Except as provided in this paragraph f (Occupancy and Payment), the PHA will not make any other payment to the owner under the HAP contract. The PHA will not make any payment to owner for any damages to the unit, or for any other amounts owed by a family under the family's lease. g. Income-mixing requirement Except as provided in paragraphs g.2 and 3, the PHA will not make housing assistance payments under the HAP contract for more than 25 percent of the total number of dwelling units (assisted or unassisted) in any project. The term "project" means a single building, multiple contiguous buildings, or multiple buildings on contiguous parcels of land assisted under this HAP contract. 2. The limitation in paragraph g.I does not apply to single-family buildings. In referring eligible families to the owner for admission to the number of contract units in any project exceeding the 25 percent limitation under paragraph g.l, the PHA shall give preference to elderly or disabled families, or to families receiving supportive services, for the number of contract units designated for occupancy by such families. The owner shall rent the designated number of contract units to such families referred by the PHA from the PHA waiting list. 4. The PHA and owner must comply with all HUD requirements regarding income mixing. Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete HUD 52530A Page - 5 - of Part I 8OA-89 5. The following specifies the number of contract units (if any): a. Designated for occupancy by disabled families; b Designated for occupancy by elderly families; C. Designated for occupancy by elderly or disabled families; or d. Designated for occupancy by families receiving supportive services. ? Check this box if any contract units are designated for disabled families. The following number of contract units shall be rented to disabled families: ? Check this box if any contract units are designated for elderly families. The following number of contract units shall be rented to elderly families: ? Check this box if any contract units are designated for elderly or disabled families. The following number of contract -units shall be rented to elderly or disabled families: ? Check this box if any contract units are designated for families receiving supportive services. The following number of contract units shall be rented to families receiving supportive services: Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete IUD 52530A Page - G - of Part I 8OA-90 EXECUTION OF HAP CONTRACT FOR SINGLE-STAGE PROJECT C HOUSING AGENCY (PHA) me of PHA (Print) of authorized representative and official title (Print) ime of Owner (Print) Signature of authorized representative Name and title (Print) Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete IUD 52530A Page - 7 - of Part I 8OA-91 EXECUTION OF HAP CONTRACT FOR CONTRACT UNITS COMPLETED AND ACCEPTED IN STAGES (For multi-stage projects, at acceptance of each stage, the PHA and the owner sign the HAP contract execution for the completed stage.) AGE NO. 1. The Contract is hereby executed for the contract units in this stage. AGE EFFECTIVE DATE. The effective date of the Contract for this stage is: LIC HOUSING AGENCY (PHA) e of PHA (Print) of authorized representative and official title (Print) of Owner (Print) (Signature of authorized representative Name and title (Print) Previous editions are obsolete Project-based Voucher Program HAP Contract for New Construction or Rehabilitation HUD 52530A Page - 8 - of Part l 8OA-92 STAGE NO. 2. The Contract is hereby executed for the contract units in this stage. STAGE EFFECTIVE DATE. The effective date of the Contract for this stage is: PUBLIC HOUSING AGENCY (PHA) Name of PHA (Print) By: Signature of authorized representative Name and official title (Print) Date OWNER Name of Owner (Print) B: Signature of authorized representative Name and title (Print) Date Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete HUD 52530A Page - 9 - of Part I 8OA-93 AGE NO. 3. The Contract is hereby executed for the contract units in this stage. AGE EFFECTIVE DATE. The effective date of the Contract for this stage is: UBLIC HOUSING AGENCY (PHA) ame of PHA (Print) of authorized representative Name and official title (Print) of Owner (Print) Signature of authorized representative and title (Print) Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete HUD 52530A Page - 10 - of Part 1 8OA-94 STAGE NO. The Contract is hereby executed for the contract units in this stage. STAGE EFFECTIVE DATE. The effective date of the Contract for this stage is: PUBLIC HOUSING AGENCY (PHA) Name of PHA (Print) II: Signature of authorized representative Name and official title (Print) Date OWNER Name of Owner (Print) II: Signature of authorized representative Name and title (Print) Date Project-based Voucher Program HAP Contract for New Construction or Rehabilitation Previous editions are obsolete IIUD 52530A rage -11- of Part 1 8OA-95 8OA-96