The URL can be used to link to this page

Home My WebLink About FULL PACKET_2016-10-04MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA SEPTEMBER 20, 2016 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:12 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO (6:22 p.m.) COUNCILMEMBERS Absent: NONE STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:12 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Items 1A through 1D continued from the August 16, 2016 City Council meeting. CITY COUNCIL MINUTES 1 SEPTEMBER 20, 2016 1 0A -1 A. Charles Backes v. City of Santa Ana, Workers' Compensation Appeals Board case #ADJ9188836 B. Custom Organic Care Providers Inc. v. City of Santa Ana, Orange County Superior Court Case No. 30- 2016 - 00833152 -CU -CR -CJC C. Nature's Green Collective v. City of Santa Ana, Orange County Superior Court Case No. 30- 2016 - 00852134 -CU -MC -CJC D. Good Life Patients Association v. City of Santa Ana, Orange County Superior Court Case No. 30- 2016 - 00860243 -CU -MC -CJC E. Antonio Quintanilla et al. v. City of Santa Ana, Orange County Case No. 30- 2015- 00803957 -CU -N P -CJ C F. Gregory A. Preston as Trustee of the Letitia Preston Testamentary Trust, dated November 17 1983, and as Trustee of the Richard E. Preston and Donarae Preston Family Trust dated May 10 1985 vs. City of Santa Ana, Case No. 30- 2016 - 00868204 -CU -OR -CJC G. 1901 First Street Owner. LLC v. Tustin Unified School District, Orange County Superior Court Case No.: 30- 2015 - 00803234 -CU -WM -CJC 2. CONFERENCE WITH LEGAL COUNSEL -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One case 3. PUBLIC EMPLOYEE - PERFORMANCE EVALUATION pursuant to Section 54957(b)(1) of the Government Code: Title: Clerk of the Council CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 6:08 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 SEPTEMBER 20, 2016 1 0A -2 CALLED TO ORDER REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:10 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: None STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO BOB BARNETT, POLICE CHAPLAIN SPECIAL PRESENTATION by Southern California Gas Company representative Jennifer Vaughn who provided an update on activities in the Santa Ana community. EXCEPTIONAL SERVICE AWARD presented by MAYOR PULIDO and COUNCILMEMBER MARTINEZ recognizing the late Lewis Whitehead's contributions in establishing the Orange County Rescue Mission and providing over 25 years of outstanding services, community leadership and many contributions to the City of Santa Ana. PROCLAMATION presented by MAYOR PULIDO to Alzheimer's Orange County recognizing September as World Alzheimer's Awareness Month. CITY COUNCIL MINUTES 3 SEPTEMBER 20, 2016 1 0A -3 CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM SARMIENTO to Youth -on- the -Move, Inc.'s students essay contest winners, parents, and teachers for helping youth succeed in life and to the Santa Ana Kiwanis Club for their support. Students: Adrian Herrera, Mauricio Herrera, Tyler Mann, Aryanna Martinez, and Karlo Martinez Parents: Yadira Garcia, Jason Mann, Marisol Martinez and Ruben Martinez Teachers: Dr. Patricia Adelekan, Lavonda Jackson, and Linda Jaeckels Sponsors: Linda Jaeckels and the Santa Ana Kiwanis Club PROCLAMATION presented by MAYOR PRO TEM SARMIENTO AND COUNCILMEMBER MARTINEZ declaring the month of September as Latino Voter Registration Month. PROCLAMATION presented by COUNCILMEMBER MARTINEZ to Para Todos Magazine in recognition of Hispanic Heritage Month. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MARTINEZ to Southern California Association of Governments in recognition of Pedestrian Safety Month and their efforts and dedication to the Go Human Campaign. PUBLIC COMMENTS • Placencia spoke on behalf of Concepcion Vasquez, student at Centennial Education Center, urged the City Council to extend the lease to keep the school open. • Rachel Suason, student at Centennial Education Center, shared her positive experience and asked that the school continue to serve the community. CLOSED SESSION REPORT- See Item 19A for any reportable actions. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on Consent Calendar Items 10A through 25J, with the following modifications: • Councilmembers Amezcua and Tinajero abstained on Agenda Item 25D due to their employment with the Santa Ana Unified School District; and • Councilmember Martinez pulled Agenda Items 20A, 20C, 25C, 25E, 25J and 25H for separate discussion. CITY COUNCIL MINUTES 4 SEPTEMBER 20, 2016 1 0A -4 MOTION: Benavides VOTE: AYES: NOES I_1'b3IFe1101 SECOND: Reyna Amezcua, Benavides, Sarmiento (6) None (0) None (0) ABSENT: Tinajero (0) Martinez, Pulido, Reyna, ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF SEPTEMBER 6, 2016 (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION: Approve Minutes. BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES (STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Receive and file. NAME MEETING DATE Finance, Economic Development & Technology Cmtee. (Cancelled) 9/12/2016 MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve as follow: CITY COUNCIL MINUTES 5 SEPTEMBER 20, 2016 1 0A -5 ma 19C. 19D. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: • Charles Backes v. City of Santa Ana, Workers' Compensation Appeals Board case #ADJ9188836 — Settlement in the amount of $185,142 approved by 6 -0 vote (Tinajero absent) • 1901 First Street Owner LLC v. Tustin Unified School District, Orange County Superior Court Case No.: 30- 2015 - 00803234- CU- WM -CJC — City Council provided staff direction (Sarmiento abstained). 2. CONFERENCE WITH LEGAL COUNSEL -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One case — City Council provided staff direction (Sarmiento abstained). EXCUSED ABSENCES — None STRATEGIC PLAN MONTHLY REPORT FOR AUGUST 2016 {STRATEGIC PLAN NO. 5, 1) - City Manager's Office MOTION: Receive and file. DESTRUCTION OF OBSOLETE CITY RECORDS - {STRATEGIC PLAN NO. 5, 11 - Finance and Management Services; 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. The Citywide Records Retention Schedule has specific retention periods for many City documents. The Schedule is modeled after the California Secretary of State's sample for local government and incorporates other statutory periods applicable to Santa Ana. These are minimum retention periods. Each department makes discretionary decisions on whether to retain records past the minimum requirements. 19E. UPDATE ON GIANT RIVER OTTER HABITAT FUNDRAISING BY FRIENDS OF SANTA ANA ZOO {STRATEGIC PLAN NO. 2, 2E) - Parks, Recreation and Community Services Agency MOTION: Receive and file. CITY COUNCIL MINUTES 1 0A -6 SEPTEMBER 20, 2016 19F. REQUEST FOR QUALIFICATIONS FOR COMMUNITY HOUSING DEVELOPMENT ORGANIZATIONS (STRATEGIC PLAN NO 5, 31 - Community Development Agency Community Redevelopment and recommended action on August 24, Gomez absent). MOTION: Receive and file. Housing Commission approved 2016 by a vote of 4 -0 (Garcia and 19G. FOLLOW -UP TO SANTA ANA POLICE DEPARTMENT STATISTICS MEMORANDUM (STRATEGIC PLAN NO. 1, 2) - City Manager's Office Memorandum attached to staff report is a follow -up to the September 6, 2016 City Council Meeting Agenda Item 19J related to crime and public safety statistics. MOTION: Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A: Councilmember Martinez, applauded staff for moving in this direction and asked how water funds being transferred back into General Fund will be used. City Manager Cavazos, noted that funds will be used to build infrastructure and build on capital improvement projects and will memorialize. Mayor Pro Tern Sarmiento, thanked Councilmember Martinez for voicing concerns in the past; funds and expenditures to be tracked and address deferred maintenance. MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) CITY COUNCIL MINUTES 7 SEPTEMBER 20, 2016 1 0A -7 APPROPRIATION ADJUSTMENT NO. 2017 -032 - Reducing the budgeted appropriation for the Sanitation Fund in the amount of $1,601,440. 2. Authorize expenditures related to Graffiti Abatement Services for Fiscal Year 2016 -17, in the amount of $1,200,000, within the General Fund. 3. Direct staff to calculate a Sanitation rate reduction corresponding to the reduction in appropriation and related expenditures recommended for the Sanitation Fund. 4. Direct staff to reduce an assessment from the Water Enterprise Fund to the General Fund for Fiscal Year 2016 -17 by $2,388,082. MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 20B. COOPERATIVE AGREEMENT TO RECEIVE ARTERIAL PAVEMENT MANAGEMENT PROGRAM GRANT FUNDS FOR IMPLEMENTATION OF THE FAIRVIEW STREET PAVEMENT MAINTENANCE PROJECT (PROJECT NO. 17 -6881 NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: 1. AGMT NO. 2016 -265 - Authorize the City Manager and Clerk of the Council to execute a Cooperative Agreement with the Orange County Transportation Authority, for the term beginning upon execution by the Orange County Transportation Authority Board of Directors and ending upon Orange County Transportation Authority project acceptance, in the amount of $500,000 with a required City match fund in the amount of $1,250,000, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment. (Requires five affirmative votes) CITY COUNCIL MINUTES 8 SEPTEMBER 20, 2016 1 0A -8 BOG. APPROPRIATION ADJUSTMENT NO. 2017 -027 - Recognize Arterial Pavement Management Program grant funds in the amount of $500,000 into the Select Street Construction revenue account and appropriate the same in the expenditure account. Councilmember Martinez, thanked developer for applying for grants that will be used for safety improvements. MOTION: 1. AGMT NO. 2016 -266- Authorize the City Manager and Clerk of the Council to execute an agreement with Depot at Santiago, L.P., in an amount not to exceed $400,000 for the term beginning upon execution of the contract and ending upon project completion, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -28 - Recognize Developer Contribution funds in the amount of $400,000 in the Select Street Construction Fund revenue account and appropriate the same to the Select Street Construction Fund expenditure account. MOTION: Martinez SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 20D. AWARD CONTRACT FOR INSTALLATION OF GRANT- FUNDED TRAFFIC SIGNAL MODIFICATIONS AT FOUR INTERSECTION LOCATIONS: 17TH STREET AT ENGLISH STREET, MACARTHUR BOULEVARD AT PLAZA DRIVE, EDINGER AVENUE AT SULLIVAN STREET, AND WESTMINSTER CITY COUNCIL MINUTES 9 SEPTEMBER 20, 2016 1 0A -9 AVENUE AT CLINTON STREET (PROJECT NO. 15 -6834) {STRATEGIC PLAN NO. 6, 1 B & 1 G) - Public Works Agency MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -029 - Approve for Fiscal Year 2016/2017 to recognize $104,456 from the Highway Safety Improvement Program funds into the Federal Aid Safety Program revenue account and appropriating the same to the Federal Aid Safety Program expenditure account. 2. Award a contract and authorize the City Manager and Clerk of the Council to execute a construction contract to California Professional Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $872,755, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Traffic Signal Modifications at Four Locations project, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for a total estimated project delivery cost of $1,090,945, which includes the contract base amount, administration, inspection, testing, and an authorized contingency of $87,280. 20E. IMPLEMENT CIVIC CENTER SAFETY AND SECURITY ENHANCEMENT PROGRAM {STRATEGIC PLAN NO 1, 1G; 6, 1A, 1B, 1C; 7, 4) - City Manager's Office and Finance and Management Services Joese Hernandez, Orange County Communities Organized for Responsible Development (OCCORD), urged the City Council to create long term solutions; homeless issue highlights the importance for affordable housing. MOTION: 1. Approve the Civic Center Safety and Security Program for a the total project amount of $1,319,672 and direct the City Manager to collaborate with the County of Orange in implementing various common area enhancements through a joint funding initiative for the Civic Center Joint Powers Authority area. 2. Approve an appropriation adjustment. (Requires five affirmative votes) CITY COUNCIL MINUTES 10 SEPTEMBER 20, 2016 1 0A -10 APPROPRIATION ADJUSTMENT NO. 2017 -033 - Appropriating the City's contribution of $731,836 toward the total funding need of $1,319,672 from fund balance, resulting from Fiscal Year 2015 -16, to fund various Civic Center Safety and Security Enhancement initiatives. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 16 -093 - SOIL, PLANT, AND WATER TREATMENT CHEMICALS (STRATEGIC PLAN NO. 6, 1C) (Parks, Recreation and Community Services Agency; and Public Works Agency) - Finance and Management Services MOTION: Award a contract to Target Specialty Products for a one year period expiring September 30, 2017, with provisions for four one -year renewal options exercisable by the City Manager, in an annual amount not to exceed $90,000, subject to non - substantive changes approved by the City Manager and City Attorney. 226. SPEC. NO. 16 -094 - CITYWIDE ELECTRICAL SERVICES {STRATEGIC PLAN NO. 6, 1C} (Parks, Recreation and Community Services Agency; Public Works Agency; and Police Department) - Finance and Management Services MOTION: Award contracts for a one -year period expiring September 30, 2017, with provisions for three one -year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $160,000 subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Fullerton Electric Co. Fullerton Inter - Pacific, Inc. Tustin Williams & Maher, Inc. Santa Ana 22C. SPEC. NO. 16 -059 - CHAIN LINK FENCE RENTALS {STRATEGIC PLAN NO. 5, 41 (Community Development Agency; Parks, Recreation and Community Services Agency; Public Works Agency) - Finance and Management Services MOTION: Award contracts for a two -year period expiring September 30, 2018, with provisions for three one -year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $67,000; which includes a $7,000 contract for portable restroom rentals, subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: CITY COUNCIL MINUTES 11 SEPTEMBER 20, 2016 1 0A -11 Vendor Location United Site Service, Inc. El Monte Quality Fence Co, Inc. Paramount 22D. SPEC. NO. 161 -101 - ORANGE COUNTY SHERIFF'S DEPARTMENT BOMB SQUAD ROBOT UPGRADES {STRATEGIC PLAN NO. 1,5} (Police Department) - Finance and Management Services MOTION: Authorize a one -time purchase and payment of purchase order to Remotec in the amount of $70,260, subject to non - substantive changes approved by the City Manager and City Attorney. 22E. SPEC. NO. 16 -096 - CONTRACTOR PLUMBING SERVICES (STRATEGIC PLAN NO. 6, 1C} (Parks, Recreation and Community Services Agency; Public Works Agency; and Police Department) - Finance and Management Services MOTION: Award contracts for a one -year period expiring September 30, 2017, with provisions for three one -year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $115,000 subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location All American Mechanical, Inc. Brea Pro -Craft Construction, Inc. Redlands RT Contractor Corp. Garden Grove Verne's Plumbing, Inc. Buena Park PROJECT /CHANGE ORDER 23A. AWARD CONTRACT FOR THE WALNUT PUMP STATION BUILDING UPGRADE PROJECT LOCATED AT 723 WEST WALNUT STREET (PROJECT 11 -6412) (STRATEGIC PLAN NO. 6, 1 C) - Public Works Agency MOTION: 1. Award a contract and authorize the City Manager and Clerk of the Council to execute a construction contract to Arnaz Engineering Contractors, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $3,596,000, for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Walnut Pump Station CITY COUNCIL MINUTES 12 SEPTEMBER 20, 2016 1 0A -12 Building Upgrade project, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated project delivery cost of $4,854,600, which includes the contract base amount, administration, inspection, testing, and $899,000 contingency. AGREEMENTS 25A. AGMT NO. 2016 -267 — PROVIDE SPACE AT THE DELHI CENTER FOR LIBRARY PROGRAM SERVICES (STRATEGIC PLAN NO. 2, 2A) - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a facility use agreement with the Delhi Center for an amount of $15,000 from October 1, 2016 through June 30, 2017, with two, one -year renewal options at the same amount each year, based of funding availability, subject to non - substantive changes approved by the City Manager and City Attorney. 25B. AGMT NO. 2016 -268 - VETERINARY LABORATORY SERVICES AT THE SANTA ANA ZOO {STRATEGIC PLAN NO. 2, 2E) - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with IDEXX Laboratory, Inc. by increasing the compensation limit by $10,000 to an amount not -to- exceed $35,000 through the remaining term of the agreement, which is from July 1, 2015 to June 30, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Authorize the City Manager and Clerk of the Council to execute a purchase agreement with property owner Johnny Orosco, and goodwill (if any), in the amount of $16,700, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Benavides SECOND: Tinajero CITY COUNCIL MINUTES 13 SEPTEMBER 20, 2016 1 0A -13 VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: Martinez (1) ABSTAIN: None (0) ABSENT: None (0) 25D. AGMT NO. 2016 -270 - AMENDMENT FOR LEASE OF REAL PROPERTY AT 595 EAST 14TH STREET FOR PLACEMENT OF WATER TANK (STRATEGIC PLAN NOS. 2, 1 & 6, 1 C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a first amendment to an agreement with the Santa Ana Unified School District to extend the existing lease of real property located at 595 East 14th Street for the seven -month period beginning September 20, 2016, through April 19, 2017, with provision for an additional renewal, exercisable by the City Manager and City Attorney, subject to non - substantive changes approved by the City Manager and City Attorney. *Councilmembers Tinajero and Amezcua abstained on said item. 25E. AGMT NO. 2016 -271 BRISTOL STREET IMPF , SUITE B PURCHASE AGREEMENT FOR S, PHASE 3A FOR TENANT ATED AT '1111 NORTH BRISTOL 136792 NON- GENERAL FUND) MOTION: Authorize the City Manager and Clerk of the Council to execute a purchase agreement with Tenant - Seller Alejandra Gonzalez for the full purchase price of said tenant interest and goodwill (if any), in the amount of $10,216, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Amezcua Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) Martinez (1) None (0) None (0) CITY COUNCIL MINUTES 14 SEPTEMBER 20, 2016 1 OA -14 25F. AGMT NO. 2016 -272 - POLICY MANUAL MAINTENANCE AND SUPPORT TO THE POLICE DEPARTMENT {STRATEGIC PLAN NO. 1, 1} - Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute a three -year agreement with Lexipol, LLC, for the period of September 20, 2016 through September 19, 2019, in an amount not to exceed $50,850, which includes a contingency amount of $13,900, subject to non- substantive changes approved by the City Manager and City Attorney. 25G. MANAGED PRINT SERVICES AND PURCHASE OF DOCUMENT PRINT MANAGEMENT SOFTWARE (SPEC. 16 -076) {STRATEGIC PLAN NO. 7,51 - Finance and Management Services MOTION: 1. AGMT NO. 2016 -273 - Authorize the City Manager and the Clerk of the Council to execute a Managed Print Services agreement with C3 Technology Services in an annual amount of $150,000 for the period of November 1, 2016 through September 30, 2018, with an option for an additional two one -year renewals, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and the Clerk of the Council to add a contingency to execute the option to purchase a document management software, PaperCut, through C3 Technology Services for an annual amount totaling $18,000 over a 2 -year period. Councilmember Martinez, noted that grant funds to be used for overtime, educational efforts and address gang activity; funds to be used over a three year period. MOTION: Authorize the City Manager and the Clerk of the Council to execute an agreement with the Orange County Sheriff's Department for the period of August 23, 2016 through September 30, 2019, in the amount of $90,189.19, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 15 SEPTEMBER 20, 2016 1 0A -15 MOTION: Martinez SECOND: Tinajero VOTE: AYES: Amezcua, Benavides, Pulido, Reyna, Martinez, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 251. AGMT NO. 2016 -275 - MEDICAL MARIJUANA BUSINESS LICENSE TAX AUDITING SERVICES {STRATEGIC PLAN NO. 4, 2A) - Finance and Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Macias Gin! & O'Connell, LLP for an initial two -year term beginning January 1, 2017 through December 31, 2018, for an amount not to exceed $250,000 over the life of the initial agreement with a provision for one one -year extension exercisable by the City Manager and the City Attorney, in an amount not to exceed $125,000 subject to non - substantive changes approved by the City Manager and the City Attorney. 25J. AGMT NO. 2016 -276 - EXCLUSIVE NEGOTIATION AGREEMENT FOR A REAL PROPERTY EXCHANGE - 1416 S. BRISTOL STREET (CITY) AND 1113 -1125 S. STANDARD STREET (NAING) {STRATEGIC PLAN NO. 6 1 D) - Parks, Recreation and Community Services Agency Councilmember Martinez, has been consistent no vote on land acquisition on Bristol Street. City Manager Cavazos, indicated that property owners to enter into negotiations with the City for possible land trade; will allow City to convert as permanent open space. Councilmember Benavides, appreciates opportunity to expand park space and community to utilize. Mayor Pro Tern Sarmiento, noted that property has had significant community benefit and used by neighboring church; asked how much would it have cost the City to acquire land (if not negotiating trade); this project may allow future trade negotiations. CITY COUNCIL MINUTES 16 SEPTEMBER 20, 2016 1 0A -16 MOTION: Authorize the City Manager, Clerk of the Council and City Attorney to execute an Exclusive Negotiation Agreement on behalf of the City of Santa Ana with Ma May Thet Naing for period of 180 days from the execution of the agreement, with two, 90 -day extension periods. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: RESOLUTION SECOND: Amezcua Amezcua, Benavides, Pulido, Reyna, Sarmiento, Tinajero (6) Martinez (1) None (0) None (0) * *END OF CONSENT CALENDAR ** BUSINESS CALENDAR ITEMS 55A. BIENNIAL REVIEW OF CONFLICT OF INTEREST CODE POLICY, LIST OF DESIGNATED CLASSIFICATIONS REQUIRED TO FILE ANNUAL DISCLOSURE FORM (STATEMENT OF ECONOMIC INTERESTS FORM) {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Adopt a resolution. RESOLUTION NO. 2016 -074 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE CONFLICT OF INTEREST CODES OF CERTAIN CITY AGENCIES AND DEPARTMENTS MOTION: Martinez SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) CITY COUNCIL MINUTES 17 SEPTEMBER 20, 2016 1 0A -17 PUBLIC HEARING 75A. RESOLUTION TO AUTHORIZE NEGOTIATION FOR THE SALE OF CITY - OWNED REAL PROPERTY AT 2129 NORTH MAIN STREET, APNS 003- 113-80 AND 003 - 113 -81 (STRATEGIC PLAN NO. 3, 5A) - Planning and Building Agency Legal Notice published in the Orange County Reporter on September 9, 2016, Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2016 -075 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING DIRECT NEGOTIATIONS FOR THE SALE OF CITY -OWNED REAL PROPERTY AT 2129 NORTH MAIN STREET 2. AGMT NO. 2016 -277 - Authorize the City Manager and Clerk of the Council to execute the an Exclusive Negotiation Agreement with Net Development Co. and accept a "good faith" deposit of $90,000 for the purpose of developing a hotel on the site, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Tinajero (6) NOES: None (0) ABSTAIN: Sarmiento (1) ABSENT: None (0) CITY COUNCIL MINUTES 18 SEPTEMBER 20, 2016 1 0A -18 COUNCIL AGENDA ITEM Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. DIRECT STAFF TO PREPARE A RESOLUTION OF THE CITY COUNCIL IN SUPPORT OF HOUSE REPRESENTATIVE 6001 AND SENATE 3314 TO ESTABLISH THE SMITHSONIAN AMERICAN LATINO MUSEUM AND DESIGNATE THE ARTS AND INDUSTRIES BUILDING AS ITS FUTURE LOCATION WASHINGTON, D.C. — Councilmember Reyna and Councilmember Benavides Councilmember Reyna, supports efforts to add a Latino Smithsonian Museum in Washington DC.; need representation at the National level. Councilmember Benavides, echoed comments and urged the City Council to support proposal. MOTION: Direct staff to prepare a resolution for City Council consideration. MOTION: Reyna SECOND: Benavides VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento(1) WORK STUDY SESSION WS -1. PROVIDE STAFF DIRECTION AND DISCUSSION FOR PROPOSAL ON ECONOMIC DEVELOPMENT AND NONPROFIT FUNDS - City Manager's Office Continued from the August 16, 2016 City Council by a vote of 4 -0 (Martinez, Pulido, and Reyna absent). Continued from the September 6, 2016 City Council Meeting. Community Enhancement Program Grant (CEPG) CEPG Program / Designed to fund nonprofit public services that support health, human and /or quality of life services to residents of Santa Ana CITY COUNCIL MINUTES 19 SEPTEMBER 20, 2016 1 0A -19 May be a new service or an expansion of an existing service Funding: $500,000 available $125,000 cap per project — 12 month project period Anticipate 4 -6 projects Nonprofit Application Process Reviewed by staff for initial qualification: Aligned with Santa Ana Strategic Plan Goal Nonprofit Status Rating panel will evaluate based on a point system described in the application Recommendations presented to City Council for approva Strategic Plan Alignment / Programs must align with a Strategic Plan Goal / Strategic plan alignment questions are incorporated into the application / Evaluation of applications includes points for Strategic Plan alignment Strategic Plan Eligible Categories / Community Safety Crime Prevention Homeless Services Traffic /Pedestrian /Bicycle Safety Water Safety Fire Safety /Prevention / Youth, Education, Recreation Youth Sports Programs Career pathways Programs to reduce high school dropout rates Continuing education, mentoring and recreation Strategic Plan Eligible Categories / Community Health, Livability Engagement & Sustainability Programs with measures to address water conservations and energy efficiency New neighborhood improvement initiatives focusing on areas affected by disinvestment and decline Strengthen, expand and stabilize funding for the arts Integrate health and wellness programs into city community /recreation centers Implement health and wellness programming Expand senior center programming to provide art, culture and health Nonprofit Application Timeline CITY COUNCIL MINUTES 20 SEPTEMBER 20, 2016 1 0A -20 Economic Development Initiatives (EDI) Grant Overview ► Economic Development Funding and Staffing ► Santa Ana Economic Indicators ► Real Estate Investment / Unemployment / Investment in the City / Vibrant Economic and Business Activity / Major Residential Projects I, Public- Private Partnerships ► Economic Development Initatives Proposal Categories Funding Project ED Investment (FY15-16) 1 Investment (FY16-17) Economic Development Public/Private - $1 million Partnerships Economic Development and Infrastructure - $1.6 million (S400k each corridor) Projects in Corridors (Downtown, Harbor, S. Main, IT" Street) General Fund Allocation (Economic $617,866 (includes 1 time $150,000 $465,675 Development Division) allocation for ED) Former Enterprise Zone funds - includes $502,000 $265,500 funding for: • Chamber GROW Conference (S50,000) • Chamber Difference Makers ( ;2,000) • Chamber Rusinesv Retention Program (810,000) • State of the City (35,000) • Chamber Community Guide (S7,000) • Chamber Taste of Santa Ana (82,000) Downtown $302,000 - WORK Center (Federal Funding) $3,221,503 $3,171,375 South Main Public Improvements (settlement) $250,000 $4.7 million Additional Improvements for S. Main - $2.5 million (redevelopment bonds) Strategic Plan Wayfinding $400,000 Marketing $50,000* Marketing $50,000* Downtown $25,000* Downtown $25,000* Sister Cities Initiative $25,000* ED Strategic Plan $120,000 Arts and Culture $250,000* Arts and Culture $250,000* Sister Cities Initiative $25,000* Total $870,000 Total 350,000 Surplus Funds (Branding & Placemaking) $150,000 $150,000 Total $5,913,369 $14,202,550 - Recurring lording source Budgeted Positions that Support Economic Development WORK Center: (2) Economic Development Specialist III (10) Workforce Specialist II CITY COUNCIL MINUTES 21 SEPTEMBER 20, 2016 1 OA -21 (2) Workforce Specialist IV (2) Senior Office Assistant 16 Total Full Time Positions Economic Development Division: Executive Director of Community Development (45 %) Economic Development Specialist III Senior Management Analyst (15 %) Community Development Commission Secretary (45 %) 2 Full time positions Downtown: Downtown Development Liaison 1 Full time position 19 Full Time Positions in Total Santa Ana Economic Indicators (FY 15 -16) Real Fstate Investment # of Business Licenses 29,107 T Building Permits 6,700 T Property Values $23,013,226,208 T Sales Tax $43,232,124 T Hotel Visitors Tax $8,983,179 T Building Permit Valuation $149,546,183 2015 Job Seekers assisted by WORK Center 26,910 T Real Fstate Investment CITY COUNCIL MINUTES 22 SEPTEMBER 20, 2016 1 OA -22 Banc of California 178,334 2016 Deutsche Bank 136,269 2015 DHL 61,731 2016 The Enthusiast Network 61,609 2015 PacifiCare Insurance 60,000 2015 American Cooling Tower 49,700 2015 GS Overnight Delivery 47,765 2015 Round 1 Entertainment 47,500 2015 24 -Hour Fitness 47,500 2015 Atlas International 46,600 2015 Jobber's Wholesale 46,417 2016 Hobby Lobby 46,000 2015 Del Arno Motorsports 145,411 2015 CITY COUNCIL MINUTES 22 SEPTEMBER 20, 2016 1 OA -22 New American Funding 141,418 12 015 Unemployment 16.0% _.._.... 14.0% '.. 12.0% 10.0% 8.0% 6.0% - 4.0% 2.0% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Santa Ana —IF— Orange County —i— California United States *Santa Ana's annual unemployment rate in 2015 was 5.2 %. Investment in the City Over 1.9 million square feet leased since 2015 / Over $10 million dollars (City funding) earmarked for Economic Development efforts in upcoming years / Over $50 million invested by MainPlace Mall to redevelop former Macy's Men's store Vibrant Economic and Business Activity • Reimagined 30,000 sq. ft. building Invested over $22 million to double current size • Home to Innovative drink and dining 44,000 sq. k. of new building and renovated PWR • Esports Arena New 15,000 sq. ft. first of Its kind video gaming recreation center • DGWR & Amusement Park Entertainment Merger Future fiber optic micro data center Santa Ana to become the first Gigablt city In Orange County Volvo of Orange County Sales Tax Rebate Agreement Facility upgrade and remodel - among top 50 City sales tax generators Hotel Development Incentive Program Attract development of four to five -stars or AAA -rated four Diamond and above quality hotels In the City Source ON O: S3o(a Ana = �nrmumty Deuxbprnerrr Agency CITY COUNCIL MINUTES 23 SEPTEMBER 20, 2016 1 OA -23 Major Residential Projects 182 unit residential development Located in City place at 301 E.leanede lane T A t _ n RIB 284- umttesidential development onsiteamenities Located in MacArmur Place at 200 EPost American Wav Major Residential Projects • 219 residential units and 4 live /work units • 6,300 sq, f. commercial space • Located in City Place at 1,225 unit residentia l development Located near Twine /Tustin border at 900 sq ft of retail space and 5,500 sq. ft, of restaurant space 2001 E. aver Road. Public- Private Partnerships ► City /Chamber Business Retention team — over 250 businesses visited since 2015 ► Warner Industrial Assessment District — 50/50 City /Business cost share to improve local industrial streets South Main Street Public Improvements — Over $7 million will be invested next 5 years Economic Development Initiatives (EDI) - Objectives ► Encourage local private and public partnerships. ► Vibrant economic development activities to increase prosperity of local residents and businesses. CITY COUNCIL MINUTES 24 SEPTEMBER 20, 2016 1 OA -24 / Leverage limited City resources and improve City service /delivery at the local level. / Focus on short -term economic stabilization and long -term economic sustainability. Proposal Categories 1. Marketing /Tourism: • Marketing campaigns • Targeted advertisement • Marketing collateral • Business newsletters • Citywide photography • Website development; 2. Technology: • Smart phone /web based apps. to streamline City development process • Technology incubator • Website development • Partnerships with educational institutions 3. Small Business Development: • Small business training & workshops • Small business loan programs • Facade rehabilitation programs • Partnerships with educational institutions. Funding / Up to $1M allocated for economic development initiatives. No minimum or maximum award amount; however, anticipated award amounts to range from $1 OOK to $250k. / 12 -18 months performance period. Funding Alternatives 1. Release RFP as presented 2. Direct Allocation of $1 million in economic development project funds to an organization(s) in public /private partnership 3. Combination of the above City Council discusssion ensued. Provided staff direction on the Request for Proposal process. CITY COUNCIL MINUTES 25 SEPTEMBER 20, 2016 1 OA -25 COMMENTS PUBLIC COMMENTS • Beth Mays and David Bracey, Anaheim University, invited all to upcoming 20 year celebration of nationally accredited on -line graduate university; offering 40% discount if enrolled by March 31, 2017 offered to Orange County residents. • Rebecca Cousins, Policy Analyst at the Alliance for Healthy Orange County, spoke in support of Active Transportation and proposed development of a Complete Streets Mobility Commission. • Victor Payan, invited all to attend upcoming Film Festival at the Bowers Museum on October 13, 2016 • Thomas Anthony Gordon, spoke in opposition to the Needle Exchange Program and the homeless situation at the Civic Center Plaza area. • Tish Leon, thanked the City Council for the $30,000 donation to host the 15t Senior Citizen Health Fair. • Ilya Tseglia, request continued assistance from the City in helping him with son's situation • Robert Tseglia, echoed comments by his father, Ilya. 90A. CITY MANAGER'S COMMENTS • Highlighted success of Savor Santa Ana event held last Friday, September 15, 2016. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Requested consideration for additional Code Enforcement Officers to address quality of life issues; • Asked for update on vending food truck ordinance; • Commented on number of gang shootings and importance of perception; asked how we communicate with residents; need to get in front of the issue; and • Madison Park Neighborhood hosting Walk- a -Thon; invited all to attend on Saturday, September 24th Councilmember Tinajero: • Thanked the staff for Work Study Session on economic development; reflected on past tough decisions that is contrast to position we are in today where we are spending money; City Council has invested in our children; and CITY COUNCIL MINUTES 26 SEPTEMBER 20, 2016 1 OA -26 • Noted that Santa Ana has high ranking football teams in our district; encourages all to continue to be active. Mayor Pro Tern Sarmiento: • Madison Park hosting event and senior's hosting Health Fair both on Saturday; invited all to attend; • Fiestas Patrias a great success; congratulated staff on job well done; • Police Department needs to continue increased hiring practice to address homeless in the Civic Center and other issues raised by resident of Harbor Blvd. Councilmember Amezcua: • Attended Savor Santa Ana; thanked sponsors and all in attendance; and • Thanked Rose Ann Trujillo, Senior Deputy Clerk of the Council for her service to the City upon her retirement. Councilmember Reyna: • Attended Savor Santa Ana; great success; • Encouraged all to continue to shop in Santa Ana; • Asked all to continue to be water wise; • Logan Neighborhood Association will be hosting their annual event; invited all to attend • October 1st will be Saddleback's Back to School Night; good opportunity to obtain information on college entrance as well as Senior Citizen Talent Show the same evening; • Acknowledged and congratulated Rose Ann Trujillo on her retirement for her many years of service to our City; and • Noted that by shopping in Santa Ana it allows for revenues to help our youth programs. Councilmember Benavides: • Congratulated and thanked Rose Ann Trujillo on her retirement; • Commented on Savor Santa Ana's success; • Fiestas Patrias were another great success; • Commented on homeless issues; City Council has designated funds for safety and security measures; need the cooperation and collaboration from the County to help solve the issue; need permanent solutions; and • Excited that City funds and supports youth programs. Councilmember Tinajero left at 9:04 p.m. and did not return. Mayor Pulido: • Savor Santa Ana was successful - art galleries open and live music; in all 27 restaurants participated in this event. CITY COUNCIL MINUTES 27 SEPTEMBER 20, 2016 1 OA -27 ADJOURNED- 9:09 p.m. - The next meeting of the City Council is scheduled for Tuesday, October 4, 2016 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program • Economic Development Strategic Plan • Drone Regulations • General Plan Update CITY COUNCIL MINUTES 28 SEPTEMBER 20, 2016 1 OA -28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR SEPTEMBER 2016 {STRATEGIC PLAN NO. 5, 1} CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ® As Recommended ® As Amended ® Ordinance on I" Reading ® Ordinance on 216 Reading �] Implementing Resolution ❑ Set Public Hearing For_. ------ CONTINUED TO FILE NUMBER The September 2016 Capital Improvement Program Executive Summary Schedule (Exhibit 1) provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes, and percentage completed for each project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal Fred) Mousavipour Executive Director Public Works Agency FM:Io with this item. Exhibit: 1. Capital Improvement Program — Executive Summary Schedule 19C -1 19C -2 r 8 3 0 V }} N U � CCQ W i Q 7 y N � O FZ w m � W Z � o a�x Qee Z h a Z QZ Z {/{ W O � rC U C 6 Q V 'F3 � ' i s p d d d d d .6 tl tl d d J d a a d d .e a b E n q o 9 c b f _ E E V a Q c <'g� O tt °a m m m Q N N E 8 c e r 3 .. a` $ Z a P` 8 v_ £ 3; v a i• � c e s a y� 8 sN��m °u`�.e.W.cc °�uW`xoE33o'8S_ EXHIBIT 1 19C -3 �I 9� 3 I I 8'? 3� n c 3 4 � C Bd E.s`S�rLLLG 0 a u F k � §k �§ §K0 BK} z�2 § §2 a§ §2 § § 5 , !! 1§C- \ � §- )!!|!, - $ |`!'•|Q' ;, t ) \ }�))/� \ }�) - si-HA . H §!| || ,| I || !� .| !! || \� \ 92 NI \ \ §kl��) � f|f�,| !!!f!{ |)§ 1§C- \ � §- )!!|!, - $ |`!'•|Q' ;, t ) \ }�))/� \ }�) - si-HA . H §!| || ,| I || !� .| !! || \� \ 8 � IB ti �a V N 3 V � Z cQ C W CC b G Q = N O> N c I I H 3 wE V tC ° ^y V w E i J X 7^ ' d E 0 Z z SS j O u K S a o ^ r u y y y " e n J c c c d N E E a E E u V E E m° ro E c E E ca d g �S omSa ° °f" ?39`3 "C viiT333iR9iN�,Ro "33zERu e 19C -5 E 8 a V Z W Q Y C 3 CO CO a Q Q F Z N O .ii aZ 0 0. a< rs f. O � N w W W N E ryox O s cZ c SS C :a e (,■ � �_. � _I. III I III �.I�I�I I�I. �.I�I I IIJI'I�.. �� sad s3aa sasca�3saassasaaasac ss�a e ssr � e N sib. c ¢ a n d o $ a m « ¢ d d = s A J fE xD oG E E �5. ico"ri's° '� C .� .p o m 19C -6 'e f 3 II I I s8 d ° e v F REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: APPROPRIATION ADJUSTMENT AND AGREEMENT TO RECEIVE STATE OFFICE OF TRAFFIC SAFETY GRANT FUNDS FOR BICYCLE AND PEDESTRIAN SAFETY EDUCATION PROGRAM (PROJECT NO. 17 -6884) (STRATEGIC PLAN NO. 1, 3B} CITY MANAGgff RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 0:1 :20004�, © As Recommended El As Amended [ ] Ordinance on tat Reading [] Ordinance on 2M Reading ❑ Implementing Resolution CI Set Public Wearing For CONTINUED TO FILE NUMBER Approve an appropriation adjustment to recognize State of California Office of Traffic Safety Public Education on Bicycle Safety grant funds in the amount of $158,000 in the OTS -PWA Traffic Safety Grants revenue account and appropriate the same to the OTS- Bicycle Safety PWA expenditure accounts. 2. Authorize the City Manager or his designee and the Clerk of the Council to execute an agreement with the State of California Office of Traffic Safety, for a one -year term beginning October 4, 2016 through October 3, 2017, for Bicycle and Pedestrian Safety Education Program grant funds, in an amount not to exceed $158,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Public Works Agency has been awarded a Bicycle and Pedestrian Safety Education Program grant from the State of California Office of Traffic Safety (OTS) in the amount of $158,000 (Exhibit 1). These funds will be used to address bicycle and pedestrian safety through a series of bilingual (English and Spanish) educational workshops and events. The goal the program is to reduce the number of deaths and injuries in traffic collisions involving bicycles and pedestrians. The education and outreach campaign is intended to reach community members of all ages and it will include classes on bicycle safety skills taught by the League of American Bicyclists Certified Instructors. There will also be nighttime bicycle light and helmet distribution events, classroom 20A -1 Office of Traffic Safety Grant for Bicycle & Pedestrian Safety Education Program October 4, 2016 Page 2 pedestrian safety assemblies, a train - the - trainer seminar to certify new cycling instructors, and bicvcle /pedestrian safetv information disDlaved at bus stoas and on street banners. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy B (promote ongoing efforts to obtain grant funding for activities that will assist in preventing and reducing criminal activity and traffic collisions). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Grant funds will be accepted into OTS -PWA Traffic Safety Grants revenue fund (Account No. 16517002 - 52001) and appropriated into the OTS- Bicycle Safety PWA expenditure fund (Account No. 16517611- 66220, Project No. 17- 6884), for expenditure in Fiscal Year 2016/17. a� Frep Mousavipour Executive Director Public Works Agency FM /EWG /CW APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Uvt- Executive Director Finance & Management Services Agency EXHIBIT 1: Agreement with State Office of Traffic Safety 20A -2 State of California — Office of Traffic Safety GRANT AGREEMENT - Page t OTS -38 atz�. 4/16) GRAiNT NumnER PS1716 1. GRANTTITLE BICYCLE AND PEDESTRIAN SAFETY EDUCATION PROGRAM 2. NAME OF AGENCY CITY OF SANTA ANA 4. GRANT PERIOD From: 10/1/16 3. AGENCY UNIT To ADMINISTER GRANT PUBLIC WORKS AGENCY To: 9/30/17 5. GRANT DESCRIPTION The Bicycle and Pedestrian Safety Education Program will use a multi- faceted approach to address bicycle and pedestrian safety city -wide. Strategies will include educational workshops for adults and youth, conununity events, and school assemblies. 6. FEDERAL FUNDS ALLOCATED UNDER Tins AGREEMENT SHALL NOT EXCEED: $ 158,000.00 7. TERYIS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement • Schedule A (OTS -38b) — Problem Statement, Goals and • Exhibit A — Certifications and Assurances Objectives and Method of Procedure • E, diibit B* - OTS Grant Program Manual • Schedule B (OTS -38d) — Detailed Budget Estimate and Sub - Budget Estimate (if applicable) • Schedule B -1 (OTS -38t) — Budget Narrative and Sub - Budget Narrative (if upplicable) 'Items shown with an asterisk ( *), are hereby incorporated by reference and made a part of this agreement as if attached hereto. These documents can be viewed at the CTS home web page under Grants: www.ots.ca.eov. We, the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. 8. APPROVAL SIGNATURES _ A. GRANT DIRECTOR D.. An ruoruzLNG OFriciAL OF AGENCY N,"m Cory Wilkerson PHONE: 714 -647 -5643 j MUIE: Fred MOUSRViponr PHONE: 714 - 647 -5654 TITLE: Active Transportation TUL, Executive Director Of pA,�; 714 - 647 -5616 Coordinator Public Works Agency FAx: 714 - 647 -5616 Amxrss: 20 Civic Center Plaza (M -43) ADDREss: 20 Civic Center Plaza Santa Ana, CA 92702 Santa Ana, CA 92702 i E- M.au.: cwilkcrson(q,santa- ana.org c -M:v: fmousavipow(n)santR- Rna.org (Sigualurc) (Dcr1e) (SSguanue) Dale C. FISCAL ORAccouiSTINGOFFICLAL D. OrrirEAUTetolcrzF,n To RECEn'6PAYNIEN'fS NAnrE: Francisco Gutierrez PHONE: 714- 647 -5420 ! NAME: Finance & Management TR E; Executive Director of ADDREss: 20 Civic Center Plaza (M -87) Finance & Management FAx:714- 647 -5414 f Services Santa Ana, CA 92702 ADDREss: 20 Civic Center Plaza (M -17) Santa Anil, CA 92702 9. DUNS NUMBER E -MAIL: fgutierrezCo,)santa- ana.org Dcros#: 083153247 REorsl'ERED 20 Civic Center Plaza M -43 ADDRESS lS(nature) (Dale) zm: Santa Ana, CA 92702 -4058 20A -3 APPROVED AS TO FORM Sonia R. Catvalho, City Attorney N JOi i FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: Additional Page for City Signatures State of California Office of Traffic Safety Grant Agreement Grant No. PS1716 CITY OF SANTA ANA DAVID CAVAZOS City Manager ATTEST FRED MOUSAVIPOUR MARIA D. HUIZAR Executive Director, Public Works Agency Clerk of the Council 20A -4 Page 2 (Office of Traffic Safety Use Only) EFFECTIVE DATE OF AGREEMENT: 10/1/2016 JIM OWENS GRANTEE CITY of SANTA ANA GRANT NO, PS1716 10, Fin Action No. 1 Date: $130/2016 Revision No. Date: PHONE: 72. TYPE OF AGREEMENT Initial X Revision jim.owens @ots.ca.gov Cont. Office of Traffic Safety PAID MEDIA PROGRAM INCOME TASK NO. Elk Grove, CA 95758 F.F.Y. 1 2 1 2017 11. Action Taken Initial approval of 2017 HSP funds obligated. 11 FUNDING DISPOSITION & STATUS Fiscal Year Amount 2016 -17 158,000.00 2015 -16 2014 -15 2013 -14 Total 158,000.00 Obligated This Action 158,000.00 Previously Obligated 0.00 Total Amount Obligated _____158.001 OD TOTAL FUNDS PROGRAMMED 158,000.00 14.:. FUNDING ' DETAIL .: - FISCAL YEAR GRANT PERIOD ENDING: .::91012017 = FUND CFDA ITEWAPPROPRIATION F.Y. CHAPTER STATUTE PROJECTED EXPENDITURES 402P5 20.600 0521- 0890 -101 (10/15) 2015 10/15 2015 1 $ 79,000.00 402PS 20.600 0521 - 0890 -101 (23/16) 2016 23/16 2016 $ 79,000,00 $ $ TOTAL FEDERAL FUNDS: $ 158,000.00 15. GRANT APPROVAL & AUTHORIZATION TO EXPEND OBLIGATED FUNDS NAME: JIM OWENS TITLE: Program Coordinator PHONE: (916) 509 -3014 E -MAIL: jim.owens @ots.ca.gov Office of Traffic Safety 2208 Kausen Drive, Suite 300 Elk Grove, CA 95758 Signature OTS -38a* (Rev. 01116) NAME: RHONDA L. CRAFT TITLE: Director Signature 20A -5 Office of Traffic Safety 2208 Kausen Drive, Suite 300 Elk Grove. CA 95758 SCHEDULE A GRANT DESCRIPTION GRANT No. PS1716 1. PROBLEM STATEMENT PAGE -I With a population of just under 330,000, the City of Santa Ana is one of the fourteen highest population cities in the State (Group A). The City is approximately 27.1 square miles. Santa Ana has a large volume of motor vehicle traffic, with the arterials carrying 30,000 to 40,000 vehicles per day. There are also four freeways that converge within the city and a total of 450 miles of streets. Relative income and vehicle ownership levels within the City are significantly lower than statewide averages. The City population's median age is the youngest of the seven largest cities in Orange County and the residential density is one of the highest in the State. Transit ridership in Santa Ana is the highest in the County with several of the busiest OCTA bus lines serving the City. As a result of climate and demographics, pedestrian and bicycle dependent population is relatively high when compared to other communities in the Comity or the State. Also, a significant portion of the adult bicyclists may not speak English or understand the rules of the road, as well as a homeless population that use bicycles as their main form of transportation In 2011 and 2012, the City of Santa Ana ranked 3/13 for bicycle involved collisions. In 2013 the City of Santa Ana ranked 1/14 for bicycle involved collisions. In addition, collisions involving bicyclists and pedestrians at night remained relatively similar from 2012 to 2014, with a slight increase in fatalities and small decline in injuries. A. Traffic Data Summary: Total Fatal and Injury Collisions and Victims, City of Santa Ana 2012 -2014 Collision Type 2012 2013 2014 Collisions Victims Collisions Victims Collisions Victims Fatal 1 22 23 24 2b 17 19 Injury 1 1657 1 2343 1 32 2391 1662 2375 Pedestrian and Bicycle Injury and Fatality Data, City of Santa Ana 2012 -2014 Collision Type 2012 201.3 2014 Pedestrian Bicycle Pedestrian Bicycle Pedestrian Bicycle Fatal 7 2 12 0 7 2 Iuury 168 216 ]40 209 153 161 OTS -38b (Rev. 4/16) 20A -6 SCEEIDULE A GRANT DESCRIPTION GRANT No. PS1716 PAGE, 2 Total Nighttime Pedestrian and Bicycle Injury and Fatality Data, City of Santa Ana 2012 -2014 Collision Type 2012 2013 2014 Pedestrian Bicycle Pedestrian Bicycle Pedestrian Bicycle Fatal 5 1 4 0 6 2 Injury 5I 37 43 1 35 44 27 2. PERFORMANCE MEASURES A. Goals: 1) Reduce the number of persons killed in traffic collisions. 2) Reduce the number of persons injured in traffic collisions. 3) Reduce the total number of bicyclists killed in traffic collisions. 4) Reduce the total number of bicyclists injured in traffic collisions. 5) Reduce the number of bicyclists ]tilled under the age of 15 in traffic collisions. 6) Reduce the number of bicyclists injured under: the age of 15 in traffic collisions. 7) Increase bicycle helmet compliance for children aged 5 to 18. 8) Reduce the total number of pedestrians killed in traffic collisions. 9) Reduce the total number of pedestrians injured in traffic collisions. 10) Reduce the number of bicyclist injured in night -time collisions. 11) Reduce the number of bicycle killed in night -time collisions. 12) Reduce the number of pedestrians under the age of 15 killed in traffic collisions. 13) Reduce the number of pedestrians under the age of 15 injured in traffic collisions. 14) Reduce the number of pedestrians over the age of 65 killed in traffic collisions. 15) Reduce the number of pedestrians over the age of 65 injured in traffic collisions. OTS -38b (Rev. 4/16) 20A -7 SCHEDULE A GRANT DESCRIPTION GRANT No. PS1716 PAGE 3 B. Objectives: 1) Issue a press release announcing the kick -off of the grant by November 15. The kick -off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at pio c .ots.ca.eov, and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release. 2) Participate in the following campaigns: • National Walk to School Day— October 5, 2016 + National Bicycle Safety Month — May 2017 • California's Pedestrian Safety Month — September 2017 3) Conduct 5 bike classroom workshops /skill training impacting approximately 75 people. 4) Conduct I train the trainer workshop /LCI seminar in an effort to reach 12 people. 5) Conduct 10 helmet and light distribution events in an effort to reach 1,000 people. 6) Conduct 4 pedestrian and bicycle traffic safety fairs in an effort to reach 500 people. 7) Conduct 6 school assemblies addressing pedestrian and bicycle safety in an effort to reach 120 people. 8) Procure 72 street light banners and 24 transit stop advertisements impacting as many as 40,000 people at each location daily. 9) Describe and assess separately the effectiveness of "paid and donated" street banner messages by providing: a. Number of street banners produced. b. Subject of each street banner. c. Total size of audience reached. d. Total cost or donated value. e. Conduce evaluation surveys as appropriate. 10) Describe and assess separately the effectiveness of "paid and donated" transit stop ad messages by providing: a. Number of transit stop ads produced. b. Subject of each transit stop ad. c. Total size of audience reached. d. Total cost or donated value. OTS -38b (Rev. 4/16) 20A -8 SCHEDULE A GRANT DESCRIPTION GRANTNO. PS1716 PAGE 4 e. Couduce evaluation surveys as appropriate. 11) Conduct pre and post helmet usage surveys during the months of October 2016 and September 2017 of each grant year (A pre -survey will be required to determine the base year helmet use rate and a post - survey will be required to determine the operational rate). 3. METHOD OF PROCEDURE A. Phase 1 - Program Preparation, Training and Implementation (1" Quarter of Grant Year) • Develop operational plans to implement "best practice" strategies outlined in the objectives section. • Hire and /or train necessary staff needed for the grant program, if applicable. • Develop and execute contracts with vendors or consultants, if applicable. • Purchase grant funded items needed to implement the program, if applicable. B. Phase 2 - Program Operations (Throughout Grant Year) • Conduct 5 bi- lingual Traffic Skills 101 classes • Organize a League Cycling Instructor Certification Seminar for 12 to 15 participants • Distribute hehuets and lights (head - lights /tail - lights) at 10 Operation Lights Alive events • Conduct four traffic safety fairs and distribute 500 helmets and lights • Conduct 6 Safe Crossers Santa Ana troupe style presentations to Santa Ana students. • Procure seventy -two street light banners and twenty -four transit stop advertisements targeting bicycle and pedestrian safety. Media Requirements • Submit all grant - related activity press releases, media advisories, and general public materials to the OTS Public Information Officer (PTO) at pioti70ts.ca Gov, with a copy to your OTS Coordinator. ✓ Tf an OTS template -based press release is used, the OTS PTO and Coordinator should be copied when the release is distributed to the press. If an OTS template is not used, or is substantially OTS -351) (Rev. 4/t6) 20A -9 SCHEDULE A GRANT DESCRIPTION GRANT No. PSI 716 PAGE 5 changed, a draft press release shall be sent to the OTS PIO for approval. Optimum lead time would be 10 -20 days prior to the release date to ensure adequate turn- around time. • Use the following standard language in all press, media, and printed materials: Founding for this program was provided by a grant from the California Office of Traffic Safety, through tine National Highway Traffic Safety Administration. • Email the OTS PIO at piol<dots.ca &ov and copy your OTS Coordinator at least 30 days in advance, a short description of any significant grant - related traffic safety event or program so OTS has sufficient notice to arrange for attendance and/or participation in the event. • Submit a draft or rough -cut of all printed or recorded material (brochures, posters, scripts, artwork, etc.) to the OTS PIO at pio a.ots.ca.gov and copy your OTS Coordinator for approval 14 days prior to the production or duplication. • Include the OTS logo, space permitting, on grant - funded print materials, consult your OTS Coordinator for specifics. C. Phase 3 — Data Collection & Reporting (Throughout Grant Year) • Invoice Claims (due January 30, April 30, July 30, and November 30) • Quarterly Performance Reports (clue January 30, April 30, July 30, and November 30) ✓ Collect and report quarterly, appropriate data that supports the progress of goals and objectives. ✓ Provide a brief list of activity conducted, procurement of grant - handed items, and significant media activities. Include status of grant-funded personnel, status of contracts, challenges, or special accomplishments. ✓ Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities. • Schedule C — Data Collection Form, if applicable. ✓ Collect, analyze and report statistical data relating to the grant goals and objectives. 4. METHOD OF EVALUATION Using the data compiled during the grant, the Grant Director will complete the "Final Evaluation" section in the fourth /final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary OTS -38b (Rev. 4/16) 20A -10 SCHEDULE A GRANT DESCRIPTION GRANT No. PS1716 PAGE 6 of the grant's accomplishments, challenges and significant activities. This narrative should also include whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed. 5. ADMINISTRATIVE SUPPORT This program has full support of the City of Santa Ana. Every effort will be made to continue the activities after the grant conclusion. OTS -38b (Rev. 4/16) 20A -11 SCHEDULE B DETAILED BUDGET ESTIMATE GRANT NO. PS 1716 FUND NUMBER CATALOG NUMBER (C DA) FUND DESCRIPTION AMOUNT 402PS 20.600 STATE AND COMMUNITY HIGHWAY SAFETY $92,480.00 402PM 20.600 STATE AND COMMUNITY IIIGHWAY SAFETY $65,520.00 COST CATEGORY FISCAL YEAR ESTIMATES 1011116 thru 9/30/17 TOTAL COST TO GRANT A. PERSONNEL COSTS CFDA FY -1 Positions and Salaries Full -Time Senior Engineer 1 x $111.90 x 80 Hours Engineer Intern 1 x $22.80 x 160 Hours 20.600 20.600 $ 8,952.00 $ 3,648.00 $ 8,952.00 $ 3,648.00 Category Sub -Total $ 12,600.00 $ 12,600.00 . TRAVEL EXPENSE None Category Sub - Total C. CONTRACTUAL SERVICES Pedestrian and Bicycle Safety Education 20 .600 $ 79,880.00 $ 79,880.00 $ Category Sub -Total $ 79,880.00 $ 79,880,00 D. EQUIPMENT Noue Category Sub -Total E. OTHER DIRECT COSTS Paid Media 2Q600 $ 65,52Q U0 $ 65,520.00 Category Sub -Total IS 65,520,00 1 $ 65,520.00 E. fNDIRECT COSTS None Category Sub -Total GRANT TOTAL $ 158,000.110 $ '158,000.00 OTS -38d (Rev. 4/16) Page I of 1 20A -12 SCHEDULE B -1 GRANT No. PS1714 BUDGET NARRATIVE Page I PERSONNEL COSTS Salaries - may include wages, salaries, special compensations, or authorized absences such as annual leave and sick leave provided the cost for the individual employee is (a) reasonable for the services rendered, and (b) follows an appointment made in accordance with state or local laws and rules and meets federal requirements. Senior Engineer- Serves as a liaison between the school district and the City. • Coordinates and schedules Safe Crosser events. + Partners with Police Department for event support. • Participates and presents in events. Engineer Intern- Participates and presents in Safe Crossers events. • Assists Senior Engineer in scheduling events. No benefits will be paid in this grant. Supplanting Statement Any non -grant fiuided vacancies created by reassignment to a grant - funded position must be filled at the expense of the grantee agency. TRAVEL EXPENSE None CONTRACTUAL SERVICES Pedestrian and Bicycle Safety Education- The City of Santa Ana will contract with a local community organization to provide the following: • Instructional services to teach Traffic Skills 101 courses and coach a seminar • Develop and produce all marketing/outreach materials • Procure all equipment including helmets and lights • Organize team volunteers for Operation Lights Alive events EQUIPMENT None OTHER DIRECT COSTS Paid Media- cost to purchase street light banners @ $435 x 72 and transit stop ads @ $1425 x 24 containing OTS approved bicycle and pedestrian safety messages. OTS -38f (Rev. 4/16) 20A -13 SCHEDULE B -1 GRANT No. PS1716 BUDGET NARRATIVE Page 2 INDIRECT COSTS None PROGRAM INCOME There will be no program income generated from this grant. OT9- 38P(Rcv. 4/16) 20A -14 SCHEDULE B DETAILED BUDGET ESTIMATE GRANT NO. PSI 716 SUB BUDGET; Pedestrian and Bicycle Surety Education FUND NUMBER CATALOG FUND DESCRIPTION TOTAL A. PERSONNEL COSTS NUMBER (CFDA) FY -I AMOUNT Positions and Salaries Full-Time Pedestrian and Bicycle Education 20.600 STATE AND COMMUNLPY HIGHWAY 402PS 20.600 SAFETY $ 79,888.00 COST CATEGORY FISCAL YEAR ESTIMATES 10/1/16 thru 9 /30/17 TOTAL COST TO GRANT A. PERSONNEL COSTS CFDA FY -I Positions and Salaries Full-Time Pedestrian and Bicycle Education 20.600 $ 60,000.00 $ 60,000.00 Category Sub -Total $ 60,000,00 $ 60,000.00 B. TRAVEL EXPENSE None Category Sub -Total C. CONTRACTUAL SERVICES None Category Sub -Total D. EQUIPMENT None Category Sub -Total E. OTHER DIRECT COSTS Bicycle Helmets Bicycle Safety Equipment Priming/Duplication 20.600 20,600 20.600 $ 10,500.00 $ 7,500,00 $ 1,880.00 $ 10,500.00 $ 7,500.00 $ 1,880.00 Category Sub -Total $ 19,880.00 $ 19,880.00 F. INDIRECT COSTS None Catego Sub -Total GRANT TOTALI 1 $ 79,880.00 $ 79,8811.(10 OTS -38d (Rev. 4/16) Page I of 1 20A -15 SCHEDULE B -1 GRANT No. PS171.6 SUB BUDGET: PEDESTRIAN AND BICYCLE SAFETY EDUCATION BUDGET NARRATIVE Page l PERSONNEL COSTS Pedestrian and Bicycle Safety Education- The City of Santa Ana will contract with a local community organization to provide the following: + Instructional services to teach Traffic Skills 101 courses and coach a serninar • Develop and produce all marketing /outreach materials • Procure all equipment including lrehmets and lights • Organize team volunteers for Operation Lights Alive events TRAVEL EXPENSE NONE CONTRACTUAL SERVICES None EQUIPMENT None OTHER DIRECT COSTS 1.000 Bicycle Helmet(s) - helmets to be distributed during bicycle rodeos and other bicycle safety related events. Bicycle Safety Equipment — safety equipment such as bicycle headlights /taillights, reflectors, and reflective arm and leg bands to be distributed during bicycle rodeos and other bicycle safety related events. Printing/Duplication - costs include the purchase of paper, production, printing and /or duplication of materials associated with daily grant operations. INDIRECT COSTS None PROGRAMINCOME There will be no program income generated from this grant. OTS -331' (Rev. 4116) 20A -16 EXHIBIT A CERTIFICATIONS AND ASSURANCES Page 1 Failure to comply with applicable Federal statutes, regulations„ and directives may subject Grantee Agency officials to civil or criminal penalties and /or place the State in a high risk grantee status in accordance with 49 CFR §18.12. The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regwlations, and directives and State rules, guidelines, policies and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following: • 23 U.S.C. Chapter 4— Highway Safety Act of 1966, as amended 49 CFR Part 18— Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments 23 CFR Part 1200 — Uniform Procedures for State Highway Safety Grant Programs NONDISCRIMINATION The Grantee Agency will comply with all Federal statutes and implementing regulations relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (Pub. L. 88- 352), which prohibits discrimination on the basis of race, color or national origin (and 49 CFR Part 21); (b) Title DC of the Education Amendments of 1972, as amended (20 U.S.C. 1681 -1683 and 1685 - 1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and the Americans with Disabilities Act of 1990 (Pub. L. 101 -336), as amended (42 U.S.C. 12101, et seq.), which prohibits discrimination on the basis of disabilities (and 49 CFR Part 27); (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. 6101 - 6107), which prohibits discrimination on the basis of age; (e) the Civil Rights Restoration Act of 1987 (Pub. L. 100 -259), which requires Federal -aid recipients and all sub - recipients to prevent discrimination and ensure nondiscrimination in all of their programs and activities; (f) the Drug Abuse Office and Treatment Act of 1972 (Pub. L. 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (Pub. L. 91 -616), as amended, relating to nondiscrinnation on the basis of alcohol abuse or alcoholism; (h) Sections 523 and 527 of the Public Health Service Act of 1912, as amended (42 U.S.C. 290dd -3 and 290ee -3), relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968, as amended (42 U.S.C. 3601, et seq.), relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and (k) the requirements of any other nondiscrimination statute(s) which may apply to the application. Certifications and Assurances (Rev. 5/16) 20A -17 EXHIBIT A CERTIFICATIONS AND ASSURANCES Page 2 The Grantee Agency will comply with the provisions of the Buy America Act (49 U.S.C. 5323(j)), which contains the following requirements: Only steel, iron and manufactured products produced in the United States may be purchased with Federal funds unless the Secretary of Transportation determines that such domestic purchases would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. Clear justification for the purchase of non - domestic items must be in the form of a waiver request submitted to and approved by the Secretary of Transportation. POLITICAL ACTIVITY (HATCH ACT) The Grantee Agency will comply with provisions of the Hatch Act (5 U.S.C. 1501 -1508) which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal fiords. CERTIFICATION REGARDING FEDERAL LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: No Federal appropriated fiords have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the malting of any Federal grant,, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated fiords have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub -award at all tiers (including subcontracts, sub- grants, and contracts under grant, loans, and cooperative agreements) and that all sub- recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. C`ertiticationsard Assurances (Rev. 5/16) 20A -18 EXRIBIT A CERTIFICATIONS AND ASSURANCES ON STATE Page 3 None of the finds wider this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., "grassroots ") lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA finds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION Instructions for Primary Certification 1. By signing and submitting this grant agreement, the Grantee Agency Official is providing the certification set out below. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the Grantee Agency Official to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the Grantee Agency Official knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Govermnent, the department or agency may terminate this transaction for cause or default. 4. The Grant Agency Official shall provide immediate written notice to the department or agency to which this grant agreement is submitted if at any time the Grantee Agency Official learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terns covered transaction, deba°recl suspended, Ineligible, lower tier covered transaMonn, pcnrticipant, person, primaty covered transaction, principal, grant agreement, and volrntarily excluded, as used in this clause, have the meaning set out in the Definitions and coverage sections of 49 CFR Part 29. You may contact the department or agency to which this grant agreement is being submitted for assistance in obtaining a copy of those regulations. 6. The Grantee Agency Official agrees by submitting this grant agreement that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. Certifications and Assrlrances (Rev. 5/16) 20A -19 E VUBIT A CERTIFICATIONS AND ASSURANCES Page 4 7. The Grantee Agency Official further agrees by submitting this grant agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of Parties Excluded from Federal Procurement and Non - procurement Programs. 9. Nothing contained in the foregoing shall be construed to require establislunent of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Govermnent, the department or agency may terminate this transaction for cause or default. Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions (1) The Grantee Agency Official certifies to the best of its knowledge and belief, that its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency; (b) Have not within a three -year period preceding this grant agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of record, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three -year period preceding this application /grant agreement had one or more public transactions (Federal, State, or local) terminated for cause or default. (2) Where the Grantee Agency Official is unable to certify to any of the Statements in this certification, such prospective participant shall attach in explanation to this grant agreement. Certifications and Assurances (Rev. 5/16) 20A -20 EXMIT A CERTIFICATIONS AND ASSURANCES Page 5 L By signing and submitting this grant agreement, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and /or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this grant agreement is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, grant agreement, and voluntarily excluded, as used in this clause, have the meanings set out in the Definition and Coverage sections of 49 CFR Part 29. You may contact the person to whom this grant agreement is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this grant agreement that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant fiuther agrees by submitting this grant agreement that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. (See below) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non - procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Certifications and Assurances (Rev. 5/16) 20A -21 EXRIBIT A CERTIFICATIONS AND Assu%kNCEs Page 6 llAGCpt LUI UdUndGLIULS MLLIIU114CU U1lUC1 paldrldpll J Ul WCSe InSjj uL:uOIIS, It a parlclpain In a covered transaction knowingly enters Into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and /or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions: 1. The prospective lower tier participant certifies, by submission of this grant agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant sball attach an explanation to this grant agreement. Certifications and Assurances (Rev. 5/16) 20A -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE CONTRACT AWARD TO JF ELECTRIC TO INSTALL ENERGY - EFFICIENT LIGHTING AND HVAC CHILLED WATER PUMP AND EXECUTE AGREEMENT FOR ON -BILL FINANCING LOAN (SPEC. NO. 16 -099) (STRATEGIC PLAN NO. 4, 3D AND 6, 2A) ■Nx0Z03 IT, 1151:4L,f67:47Teff00 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize a one -time purchase and payment of purchase order to JF Electric to provide and install advanced energy efficient lighting and a heating, ventilation and air conditioning (HVAC) chilled water pump with variable speed drive at the Main Library in an amount not to exceed $186,538, which includes $7,150 contingency, 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 an agreement with Southern California Edison (SCE) to provide a $152,649 no- interest On -Bill Financing loan and $33,889 in incentives to fund Spec. No. 16 -099 subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION As part of the City's ongoing efforts to identify potential cost - saving energy projects across City facilities, the Finance Department Building Maintenance Division commissioned energy audits for the City's library system (Main Library, Newhope Library, and McFadden Learning Center), Corporate Yard, and Police Administration. The energy audits were completed at no cost to the City by The Energy Network, a non - profit program funded by California utility ratepayers through the California Public Utilities Commission. Based on the energy audit findings, Building Maintenance staff applied for and secured approved funding from SCE to retrofit City library buildings with advanced energy - efficient lighting and 22A -1 Contract Award to Install LED Lights and HVAC Chilled Water Pump and Agreement for On -Bill Financing Loan October 4, 2016 Page 2 HVAC equipment. Funding applications for the Corporate Yard and Police Administration are currently being reviewed by SCE. At this juncture, staff requests Council approve the implementation of the Main Library project as the first of three library retrofit projects. The other two retrofit projects with approved SCE funding are for Newhope Library and McFadden Learning Center, which will be presented to Council on November 15, 2016. The Main Library project consists of a lighting component (replace fluorescent lights with energy - efficient light- emitting diode [LED] lights) and a mechanical component (install new chilled water pump with variable speed drive in the HVAC system). Project benefits include an annual reduction of 164,767 kWh in energy usage, annual utility bill savings of $20,431 and annual greenhouse gas reduction equivalent to taking 291 cars off the road as tabulated below. Total project cost is $186,538 including a $7,150 contingency. Payback period is 8.5 years. As tabulated above, project cost will be fully funded by SCE using cash incentives of $33,889 and a zero interest On -Bill Financing (OBF) loan of $152,649 for a total of $186,538. An innovative feature of the recommended actions is the City will have no upfront costs as the awarded contractor will finance the cost of the project. SCE will then pay contractor directly with the cash incentives and OBF loan proceeds that SCE has approved for the project. As a result of the OBF loan, the Main Library's new electricity bill will be different as it will have a lower Amount Due based on the energy reduction from the project, and a new separate line -item to show the OBF loan repayment amount. This latter amount will reflect kWh saved from the project multiplied by the relevant billing rate. Once the OBF loan is paid in full, SCE will discontinue the OBF loan repayment line -item, and the reduced energy usage due to the project should result in smaller bills. (Cash incentives are grants and not repaid.) Staff requests Council approval of the foregoing project and funding process. SCE Notice of cash incentives and OBF loan amount approved for the project is attached (Exhibit 1). The Notice soliciting bids was advertised on August 16, 2016 on the City's online bid management and publication system. A summary of the bids received is as follows: 22A -2 EstiinaYed Estimated Estimated Estimated PR OJECT Aringal kWh ; bnnusl Utihr Bill Annuah ' SCE Gash Estimated CbIIAPQNENTS� ' SA�(IN(3S SAUIN�3 CAR off Incenfaves OBF -the R at1,', , Lighting 139,720 $17,325 236 $33,590 $134,824 Mechanical 25,047 $3,106 55 $299 $17,825 V u 11, b $3 _ Total project cost is $186,538 including a $7,150 contingency. Payback period is 8.5 years. As tabulated above, project cost will be fully funded by SCE using cash incentives of $33,889 and a zero interest On -Bill Financing (OBF) loan of $152,649 for a total of $186,538. An innovative feature of the recommended actions is the City will have no upfront costs as the awarded contractor will finance the cost of the project. SCE will then pay contractor directly with the cash incentives and OBF loan proceeds that SCE has approved for the project. As a result of the OBF loan, the Main Library's new electricity bill will be different as it will have a lower Amount Due based on the energy reduction from the project, and a new separate line -item to show the OBF loan repayment amount. This latter amount will reflect kWh saved from the project multiplied by the relevant billing rate. Once the OBF loan is paid in full, SCE will discontinue the OBF loan repayment line -item, and the reduced energy usage due to the project should result in smaller bills. (Cash incentives are grants and not repaid.) Staff requests Council approval of the foregoing project and funding process. SCE Notice of cash incentives and OBF loan amount approved for the project is attached (Exhibit 1). The Notice soliciting bids was advertised on August 16, 2016 on the City's online bid management and publication system. A summary of the bids received is as follows: 22A -2 Contract Award to Install LED Lights and HVAC Chilled Water Pump and Agreement for On -Bill Financing Loan October 4, 2016 Page 3 31 Vendors were notified 0 Santa Ana vendors notified 26 Vendors downloaded the solicitation 3 Bids received 0 Bids received from Santa Ana vendor(s) Bids were received on September 7, 2016 and were opened and evaluated (Exhibit 2). The bid received from JF Electric is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #4 — City Financial Stability, Objective 3 (achieve a structurally balanced budget) Strategy D (Explore innovative revenue and cost recovery strategies) and Goal #6 Community Facilities & Infrastructure: Objective 2 (Address deferred maintenance on City buildings and equipment) Strategy A (Prepare a Deferred Maintenance Plan that assesses safety, adequacy, and liability implications, and estimates repair costs to be programmed in the responsible agency's future budget). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. A Notice of Exemption will be filed for this project. FISCAL IMPACT Cash incentives and loan proceeds received through the SCE On -Bill Financing Program will be deposited into the Finance and Management Services Agency (FMSA) SCE Programs and Grants revenue account (16210002- 57384) and appropriated into the FMSA SCE Building Maintenance Projects account (16210100- 62300). Funds for the loan repayments in the amount of $152,649 will be included in the following fiscal years' budget in the Building Maintenance Utilities Account 07310100 - 62000. Main Library Retrofit Fiscal Year Account Amount 2016 -17 16210100 -62300 $152,649 Loan Repayment Fiscal Year Account Amount 2016 -17 07310100 -62000 $ 8,113 2017 -18 07310100 -62000 $18,067 2018 -19 07310100 -62000 $18,067 22A -3 Contract Award to Install LED Lights and HVAC Chilled Water Pump and Agreement for On -Bill Financing Loan October 4, 2016 Page 4 2019 -20 07310100 -62000 $18,067 2020 -21 07310100 -62000 $18,067 2021 -22 07310100 -62000 $18,067 2022 -23 07310100 -62000 $18,067 2023 -24 07310100 -62000 $18,067 2024 -25 07310100 -62000 $18,067 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director (� Finance and Management Services Agency W N /ds /sp EXHIBITS: 1. SCE Incentive and OBF Loan Documents 2. Abstract of Bids 22A -4 miSOUTHERN CCALIFORNIA NII E®IJ ®I An EMON INTRRNATIONAL0 Company January 21, 2016 Project Number: 353 -15- 0500765634 Project: Customized Solutions Approach Authorized Agent: Rebecca Hausheer The Energy Coalition 47 Discovery, Suite 250 Irvine, CA 9261.8 E -mail: Businesslncentives @sce.com I Fax: 626- 633 -3243 Customer Information: John Aguilar City of Santa Ana 20 Civic Center Pl., M -11 Santa Ana, CA 92701 Questions ?: 800- 736 -4777 SEND ALL DOCUMENTS TO: Business Incentives Southern California Edison P.O. Box 800 Rosemead, CA 91770 -0800 RE: NOTICE OF CUSTOMIZED SOLUTIONS CONTRACT AND INCENTIVE APPROVAL Dear Rebecca Hausheer and John Aguilar: Thank you for submitting your Energy Management Solutions Incentive Application ( "Application ") for the Customized Solutions Program ( "Program "). Your Application for incentives for the Project(s) described in your application has been reviewed and approved. Funds reserved are based on SCE approved savings estimate set forth below; however, the actual incentive payments will be made based on verified and actual savings' amounts: SCE Finai Approved Savings and Incentive SOLUTIONS DESCRIPTION Code Estimate kWh 'kW $`Incentive Amount ' Interior LED fixture replacement (utilizing approved luminaries) LT -17492 135,684.0 18.92 $ 32 010.06 Day lighting controls LT -90853 4,255.0 0.54 $ 995.83 Total Approved Savingslincentive Estimates 139,939.0 19.46 $ 33,005.89 PRP Bonus $ (683.80) Total Estimated Incentive $ 33,689.69 10% Measurement and Verification Adder (if applicable) If you do not concur with the energy savings and incentive amounts shown above, you have 30 days from the date of this letter to notify SCE, so that we can attempt to resolve your concern(s). If you do not notify us of any concerns within 30 days of this letter, the savings /incentive estimates set forth above will be deemed correct. If you agree with the estimates, you may proceed to purchase and install the above solution code(s) at any time. This Project Approval incorporates by reference the Application, including the Applicant Agreement regarding Program Terms and Conditions. EXHIBIT 1 Checkout www.sce.coml To see,(fyptlq=plify for the Comprehensive Bonus. After your project is completely installed, operational, and meets all requirements of the Program, which is described in detail in the Customized Statewide Procedures Manual for Business and at www.sce.com/customized—solutions: • Complete, sign and submit the enclosed 2013 -14 Customized Solutions Installation Report. • Submit final invoices and/or documentation to support project cost, clearly detailing all costs associated with the project (equipment, labor, tax, etc.). • Submit complete engineering calculations to demonstrate energy savings and documentation, if applicable (including archival diskette, CD, etc.). • Submit schematic drawings and /or manufacturer specification sheets, if applicable. • Operating Report, if measurement and verification is required. • Submit Pump Curve (if applicable) NOTE: As a reminder, the deadline for the project to be completely installed and operational is one year from the date of this Project Approval letter. Please submit the completed Installation Report within 30 days after installation and prior to the one year deadline. Upon SCE review and approval of your completed hzstallation Report and supporting cost documentation, you will be notified in writing. Thereafter, SCE will process the incentive check or SCE utility bill credit, as applicable. If SCE is unable to approve your incentives based on the information provided, SCE may require you to submit other documents related to the Project, Project site, solutions, energy savings, or any other documents it requires, in its sole discretion, to make a decision on your Application. If you have any questions, please contact your SCE Account Representative. You may also call us at (800) 736- 4777 Monday through Friday, from 8:00 a.m. to 5:00 p.m., or send an e -mail to 13usinessliieentives@sce.com. Please have your project number available for reference when you call and include it in any e -mail correspondence. Business Incentives Team Southern California Edison Checkout www.sce.coml To see if ou qua I fyfor the Comprehensive Bonus. 2jA -6 Ra IIm 10: 666.r,.p.6pp6«Y6,[ 11MI 22A -7 J F °a�rso affou mmlD(,) �e lLE.... IDEN RI m, II Le In III.. IM ... till [ Dill Ell tlllb na [emmen Itlhtiv.Itlln a.4lp ylutleell utlno �.lF.D., are I E111=11I 1. 1141.9 urc rvplaaement I.16Iai.ry api- ..ED w II 6eluWn[atlo rnlptlen m r 1 FF IE.$aill .D w[ wore. n NA xo[ x/n wm P, It LED m.a ppill pr.mep.rm.enm..EDE I.pu*. ., [aan•r.aea rmimm.a....om..w.Y .P . ~nom Fill P— .a.p..a .., IWFEE p., I. other m Fit.ml .rc tl n•rc 6n•pp ma LE nl mem.a.war 1— Lt eo< rLL, I.amn F- re.YI„ ,, amwP n.p,a.1 mmNE D1. Ill LED FM.rIl MI, Fit 1111. DE .a. ala.,l am..a wmm.. e a p,ewlal'r `m .ua lIt FEEL cen.e ED It LEDil 11 DI I Ell pama.[6am.va El 11 - -1 i El e4w :am a nm•..meLmr FEE rI wn wn nano.. wa mlm. pa.l.rc .r, o.re Mn OD • o r.tar M4v.+bme It,P atlIINIFa[maV au111N F,IF IM1ep batl SM1lNn[elmplaVedaetXhwwemrtrlW N.ImtlSANns+haee i""tlmpo au I'm I'll ult'll, III 111111d 11 IF Evil p.m• D . . . . . . Fill lIW Ei Fill em.11eJ m 111 U[ oe many[[[ MpM ELI U PeaX E.L."D 11MI 22A -7 J F °a�rso affou Energy Management Solutions Incentives Application for Business Customers 2013 - 2014 Customized Installation Resort DIRECTIONS: After your project is installed and operational, input the project installation commencement and completion dates in the fields provided. Review the information from your Application Approval Letter. If nothing has changed, and the information in Sections 5 and 6 is correct, complete and sign Section 7 on page 2 of this Installation Report (IR) Form and submit both pages to SCE at one of the addresses below. If Business incentives Fo,overniq F_tdeNvew_ Fax: 626-633-3243 Southern California Edison 6010 N. Irvvindaie Ave. E- mail: 3usinessInrenijves @sce. com P.O. Box 800 Irwindale. CA 91702 C,ue,tions? Call 300- 736 ,777 Rosemead, CA 91770 -0800 UPN #: 353 -15- 0500765634 SAM 3- 000 - 8761 -23 Project Name: Santa Ana Library LT & MC Customer Name: City of Santa Ana Customer's Authorized Agent: The Energy Coalition Installation Commencement Date: Installation Completion Date: Line # Solution Code Solution Description Description of Existing Equipment 1 LT -17492 Interior LED fixture replacement(utilizing approved Il lminariael 2 LT -90853 Day lighting controls 3 4 5 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page from the Multiple Site/Solution Worksheet at w scexomfsolutions. ' On -Peak Energy savings Total Project Cost is) $168,413.64 Calculated Solution # Baseline Usage (kWh) Installed Usage (kWh) Energy Savings (kWh) Incentive Rate ($IkWh) Energy Incentive ($) 1 208,664.2 29.10 135,684.0 $ 02 $ 10,854.72 Calculated Energy Savings Totals 139,939.0 2 17,018.0 12,7630 4,255.0 $ 0.08 $ 340.40 3 — -- Calculated Savings Incentives 'Inslwks Pmlesf Gm Atllushenl tll AppllsaMi 33,589,69 4 5 $ - 5 ' On -Peak Demand. Reduction On -Peak Demand Reduction (kW) 19.46 Calculated Solution # from above Baseline On -Peak Demand (KW) Installed On -Peak Demand (KW) On -Peak Demand Reduction (KW) "- Peak Demand Reduction Incentive ($) SA# 3- 000 - 8761 -23 UPN # 353 -15- 0500765634 NOTE: For projects requiring Ml attach any required baseline or post - installation measurements and analysis, as specified in your approved MV plan. 1 29.10 10.18 18.92 $ 2,838,00 2 2.16 1.62 0.54 $ 81.00 3 $ 4 $ 5 $ - Line# Solution Code Solution Description Description of Existing Equipment 1 2 3 4 5 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page of the Multiple Site/Solution Worksheet at w sceeomisolutions. 2ZA 8 Energy Savings Calculated Solution # Baseline Usage (kWh) Installed Usage (kWh) Energy Savings (kWh) Incentive Rate ($ /kWh) Energy. Incentive ($) 1 2 2 4 3 5 4 5 On -Peak Demand Reduction Calculated Baseline Solution On -Peak # from above Demand (KW) Installed On -Peak Demand (KW) On -Peak Demand Reduction (KW) Peak Demand Reduction Incentive ($) 1 2 3 4 5 Calculated Energy Savings Totals Calculated Savings Incentives On -Peak Demand Reduction (kW) SA# 3- 000 - 8761 -23 UPN# 353 -15- 0500765634 NOTE: For projects requiring M &V, attach any required baseline or post- instartatlon measurements and analysis, as specified in Your approved M &V plan. ;k appropriate boxes: No changes to the proposed solutions have been made since the Project Application Review and Approval and the Authorized agent verifies that the Application approved savings calculations are correct. O Due to changes to the proposed measures, appropriate adjustments in the savings calculations have been made. For measures with changes made during installation, use this section, and Sections 5 & 6 on page 2, to calculate the revised installed energy usage, 0 energy savings, peak demand reduction, and incentives. Attach the appropriate calculation backup: the output from the Estimation Software, Calculate Energy Savings Total or the calculation sheets that document the engineering calculations. )Attach the following supporting documentation with this Installation Report, or email it to the SCE RCx program manager: rted savings calculations, where applicable. as of invoices for implementation, as proof of the Customer's implementation costs. Training Completion Form, including the training agenda, training materials, list of attendees, and measure persistence the RCx Program Guidelines for more information on these items. 1. HVAC Permit (if required). If a permit is required for any HVAC Installation /replacement, I have provided the permit number below. (If no permit Is required, leave this section blank.) Permit# Agency 2. Contractor Certification. If a contractor was used for any HVAC installation/replacement, this section must be completed by the contractor. By checking this box, I certify I am a licensed contractor and have followed applicable permitting requirements and, if required, that the HVAC ❑ permit information above is correct. Signature of Contractor- Name ' p ease prm Date I, the Customer or Authorized Agent below, certify that (1) the Energy Efficiency Solutions have been completely installed, functionally tested and proven capable of operating and being maintained to perform in conformity with their design Intent, and (ii) that a licensed contractor was used, where applicable, and all applicable permitting requirements for this installation were followed. The Installation date of operation of the Energy Efficiency Solutions and any required monitoring data collection per approved M &V plan, are also certified. Signature Name please print Title Date 22a —9 Customized Solutions Installation Report Instructions Project # Mail to: Business Incentives Southern California Edison P.O. Box 800 Rosemead, CA 91770 -0800 1. INDICATE PAYMENT INFORMATION Please confirm address for the incentive payment. Company: Attention: (Name to be printed on check, use only if required) Address: City: State: Zip: Print Name: Title: Authorizing Date: 2. UTILITY BILL CREDIT OPTION You have the option to credit the incentive to your service account. Incentive can only be applied to the service accountlutility bill of host customer. 3. W9 ft CA590 FORMS Please sign and return the W9 & CA590. QUESTIONS? Please call (800) 736 -4777 or e-mail Businesslncentives @sce.com 5OUTHFRN akI IFORNIA EDISON '1s 1iUT5f]M IN %1'.- RhAtl[]NA4" L'vnilonm P.O. Box 800 22A -10 Rosemead, CA 91770 YEAR ® CALIFORNIA FORM 2014 Withholding Exemption Certificate 590 The payee completes this form and submits it to the withholding agent. Withholding Agent (Type or print) Name Payee Name ❑ SSN or ITIN ❑ FEIN ❑ CA Carp no, ❑ CA Soy file no, Address (apt. /ste., room, PO Box, or PMB no.) City (If you have a foreign address, see instructions.) State ZIP Code Exemption Reason Check only one reason box below that applies to the payee. By checking the appropriate box below, the Payee certifies the reason for the exemption from the California income tax withholding requirements on payment(s) made to the entity or individual. ❑ Individuals — Certification of Residency: I am a resident of California and I reside at the address shown above. If I become a nonresident at any time, I will promptly notify the withholding agent. See instructions for General Information D, Definitions. ❑ Corporations: The corporation has a permanent place of business in California at the address shown above or is qualified through the California Secretary of State (SOS) to do business in California. The corporation will file a California tax return. If this corporation ceases to have a permanent place of business in California or ceases to do any of the above, I will promptly notify the withholding agent. See instructions for General Information D, Definitions. ❑ Partnerships or limited liability companies (LLCs): The partnership or LLC has a permanent place of business in California at the address shown above or is registered with the California SOS, and is subject to the laws of California. The partnership or LLC will file a California tax return. If the partnership or LLC ceases to do any of the above, I will promptly inform the withholding agent. For withholding purposes, a limited liability partnership (LLP) is treated like any other partnership. ❑ Tax - Exempt Entities: The entity is exempt from tax under California Revenue and Taxation Code (R &TC) Section 23701 (insert letter) or Internal Revenue Code Section 501(c) _ (insert number). If this entity ceases to be exempt from tax, I will promptly notify the withholding agent. Individuals cannot be tax - exempt entities. ❑ Insurance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension /Profit Sharing Plans: The entity is an insurance company, IRA, or a federally qualified pension or profit- sharing plan. ❑ California Trusts: At least one trustee and one noncontingent beneficiary of the above -named trust is a California resident. The trust will file a California fiduciary tax return. If the trustee or noncontingent beneficiary becomes a nonresident at any time, I will promptly notify the withholding agent. ❑ Estates — Certification of Residency of Deceased Person: I am the executor of the above -named person's estate or trust. The decedent was a California resident at the time of death. The estate will file a California fiduciary tax return. ❑ Nonmilitary Spouse of a Military Servicemember: I am a nonmilitary spouse of a military servicemember and I meet the Military Spouse Residency Relief Act (MSRRA) requirements. See instructions for General Information E, MSRRA. CERTIFICATE OF PAYEE: Payee must complete and sign below. Under penalties of perjury, I hereby certify that the information provided in this document is, to the best of my knowledge, true and correct. If conditions change, I will promptly notify the withholding agent. Payee's name and title (type or print) Telephone ( ) Payee's signature ► Date For Privacy Notice, get FT61731 ENG /$P, 7061143 Form 590 C2 2013 22A -11 Instructions for Form 590 Withholding Exemption Certificate References in these instructions are to the California Revenue and Taxation Code (R &TC) General Information • Payments to nonresidents for royalties from D Definitions Registered Domestic Partners (RDP) — For natural resources with activities in California. Nonresident includes all of the following: purposes of California income tax, references •Distributions of California source income to g' to a spouse, husband, or wife also refer to a Registered Domestic Partner (POP) unless otherwise specified. For more information on RDPs, get FTB Pub. 737, Tax Information for Registered Domestic Partners. A Purpose Use Form 590, Withholding Exemption Certificate, to certify an exemption from nonresident withholding. Form 590 does not apply to payments of backup withholding. For information on California backup withholding, go to ftb.ca.gov and search for backup withholding. Form 590 does not apply to payments for wages to employees. Wage withholding is administered by the California Employment Development Department (EDD). For more information, go to edd.ca.gov or call 888.745.3886. Do not use Form 590 to certify an exemption from withholding if you are a Seller of California real estate. Sellers of California real estate use Form 593 -C, Real Estate Withholding Certificate, to claim an exemption from real estate withholding. The following are excluded from withholding and completing this form: • The United States and any of its agencies or instrumentalities. • A state, a possession of the United States, the District of Columbia, or any of its political subdivisions or instrumentalities. • A foreign government or any of its political subdivisions, agencies, or instrumentalities. B Income Subject to Withholding California Revenue and Taxation Code (R &TC) Section 18662 requires withholding of income or franchise tax on payments of California source income made to nonresidents of California. Withholding is required on the following, but is not limited to: • Payments to nonresidents for services rendered in California. • Distributions of California source income made to domestic nonresident S corporation shareholders, partners, and members and allocations of California source income made to foreign partners and members. • Payments to nonresidents for rents if the payments are made in the course of the withholding agent's business. nonresident beneficiaries from an estate or trust. • Endorsement payments received for services performed in California. • Prizes and winnings received by nonresidents for contests in California. However, withholding is optional if the total payments of California source income are $1,500 or less during the calendar year. For more information on withholding get FTB Pub. 1017, Resident and Nonresident Withholding Guidelines. To get a withholding publication, see Additional Information. C Who Certifies this Form Form 590 is certified by the payee. California residents or entities exempt from the withholding requirement should complete Form 590 and submit it to the withholding agent. The withholding agent is then relieved of the withholding requirements if the agent relies in good faith on a completed and signed Form 590 unless notified by the Franchise Tax Board (FTB) that the form should not be relied upon. An incomplete certificate is invalid and the withholding agent should not accept it. If the withholding agent receives an incomplete certificate, the withholding agent is required to withhold tax on payments made to the payee until a valid certificate is received. In lieu of a completed certificate on the preprinted form, the withholding agent may accept as a substitute certificate a letter from the payee explaining why the payee is not subject to withholding. The letter must contain all the information required on the certificate in similar language, including the under penalty of perjury statement and the payee's taxpayer identification number. The withholding agent must retain a copy of the certificate or substitute for at least four years after the last payment to which the certificate applies, and provide it upon request to the FTB. For example, if an entertainer (or the entertainer's business entity) is paid for a performance, the entertainer's information must be provided. Do not submit the entertainer's agent or promoter information. The grantor of a grantor trust shall be treated as the payee for withholding purposes. Therefore, if the payee is a grantor trust and one or more of the grantors is a nonresident, withholding is required. If all of the grantors on the trust are residents, no withholding is required. Resident grantors can check the box on Form 590 labeled "Individuals — Certification of Residency." 22A -12 Individuals who are not residents of California. Corporations not qualified through the California Secretary of State (CA SOS) to do business in California or having no permanent place of business in California. Partnerships or limited liability companies (LLCs) with no permanent place of business in California. Any trust without a resident grantor, beneficiary, or trustee, or estates where the decedent was not a California resident. Foreign refers to non -U.S. For more information about determining resident status, get FTB Pub. 1031, Guidelines for Determining Resident Status. Military servicemembers have special rules for residency. For more information, get FTB Pub. 1032, Tax Information for Military Personnel. Permanent Place of Business: A corporation has a permanent place of business in California if it is organized and existing under the laws of California or if it is a foreign corporation qualified to transact Intrastate business by the CA SOS. A corporation that has not qualified to transact intrastate business (e.g., a corporation engaged exclusively in interstate commerce) will be considered as having a permanent place of business in California only if it maintains a permanent office in California that is permanently staffed by its employees. E Military Spouse Residency Relief Act (MSRRA) Generally, for tax purposes you are considered to maintain your existing residence or domicile. If a military servicemember and nonmilitary spouse have the same state of domicile, the MSRRA provides: • A spouse shall not be deemed to have lost a residence or domicile in any state solely by reason of being absent to be with the servicemember serving in compliance with military orders. • A spouse shall not be deemed to have acquired a residence or domicile in any other state solely by reason of being there to be with the servicemember serving in compliance with military orders. Domicile is defined as the one place: • Where you maintain a true, fixed, and permanent home. • To which you intend to return whenever you are absent, Form 590 Instructions 2013 Page 1 A military servicemember's nonmilitary spouse is considered a nonresident for tax purposes if the servicemember and spouse have the same domicile outside of California and the spouse is in California solely to be with the servicemember who is serving in compliance with Permanent Change of Station orders. California may require nonmilitary spouses of military servicemembers to provide proof that they meet the criteria for California personal income tax exemption as set forth in the MSRRA. Income of a military servicemember's nonmilitary spouse for services performed in California is not California source income subject to state tax if the spouse is in California to be with the servicemember serving in compliance with military orders, and the servicemember and spouse have the same domicile in a state other than California. For additional information or assistance in determining whether the applicant meets the MSRRA requirements, get FTB Pub. 1032. Specific Instructions Payee Instructions Enter the withholding agent's name. Enter the payee's information, including the taxpayer identification number (TIN) and check the appropriate TIN box. You must provide an acceptable TIN as requested on this form. The following are acceptable TINs: social security number (SSN); individual taxpayer identification number (TIN); federal employer identification number (FEIN); California corporation number (CA Corp no.); or CA SOS file number. Private Mail Box (PMB) — Include the PMB in the address field. Write "PMB" first, then the box number. Example: 111 Main Street PMB 123. Foreign Address — Enter the information in the following order: City, Country, Province/ Region, and Postal Code. Follow the country's practice for entering the postal code. Do not abbreviate the country's name. Check the box that reflects the reason why the payee is exempt from the California income tax withholding requirement. Withholding Agent Instructions Keep Form 590 for your records. Do not send this form to the FTB unless it has been specifically requested. For more information, contact Withholding Services and Compliance, see Additional Information. Page 2 Form 590 Instructions 2013 The payee must notify the withholding agent if any of the following situations occur: • The individual payee becomes a nonresident. • The corporation ceases to have a permanent place of business in California or ceases to be qualified to do business in California. • The partnership ceases to have a permanent place of business in California. • The LLC ceases to have a permanent place of business in California. • The tax - exempt entity loses its tax- exempt status. If any of these situations occur, then withholding may be required. For more information, get Form 592, Resident and Nonresident Withholding Statement, Form 592 -B, Resident and Nonresident Withholding Tax Statement, and Form 592 -V, Payment Voucher for Resident and Nonresident Withholding. Additional Information For additional information or to speak to a representative regarding this form, call the Withholding Services and Compliance telephone service at: Telephone: 888.792.4900 916.845.4900 Fax: 916.845.9512 OR write to: WITHHOLDING SERVICES AND COMPLIANCE MS F182 FRANCHISE TAX BOARD PO BOX 942867 SACRAMENTO CA 94267 -0651 You can download, view, and print California tax forms and publications at ftb.ca.gov. OR to get forms by mail write to: TAX FORMS REQUEST UNIT FRANCHISE TAX BOARD PO BOX 307 RANCHO CORDOVA CA 95741 -0307 For all other questions unrelated to withholding or to access the TTY/TDD numbers, see the information below. Internet and Telephone Assistance Website: ftb.ca.gov Telephone: 800.852.5711 from within the United States 916.845.6500 from outside the United States TTY/TDD: 800.822.6268 for persons with hearing or speech impairments Asistencia Por Internet y Teldfono Sitio web: ftb.ca.gov Telefono: 800.852.5711 dentro de los Estados Unidos 916.845.6500 fuera de los Estados Unidos TTY/TDD: 800.822.6268 personas con discapacidades auditivas y del habla 22A -13 Form w-9 Request for Taxpayer - m -� Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. N 2 Business name /disregarded entity name, if different from above m m °- 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to ° ❑ Individual /sole proprietor or ❑ C Corporation 718 Corporation ❑ Partnership ❑ Trust /estate certain entities, not individuals; see instructions pagefa m c ° o single-member LLC Limited liability company. Enter the tax classification C =C corporation, S =S corporation, P= artnershi Ii. ❑ y p y ( p p P) a Exempt payee code (if any) 0 2 Note. For a single- member LLC that Is disregarded, do not check LLC; check the appropriate box in the line she for Exemption from FATCA reporting c the tax classification of the single- member owner. code (if any) d5 ° E] Other (see instructions) ► lappres roaccounrs memrarncd oanree the U.S,) 5 Address (number, street, and apt. or suite no.) Requester's name and address (optional) ° a m 8 City, state, and ZIP code m rn 7 List account numbers) here (optional) Ni Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number ( However, for a resident alien, sole proprietor, or disregarded entity, see the Pan page I instructions on page 3. For other - m -� entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for I Employer Identification number guidelines on whose number to enter. F7_1 F—F-77F penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Jlgn Signature of Here I U.S. person 0- Date Iii General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W -9 (such as legislation enacted after we release it) is at www.Irs.gov /fw9. Purpose of Form An Indlvldual or entity (Form W -9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), Individual taxpayer Identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return, Examples of information returns include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099 -MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099 -B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099 -5 (proceeds from real estate transactions) • Form 1099 -K (merchant card and third party network transactions) • Form 1098 (home mortgage Interest), 1098 -E (student loan interest), 1098 -T (tuition) • Form 1099 -0 (canceled debt) • Form 1099 -A (acquisition or abandonment of secured property) Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Farm W -9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business Is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (ii any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X 22A -14 Form W-9 (Rev. 12 -2014) Form W-9 (Rev. 12 -2014) Note. If you are a U.S. person and a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W -9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined In Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business In the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W -9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, If you are a U.S. person that is a partner in a partnership conducting a trade or business In the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W -9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business In the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a US. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W -9. Instead, use the appropriate Form W -8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of Income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a. U.S, resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of Income, you must attach a statement to Form W -9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S. -China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present In the United States. Under U.S. law, this student will become a resident alien for tax purposes If his or her stay In the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S. -China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W -9 a statement that includes the Information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W -8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax - exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an Incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable Interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W -9 for more information. Also see Special rules for partnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W -9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W -9 If the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure Is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and /or imprisonment. Misuse of TINS. If the requester discloses or uses TINS in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W -9 Is for a joint account, list first, and then circle, the name of the person or entity whose number you entered In Part I of Form W -9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your Individual name as It was entered on your Form W -7 application, line 1 a. This should also be the same as the name you entered on the Form 1040/1040A/I 040EZ you filed with your application. b. Sole proprietor or single- member I.L.C. Enter your individual name as shown on your 1040/1040All 040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2. c. Partnership, LLC that is not a single- member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other amities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that Is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701- 2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the Income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that Is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name /disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W -8 instead of a Form W -9. This is the case even If the foreign person has a U.S. TIN. 22A -15 Form W-9 (Rev. 12 -2014) Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, checkthe "Limited Liability Company" box and in the space provided enter "C" for C corporation or "S" for S corporation. If it is a single- member LLC that is a disregarded entity, do not check the "Limited Liability Company" box; instead check the first box in line 3 "Individual /sole proprietor or single - member LLC." Line 4, Exemptions If you are exempt from backup withholding and /or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099 -MISC. The following codes Identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1 —An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 401 if the account satisfies the requirements of section 401(f)(2) 2 —The United States or any of its agencies or instrumentalities 3 —A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4 —A foreign government or any of its political subdivisions, agencies, or Instrumentalities 5 —A corporation 6 —A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7 —A futures commission merchant registered with the Commodity Futures Trading Commission 8 —A real estate investment trust 9 —An entity registered at all times during the tax year under the Investment Company Act of 1940 10 —A common trust fund operated by a bank under section 584(a) 11 —A financial institution 12 —A middleman known in the Investment community as a nominee or custodian 13 —A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment Is for... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over $5,000' 1 through 5' Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1091 Miscellaneous Income, and Its instructions. 'However, the following payments made to a corporation and reportable on Form 1099 -MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 601 and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution Is subject to these requirements. A requester may Indicate that a code is not required by providing you with a Form W -9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B —The United States or any of its agencies or instrumentalities C —A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D —A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1 (c)(1)(1) E —A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1 (c)(1)(1) F —A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that Is registered as such under the laws of the United States or any state G —A real estate investment trust H —A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I —A common trust fund as defined in section 584(a) J —A bank as defined in section 581 K —A broker L —A trust exempt from tax under section 664 or described in section 491 M —A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial Institution requesting this form to determine whether the FATCA code and /or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W -9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN Is your IRS individual taxpayer Identification number (ITIN). Enter It in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single- member LLC that Is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1 -800- 772 -1213. Use Form W -7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.lrs.gov /businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W -7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 -TAX -FORM (1- 800 -829- 3676). If you are asked to complete Form W -9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you Intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W -8. 22A -16 Form W -9 (Rev. 12 -2014) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W -9. You may be requested to sign by the withholding agent even If Items 1, 4, or 5 below Indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required), In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered Inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments" Include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third parry network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or NSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (Joint The actual owner of the account or, account) if combined funds, the first individual on the account' 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor- trustee' trust (grantor Is also trustee) b. So- called trust account that is The actual owner not a legal or valid trust under state law 5. Sole proprietorship or disregarded The owner' entity owned by an individual 6. Grantor trust filing under Optional The grantor" Form 1099 Filing Method 1 (see Regulations section 1.671- 4(b)(2)(1) (A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner Individual 8. A valid trust, estate, or pension trust Legal entity' 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious, The organization charitable, educational, or other tax - exempt organization 11. Partnership or multi- member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture in the name of e public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671- 4(b)(2)(i) (B)) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 'Glade the minor's name and furnish the minor's SSN. Page 4 You must show your individual name and you may also enter your business or DBA name on the "Business name /disregarded entity" name line. You may use either your SSN or EIN (If you have one), but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity Itself is not designated In the account title.) Also see Special rules for partnerships on page 2. 'Note. Grantor also must provide a Form W -g to trustee of trust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An Identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questlonable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1- 800- 908 -4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAB by calling the TAB toll -free case Intake line at 1- 877 - 777 -4778 or TTY7TDD 1- 800 -829 -4059. Protect yourself from suspicious emails or phishing schemes. Finishing is the creation and use of email and websites designed to mimic legitimate business smalls and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user Into surrendering private information that will be used for Identity theft. The IRS does not initiate contacts with taxpayers via emalls. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access Information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing®irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1 -800- 366 -4484. You can forward suspicious emails to the Federal Trade Commission at: spam @uce.gov or contact them at www.ffc.gov /idtheft or 1- 877 -IDTH EFT (1- 877 - 438 - 4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (Including federal agencies) who are required to file information returns with the IRS to report Interest, dividends, or certain other Income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file Information returns with the IRS, reporting the above information. Routine uses of this information include giving It to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use In administering their laws. The Information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. 22A -17 4UY. 1111 Yth [:1LlftlltV9.1 SFN0 rO: Southern California Edison, Business Incentives Er 1`i % 't P.O. Box 800, Rosemead, CA 91770.0800 D I S O N E -mail: Businesslncentives @sce.com I Fax: 626 -633 -3243 +,enrsrra�>..vrrrre.unar.er t',m,po1, Questions? 800-7364777 Date: August 10, 2016 Customer Information: Authorized Agent Information: John Aguilar Rebecca Hausheer City of Santa Ana The Energy Coalition 20 Civic Center PI. M -11 47 Discovery Ste. 250 Santa Ana, CA 92701 Irvine, CA 92618 RE: NOTICE OF ON -BILL FINANCING (OBF) APPLICATION APPROVAL AND FUNDING RESERVATION Project Number: 353 -15. 0500765634 Dear John Aguilar and Rebecca Hausheer: Your On -Bill Financing Application has been reviewed and approved, and funding for your On -Bill Financing Loan has been reserved. At this point the estimated OBF Loan funding reservation for your project of $152.648.95 has been established. Terms and Conditions of Loan Reservation: 1. The reserved amount has been calculated based on the results of the review and approval of your Energy Efficiency Project Application, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Since the loan reservation amount is based on an approved project proposal, it is an estimate of what the actual loan amount may be. 1a. An OBF Loan Term Calculation [LTC] is attached. 2. The actual loan amount will be calculated based on the results of the review and approval of your Energy Efficiency Project Installation Report, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Therefore, the actual amount of the OBF Loan may differ from the reserved amount presented above. 2a. The actual amount of the OBF loan may be less than the reserved amount presented above. 2b. The actual amount of the OBF loan shall not exceed the reserved amount presented above. 3. The expiration of the loan reservation shall be consistent with that of the project incentive. Next Steps: • You submit the completed Installation Report [IR] to SCE, and SCE will review it. • SCE will calculate the actual final loan amount, based on the results of the IR approval, and the LTC provisions. • SCE will issue 2 copies of the OBF Loan Agreement to you. • You will sign, and have notarized, the Agreements and return to SCE. • SCE will counter -sign the Agreements. • SCE will provide you with 1 copy of the fully- executed Loan Agreement and will process the loan proceeds. If you have any questions, please contact your SCE Account Representative. You may also call us at (800) 736 -4777 Monday through Friday, from 8:00 a.m. to 5:00 p.m., or send an e-mail to bus! nessincentives @sce.com. Please have your Project Number available for reference when you call, or include it in your e-mail. Sincerely, Delia Williams Program Manager- On Bill Financing Southern California Edison Company. Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning SCE is the Federal Trade Commission, Equal Credit Opportunity, Washington DC 20580. 22A -18 On -Bill Financing Program - Preliminary Loan Term Calculation (LTC1) Completion Date /Time: 12/2312015 8:01 AM Project Number: 353 -15- 0500765634 Service Account: 3 -000- 8761 -23 Customer Number: 1 -0- 000 -7130 Customer Account Number: 2 -24- 020 -8303 OBF Application Receipt Date: 9/412015 Project Type(s) : Customized and Deemed Market Segment: Government and Institutions $ Business Name: SANTA ANA, CITY OF B.2. Estimated Annual Dollar($) Savings Reference Name: PRP -SANTA ANA LIBRARY LT & MC Address: 690 W CIVIC CENTER D City, CA Zip: SANTA ANA, CA 92701 PROJECT ECONOMIC SUMMARY ACTUAL TERMS WILL BE CALCULATED BASED ON FINAL REVIEW AND VERIFICATION OF THE PROJECT INSTALLATION REPORT LTC1 Reserved Amount is $152,648.95 First month payment is $585.37 101 subsequent monthly payments $1,505.58 EXPLANATION A. AVERAGE ELECTRIC BILLING RATE -- past 12 months (Cents /kWh) $ 0.12678 Based on Billing History 186,538.64 B. ENERGY EFFICIENCY PROJECT SAVINGS $ B.I. Estimated Annual Kilowatt Hour Savings (kWh) 142,508.4 From Approved Project Application B.2. Estimated Annual Dollar($) Savings $ 18,066.96 Estimated Annual kWh Savings x Average Rate = $ savings (B.1 x A) B.3. Estimated Monthly Dollar($) Savings $ 1,505.58 Estimated Monthly $ Savings (B.2 / 12) C. COSTS C.I. Estimated Total Project Cost $ 186,538.64 C.2. Excess Project Cost $ C.3. Estimated Total Rebate /Incentive $ 33,889.69 C.4. Other $ C.5. Estimated Potential Loan Amount (Gross Amount) $ 152,648.95 C.6. LTC1 Reserved Amount C.7. LTC2 Reserved Amount D. LOAN D.I. Gross Amount for Potential Financing $ 152,648.95 D.2. Monthly Loan Repayment Amount $1,505.58 D.3. Actual loan term (Months) 102 DA. Actual loan term (Years) 8.5 E. LOAN LIMIT TESTS E.I. Market Segment Amount of Loan Test (Min /Max Loan Amount) E,1.1. Market Segment Minimum Loan Amount $ 5,000 E,1.2. Market Segment Maximum Loan Amount $ 250,000 E.1.3. Within Market Segment Limit? Y E.2. Customer Loan Limit Test (Previous Loans for this Service Account) E,2.1. Service Account Loan Amount Limit $ 250,000 From Approved Project Application Based on 20% Basic Lighting Cap Rule From Approved Project Application (C.1) - (C.2) - (C.3) - (C.4) From LTC1 calculation following Approved Project Application LTC2 Loan Amount per policy cannot be greater than LTC1 amount Lesser of (C.5) or (C.6) or (E.1.2) or (E.2.3) or other roles apply (B.3) Time required to repay loan in months (subject to exception analysis below) Time required to repay loan in years: (D, 3) /12 Minimum Loan Amount per Service Account or Bundle Com, Ind, Ag = $100,000, G &I = $250,000 Is D.1 within loan amount limits Y /N? (E.1.2) or $1 M for G &I Facility E,2.2, Previous Loans Reserved for this Service Account $ Total of previous OBF loans + reservations E.2.3. Estimated Amount Eligible for Loans $ 250,000.00 (E.2.1) - (E.2.2), If < 0, then 0. E.2.4. Within Available Amount? Y Is D.1.<E.2.3. Y /N? E.3. Length of Loan Test E.3.1. Loan Length Limit (months) 120 CIA (lighting) = 36, CIA (non- lighting) = 60, G &I = 120 months E.3.2. Within Loan Length Limit? Y Is D.3 within limit Y /N? E.4. Expected Useful Life (EUL)* Loan Length Limit Test E.A.I. Applicable Measure FILL (months) 144 ELL in months of measure with greatest kWh contribution E.4.2. Within ELL Loan Length Limit? Y Is D.3 within limit Y /N? E.S. EXCEPTION ANALYSIS (If any E1 thru E.4. yields a "No") Exception Analysis Loan Minimum Requirement Test Does the loan amount from Exception Analysis meet the $5K loan minimum requirement? YES E.5.1. First Payment Amount $ 585.37 E.5.2. Subsequent Monthly Loan Repayment Amount $ 1,505.58 Based on minimum loan requirement of $6K and supplemental E.5.3. Subsequent Monthly Payments 101 Exception Analysis, this amount qualifies for an estimated OBF E.5.4. Net Amount for Financing $ 152,648.95 loan. -Expected Ueeful Lire (EUL) '. Eaton measure to eri to perform sarlsherodly fora period af time . An EULror sear oner9y efficiency measure Is assigned by the Callfous Energy Oommission (CEC) LTC ID: 9673 22A -19 22A -20 ABSTRACT OF BIDS ENERGY - EFFICIENT LIGHTING AND HVAC CHILLED WATER PUMP (16 -099) Bidder JF Electric Gerhard Electric Location Hesperia Laguna Hills Total $175,480.00 $207,401.09 EXHIBIT 2 22A -21 Western Air Conditioning Co., Inc. Rancho Cucamonga $453,144.00 22A -22 CITY OF SANTA ANA DAVID CAVAZOS City Manager APPROVED AS TO FORM ATTEST Sonia R. Carvalho, City Attorney By: JO M. FUNK Assistant City Attorney FOR APPROVAL FRANCISCO GUTIERREZ Executive Director Finance and Management Services Agency 22A -23 Additional Page for City Signatures SCE On -Bill Financing Agreement Main Library Lighting Retrofit MARIA D. BUIZAR Clerk of the Council 22A -24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: CONTRACT AWARD TO FAIRWAY FORD SALES, INC. FOR POLICE INTERCEPTOR VEHICLES (SPEC. NO. 16 -097) (STRATEGIC PLAN NO. 6,21 CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _TM•:• _e ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and payment of purchase order to Fairway Ford Sales, Inc. for the purchase of 28 police Interceptor vehicles in an amount not to exceed $898,612 plus a contingency of $44,930 for a total amount of $943,542, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. Currently the City Fleet has a total of 510 vehicles in its inventory as follows: Department No. of Vehicles Police 256 Non - Police 204 Total 510 The City's Vehicle Replacement Policy provides guidelines and criteria for determining when vehicles need replacement. The Equipment Lifecycle Guidelines include the replacement of all police patrol vehicles every four years or 80,000 miles. This recommended replacement schedule is based on the consistent use and high mileage put on these vehicles along with the hard driving conditions that accompany police patrol vehicles. Due to financial hardships the City discontinued contributions to the Equipment Replacement Fund during fiscal year 2009 -10 which resulted in a shortfall of necessary funds to replace vehicles in a timely manner. However, the policy for Departments to contribute into the Equipment Replacement funds was re- implemented in fiscal year 2011 -12 for all newly 2213-1 Contract Award to Fairway Ford Sales Inc. for Police Patrol Vehicles October 4, 2016 Page 2 purchased vehicles to ensure adequate funding for the procurement and timely replacement of vehicles based on the approved Equipment Lifecycle Guidelines. Of importance was to ensure that the Police Department's vehicles were brought up to current replacement standards. As a result since fiscal year 2012 -13 a total of 86 Police Department vehicles were replaced. There will also be funding in the Equipment Replacement Fund to replace another 18 patrol vehicles in Fiscal Year 2017 -18. This leaves another 46 patrol vehicles or half of the patrol car fleet, that need to be replaced soon, and funding is not included in the Equipment Replacement program. During the most recently completed fiscal year (2015 -16), Finance Management Services Agency -Fleet division received $900,000 in Surplus Allocation funds which allowed Fleet to accelerate the replacement. In combination with the spending plan for fiscal year 2016 -17 a total of $4,919,967 has been spent on public safety equipment since fiscal year 2012 -13 which includes the current request. The Notice Inviting Bids was advertised on August 4, 2016 on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 52 Vendors were notified 7 Vendors downloaded the bid packet 2 Bids received 0 Bid received from Santa Ana vendor The bids were opened on August 31, 2016 and evaluated (Exhibit 1). The bid received from Fairway Ford is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a five percent contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $943,542 are available in the FY 2016 -17 Equipment Replacement account (07010100 - 66400). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez ® U Executive Director Finance & Management Services Agency CLlsp EXHIBIT: 1. Abstract of Bids 228-2 ABSTRACT OF BIDS POLICE INTERCEPTOR VHICLES (16 -097) Bidder Location Terms Delivery Total Cost Per Vehicle Fairway Ford Sales, Inc Placentia Net 30 190 days $32,093.28 *MI0- 1116 22B -3 Wondries Fleet Group Alhambra Net 30 110 days $33,610.79 22B -4 AM I 10 M I -IN o CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE CONTRACT AWARD TO MARINE AIR, INC. TO REPLACE HVAC CONDENSER (SPEC. NO. 16 -081) {STRATEGIC PLAN NO. 6, 1G, 2A) (SURPLUS FUNDS) _. Z�' Z _.( CI M NAGR RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F,AJ%i%iCAJVJ:4 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For FILE NUMBER Authorize a one -time purchase and payment of purchase order to Marine Air, Inc. to provide and install a heating ventilation and air conditioning (HVAC) condenser at Newhope Library in an amount not to exceed $38,500, which includes a 5% contingency, subject to non - substantive changes approved by the City Manager and City Attorney. Project is in accordance with Council approved Surplus Allocation Plan as of October 20, 2015. Department: Project: Category Total Funding: Finance and Newhope Library HVAC Facilities and FY 15 -16 $20,000 Management Condenser Replacement Assets FY 16 -17 $20,000 Service DISCUSSION As part of the City's ongoing efforts to identify potential cost - saving energy projects across City facilities, the Finance and Management Services Building Maintenance Division commissioned an energy audit of the Newhope Library. The energy audit was completed at no cost to the City by The Energy Network (TEN), a non - profit program funded by California utility ratepayers through the California Public Utilities Commission. The audit resulted in recommendations that consists of three components: replace fluorescent lights with new energy- efficient LED lights, install occupancy sensors that monitor and control room lighting and temperature based on the number of occupants; and replace the library HVAC system with a new high- efficiency condenser. 22C -1 Contract Award to Marine Air, Inc. to Replace HVAC Condenser October 4, 2016 Page 2 The first two components on LED lights and control systems will be funded by a Southern California Edison (SCE) On -Bill Financing (OBF) loan and cash incentives. The third component on the HVAC condenser is recommended for Budget Surplus funding because SCE does not provide incentives or loans for HVAC - related projects at this time. The condenser is the HVAC component that receives hot high pressure gas refrigerant such as Freon from the air conditioning compressor. The job of the condenser is to turn this hot gas into a cooler liquid through the process of condensation. The new high efficiency condenser will reduce operating costs by using less energy and extend asset life by reducing wear and tear on HVAC system components. The Notice soliciting bids was advertised on August 08, 2016 on the City's online bid management and publication system. A summary of the bids received is as follows: 64 Vendors were notified 5 Santa Ana vendors notified 21 Vendors downloaded the solicitation 6 Bids received 0 Bids received from Santa Ana vendors Bids were opened on September 6, 2016, and evaluated (Exhibit 2). The bid received from Marine Air, Inc. is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective 1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans) and Objective 2 (address deferred maintenance on City buildings and equipment), Strategy A (prepare a Deferred Maintenance Plan that assesses safety, adequacy, and liability implications, and estimates repair costs to be programmed in the responsible agency's future budget). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. A Notice of Exemption will be filed for this project. FISCAL IMPACT Funds in the amount of $38,500 are available in FY 2016 -17 Finance Building Maintenance Surplus Allocation account (05010021- 66200), the approval amount includes a 5% contingency. 22Ci -2 Contract Award to Marine Air, Inc. to Replace HVAC Condenser October 4, 2016 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency JA /WN /ds /sp Exhibit: 1. Abstract of Bids 22C -3 22C -4 ABSTRACT OF BIDS HVAC ONDENSER REPLACEMENT (16 -081) GM Climate Pacific West Bidder Control, Inc. Marine Air, Inc. Industries, Inc. Rancho Santa Location Saugus Margarita Anaheim Total $50,210.00 $36,382.78 $61,579.96 Western Air Bidder Pardes Air Inc. Contitioning Co., Inc. Location Los Angeles Rancho Cucamonga Total $48,800.00 $82,280.00 EXHIBIT 1 22C -5 22C -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: MEMORANDUM OF UNDERSTANDING WITH CORNERSTONE SOLUTIONS, INC. JOB CORPS SERVICES (STRATEGIC PLAN NO 2,4) - Dl'n� CITY MANAGE' RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2 I Reading ❑ Implementing Resolution ❑ Set Public Hearing For,_ CONTINUED TO FILE NUMBER Authorize the Mayor, City Manager and Clerk of the Council to execute the attached Memorandum of Understanding with Cornerstone Solutions, Inc. — Job Corp Services to provide onsite eligibility services for enrollment into Job Corp programs for a term beginning October 4, 2016 through June 30, 2019, subject to non - substantive changes approved by the City Manager and City Attorney. WORKFORCE DEVELOPMENT BOARD ACTION At its Special Meeting of September 15, 2016, by a vote of 13:1 (Tucker abstained, Beasley, Korthuis, Perez, Rose, Ruiz, Rutledge, Smith absent), the Workforce Development Board recommended that the City Council approve the Workforce Innovation and Opportunity Act partner Memorandum of Understanding with Cornerstone Solutions, Inc. - Job Corps Services and authorize the Board Chair to sign; and recommend City Council approve the Memorandum of Understanding with Cornerstone Solutions, Inc. -Job Corps Services and authorize the Mayor and City Manager to sign. DISCUSSION The federal Workforce Innovation and Opportunity Act (WIOA) was signed into law on July 22, 2014 replacing the Workforce Investment Act of 1998 (WIA). Initial implementation of the new legislation began July 1, 2015 with full implementation required July 1, 2017. As part of the transition from WIA to WIOA, the City requested and the Governor approved initial designation as a Local Workforce Development Area for the two year implementation period. This initial designation recognizes the time needed to transition the Workforce Investment Board (WIB) to a Workforce Development Board (WDB) and build the foundation to implement WIOA. WIOA mandates that certain federal, state and local agencies formally partner with the local WIB's/WDB's to align investments in workforce, education and economic development with 25A -1 Memorandum of Understanding With Cornerstone Solutions, Inc. -Job Corps Services October 4, 2016 Page 2 regional in- demand industries. Local workforce boards, with the agreement of the local elected body, are also encouraged to develop MOD's with organizations that will bring complementary services to the WORK Center. Cornerstone Solutions, Inc. - Job Corps Services will provide onsite eligibility services for enrollment into Job Corps Programs and complement the youth services at the WORK Center. Job Corps is a no -cost education and career technical training program that employs a holistic career development training approach which integrates the teaching of academic, vocational, employability skills and social competencies through a combination of classroom, practical and based learning experiences to prepare youth for stable, long -term, high - paying jobs. STRATEGIC PLAN ALIGNMENT Approval assists the City in meeting Goal #2 - Youth, Education, Recreation, Objective #4 (Partner with groups and organization to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT There is no fiscal impact associated with this action. Robert C. Deputy City z r Man er City Manager's Office RCC /DS /SB /If EXHIBIT: 1. Memorandum of Understanding Cornerstone Solutions, Inc. -Job Corps Services 25A -2 Memorandum of Understanding For Santa Ana Workforce Development Board AJCC Partner: CORNERSTONE SOLUTIONS, INC. JOB CORPS SERVICES MW` Memorandum of Understanding (MOU) Pursuant to the Workforce Innovation Opportunity Act of 2014 (WIOA) A, PARTIES The parties to this Memorandum of Understanding (MOU) are the Mayor and City Council of the City of Santa Ana, the Santa Ana Workforce Development Board (WDB), and Cornerstone Solutions, Inc. — Job Corps Services (AJCC Partner). B. PURPOSE The Workforce Innovation and Opportunity Act (WIOA) requires that a MOU be developed and executed between the Local Board and the American's Job Center of California (AJCC) partners to establish an agreement concerning the operations of the AJCC delivery system. The purpose of the MOU, is to establish a cooperative working relationship between the parties and to define their respective roles and responsibilities in achieving the policy objectives. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. California's one -stop delivery system, the AJCC, is a locally -driven system which develops partnerships and provides programs and services to achieve three main policy objectives established by the California Workforce Development Strategic Plan, which includes the following: 1. Foster demand -driven skills attaimnent 2. Enable upward mobility for all Californians 3. Align, coordinate, and integrate programs and services These objectives will be accomplished by ensuring access to high - quality AJCC that provide the full range of set-vices available in the community for all customers seeking the following: 1. Looking to find a job. 2. Building basic educational or occupational skills. 3. Earning a postsecondary certificate or degree. 4. Obtaining guidance on how to make career choices. 5. Seeking to identify and hire skilled workers. C. LOCAL /REGIONAL, VISION STATEMENT, MISSION STATEMENT, AND GOALS Santa Ana's vision rests on integrating current and future resources through its WDB partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create synergy for its target populations by offering inviting and seamless services, wherever a client enters the system. Santa Ana's vision also embraces the future, as all visions should. It spawns new industries and clusters and changes old ones. It generates fresh workforce opportunities in the process. The Santa Ana WDB's strategic plan rests not only on strengths of its current industrial base, but also the demands of emerging business and economic trends. 25A -4 Finally, Santa Ana's vision is sensitive to the needs of its unique demographics and regional mix. As a major supplier of workforce for surrounding communities, Santa Ana is firmly embedded in its regional and cluster matrix. Santa Ana's implementation of the vision entails enhancing business and supports social and educational services and access to them, mostly though not exclusively through its WORK Center and WDB. An effective efficient administration is necessary to deliver the services that make each of these strategies effective. The Santa Ana WDB's overall strategies: L Identify regional clusters most likely to create new jobs in which Santa Ana's workforce can participate and the foundational requirements of such jobs; 2. Expand small business development support as a creator of new jobs and method for growing the local tax base; 3. Educate Santa Ana's current and future workforce through classroom pre - training and training activities, plus on-the-job training and workforce skill enhancement activities; 4. Offer career pathway programs for both unemployed and employed adults and youth; S. Increase access to jobs for disconnected and underserved populations, especially youth; 6. Organize, integrate and support social and other services through the WDB's network of partnerships, volunteer organizations, and established institutional resources; and 7. Assure funding from all public, private, and other sources in support of its programs. D. ONE -STOP SYSTEM, SERVICES The AJCC, currently located at the Santa Ana Regional Transportation Center (hereinafter referred to as the Santa Ana W /O /R/K Center), 1000 E. Santa Ana Blvd., shall provide and /or coordinate W1OA services to individuals, providing them with the necessary skills to participate in building a world- class workforce in Santa Ana. In January of 1996, the Santa Ana W /O /R/K Center opened its doors as the first universal access One -Stop in the County of Orange designed to meet the employment placement assistance and training needs of the community through workforce and economic development. The W /O/R/K Center offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the W /O /R/K Center partners which include the Employment Development Department (EDD), Orange County Social Services Agency (SSA), Rancho Santiago Community College District (RSCCD), State Department of Rehabilitation, Boys & Girls Club of Santa Ana, City of Santa Ana Economic Development Department, and several other agencies. The W /O /R/K Center is located in the city of Santa Ana which ranks as the fourth densest city in the entire nation. Santa Ana's workforce faces unique challenges based on its population base, its industrial growth, and its economic position. Santa Aria is the second oldest and second most populous incorporated city in Orange County compared to Anaheim, and its median household income ranks nearly the same, near the bottom of incorporated Orange County cities. However, fruitful comparison ends here. Many of Santa Ana's residents speak Spanish at home as their primary or additional language. Santa Ana also is a particularly young population, with almost a quarter of its population under 18 than the state norm. Add to this an exceptionally high drop -out rate for local schools. These issues create a unique flavor for Santa Ana the city. They impact almost every element of work and work preparedness, including their underlying education, youth culture, industry distribution, and other drivers. The AJCC, through its central location at the Santa Ana Regional 25A -5 Transportation Center, 1000 E. Santa Ana Blvd., shall provide and /or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. Services and referrals provided at the Santa Ana W /O /R /K Center may include, but are not limited to, the following: Basic Career Services: 1. Eligibility Determination 2, Outreach, intake, and orientation to information and services 3. Initial assessment of skill levels including literacy, numeracy, and English proficiency; and aptitudes, abilities and support service needs 4. Labor exchange services - Job Search and placement assistance and career counseling including Info on in- demand industry sectors and occupations Info on nontraditional employment. 5. Recruitment and other business services on behalf of employers 6. Provision of referrals to coordination of activities with other services including those within the one stop and other workforce development programs 7. Provision of workforce and labor market employment statistics info including: a) Job vacancy listings in labor market areas b) Info on job skills needed to obtain the vacant jobs c) Info relating to in- demand occupations including earnings, and opportunities for advancement 8. Provision of performance and program cost info on the ETPL eligible programs by program and type of provider 9. Provision of info in understandable formats and languages about performance against performance accountability measures 10. Provision of regarding support services 11. Provision of info and assistance in filing UI claims 12. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA Individualized Career Services: L Comprehensive and specialized assessment of skill levels and service needs including: 2. Diagnostic testing and other assessment tools 3. In -depth interview and evaluation to determine barriers and goals 4. Development of IEP to identify goals, objectives, and services 5. Group Counseling 6. Individual Counseling 7, Career Planning 8. Short-term pre - vocational services including development of learning skills, communication skills and other soft skills to prepare individuals for employment or training 9. Internships and work experiences that are linked to careers 10. Workforce preparation activities including basic academic and obtaining other skills necessary for successful transition into postsecondary education, training or employment 11. Financial literacy services 12. Out -of -area job search assistance and relocation assistance 13. English language acquisition and integrated education and training program 25A -6 Training Services: I. Occupational skills training 2. On- the -Job training 3. Incumbent worker training 4. Programs that combine workplace training with related instruction, which may include cooperative education programs 5. Training programs operated by the private sector 6. Skill upgrading and retraining 7. Entrepreneurial training programs S. Transitional jobs 9. Job readiness training provided in combination with any of the aforementioned training Services. 10. Adult education and literacy activities, including activities of English language acquisition, and integrated education and training programs provided concurrently or in combination with any of the aforementioned training services. 11. Customized training The AJCC Partner Service Matrix is attached hereto as Exhibit A and incorporated herein by this reference. E. RESPONSIBILITY OF AJCC PARTNERS The AJCC partner agrees to the responsibilities required of all partners under WIOA Section 121(b). In addition, to participate in joint planning, plan development, and modification of activities to accomplish the following: 1. Continuous partnership building. 2. Continuous planning in response to state and federal requirements. 3. Responsiveness to local and economic conditions, including employer needs. 4. Adherence to common data collection and reporting needs utilizing the State of California CaIJOBSsM system. Make the applicable service(s) applicable to the partner program available to customers through the one -stop delivery system. Partners agree to the co- enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes. Participate in capacity building and staff development activities in order to ensure that all partners and staff are adequately cross - trained Participate in the operation of the one -stop system, consistent with the terms of the MOU and requirements of authorized laws. All partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. The Santa Ana AJCC Partner Services is attached hereto as Exhibit B and incorporated herein by this reference. F. CROSS REFERRALS The America's Job Center of California Partners agreed upon referral process will ensure the following: 2514 -7 I . Intake and referral processes are customer- centered with the intent to provide high quality customer service. 2. Ensure that general information regarding AJCC programs, services, activities and resources shall be made available to all customers as appropriate. 3. Will be made electronically, through traditional correspondence, verbally or through other means determined in cooperation with partners and operators. 4. Will provide a direct link or access to other AJCC partner staff that can provide meaningful information or service, through the use of co- location, cross training of AJCC staff, or real -time technology (two way communication and interaction with AJCC partners that results in services needed by the customer). Referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service was addressed. G. ACCESS FOR INDIVIDUALS WITH BARRIERS TO EMPLOYMENT All parties' commitment to offer priority for services to recipients of public assistance, other low - income individuals, or individuals who are basic skills deficient when providing individualized career services and training services with WIOA adult funds. WIOA provides a focus on serving "individuals with barriers to employment," defined in WIOA section 3(24) and seeks to ensure access to these populations on a priority basis. Individuals with barriers to employment" is defined as a member of I or more of the following populations: 1) Displace homemakers. 2) Low - income individuals. 3) Indians, Alaska Natives, and Native Hawaiians 4) Individuals with disabilities, including youth who are individuals with disabilities. 5) Older individuals. 6) Ex- offenders. 7) Homeless individuals, or homeless children and youths. 8) Youth who are in or have aged out of the foster care system. 9) Individuals who are English language learners, individuals who have low levels of literacy, and individuals facing substantial cultural barriers. 10) Eligible migrant and seasonal farmworkers. 11) Individuals within 2 years of exhausting lifetime eligibility under part A of title IV of the Social Security Act. 12) Single parents including single pregnant women. 13) Long -term unemployed individuals. 14) Such other groups as the Governor involved determines to have barriers to employment. Section 134(c)(3)(E) of WIOA establishes a priority requirement with respect to funds allocated to a local areas for adult employment and training activities. Under this section, one -stop center staff responsible for these funds must give priority to recipients of public assistance, other low- income individuals, and individuals who are basic skills deficient in the provision of individualized career services. Priority must be provided in the following order: 1) To veterans and eligible spouses who are also included in the groups given statutory priority for WIOA adult formula fiords. This means that veterans and eligible spouses who are also recipients of public assistance, other low- income individuals, or individuals who are basic 25A -8 skills deficient would receive first priority for services provided with WIOA adult formula funds. 2) To non - covered persons (that is, individuals who are not veterans or eligible spouses) who are included in the groups given priority for WIOA adult formula funds. 3) To veterans and eligible spouses who are not included in WIOA's priority groups. 4) To non- covered persons outside the groups given priority under WIOA. See AJCC System Map that identifies the location of the AJCC and its affiliates. The AJCC System Map is attached hereto as Exhibit C and incorporated herein by this reference. H. SHARED TECHNOLOGY AND SYSTEM SECURITY WIOA emphasizes technology as a critical tool for making all aspects of information exchange possible, including client tracking, common case management, reporting, and data collection, utilizing the State of California Ca1JOBSsm system. To support the use of these tools, each AJCC Partner agrees to the following: I. Comply with the applicable provisions of WIOA, Welfare and Institutions Code, California Education Code, Rehabilitation Act, and any other appropriate statutes or requirements. 2. The principles of common reporting and shared information through electronic mechanisms, including shared technology. 3. Commit to share information to the greatest extent allowable under their governing legislation and confidentiality requirements. 4. Maintain all records of the AJCC customers or partners (e.g. applications, eligibility and referral records, or any other individual records related to services provided under this MOU) in the strictest confidence, and use them solely for purposes directly related to such services. 5. Develop technological enhancements that allow interfaces of common information needs, as appropriate. 6. Understand that system security provisions shall be agreed upon by all partners. I. CONFIDENTIALITY: The WDB agrees that when any individual applies for or receives services from the partner agency through the America's Job Center of California Center, all information regarding such application for or receipt of services shall be confidential information subject to the WIOA provisions. The parties agree to honor the confidentiality provisions as described in the local WIOA plan, including modifications thereto, and incorporated into this MOU by reference. Exchanged information shall remain private and confidential in accordance with the most restrictive confidentiality requirements of any of the parties collecting, receiving or sharing information. The AJCC Partner agrees to comply with the provisions of WIOA as well as the applicable sections of the Welfare and Institutions Code, the California Education Code, the Rehabilitation Act, and any other appropriate statute or requirement to assure the following: 1. All applications and individual records related to services provided under this MOU, including eligibility for services and enrollment and referral, shall be confidential and shall not be open to examination for any purpose not directly connected with the delivery of such services. 2. No person will publish, disclose use, or permit, cause to be published, disclosed or used, any 25A -9 confidential information pertaining to AJCC applicants, participants, or customers overall unless a specific release is voluntarily signed by the participant or customer. 3. The AJCC partner agrees to abide by the current confidentiality provisions of the respective statutes to which AJCC operators and other AJCC partners must adhere, and shall share information necessary for the administration of the program as allowed under law and regulation. The AJCC partner, therefore, agrees to share client information necessary for the provision of services such as assessment, universal intake, program or training referral, job development or placement activities, and other services as needed for employment or program support purposes. 4. Client information shall be shared solely for the purpose of enrollment, referral or provision of services. In carrying out their respective responsibilities, each party shall respect and abide by the confidentiality policies of the other parties. J. FUNDING OF SERVICES AND OPERATION COST It is expressly understood that this MOU does not constitute a binding financial commitment, but rather an intent to commit specific resources in the future as the parties' allocations and budgets are known and the America's Job Center of California system evolves. For those partners that will require a cost sharing agreement, cost will be based on proportionate use and agreed upon methodology as applicable. This is to be determined during phase II of the MOU which should be completed by December 31, 2017. AJCC partners with shared costs will be reviewed yearly and may be modified as needed by any partner as long as it is identified as a revision, and it is signed and dated by the applicable parties. K. NON - DISCRIMINATION AND EQUAL OPPORTUNITY The AJCC partner shall not unlawfully discriminate, harass or allow harassment against any employee, applicant for employment or AJCC applicant due to gender, race, color, ancestry, religion, national origin, veteran status, physical disability, mental disability, medical condition(s), age, sexual orientation or marital status. The AJCC partner agrees to comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990) and related, applicable regulations. The AJCC partner will assure compliance with the Americans with Disabilities Act of 1990 and its amendments, which prohibits discrimination on the basis of disability, as well as other applicable regulations and guidelines issued pursuant to the Americans with Disabilities Act. L. GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned fi•om the center or involves police authorities. M. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act and its 254 -10 amendments. Additionally, partners agree to fully comply with the provisions of WIOA, Title VII of the civil Rights act of 1964, the Age Decimation Act of 1975, Title LX of the Education Amendments of 1972, 29 CRF Part 37 and all other regulations implementing the aforementioned laws. The WDB and the America's Job Center of California partners will ensure that policies and procedures established by the WDB and the America's Job Center of California partners are in compliance with the Americans with Disabilities Act (ADA). N. DURATION This MOU shall become effective October 4, 2016 and terminate June 30, 2019. The term of this MOU shall be three years. The MOU will be reviewed not less than once every three years to identify any substantial changes that have occurred. This MOU will remain in effect until (i) terminated by the repeal of the Workforce Investment Act or otherwise by action of law, or (ii) with respect to the America's Job Center of California Partner, the date on which such America's Job Center of California partner withdraws from the MOU pursuant to Section 3 (c) hereof. Should any America's Job Center of California Partner withdraw, this MOU shall remain in effect with respect to other remaining America's Job Center of California Partners. This MOU is of no force or effect until signed by authorized representatives of the participating agencies, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least 30 calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the WDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any infornation updates received by the parties pursuant to Section 1. Courtesy notification shall be made to all parties of this MOU in a timely manner. O. MODIFICATIONS AND REVISIONS This MOU constitutes the entire agreement between the parties and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties. Assignment of responsibilities under this MOU by any of the parties shall be effective upon written notice to the WDB. Any assignee shall also commit in writing to the terns of this MOU. P. TERMINATION The parties understand that implementation of the AJCC system is dependent on the good faith effort of every partner to work together to improve services to the community. The parties also agree that this is a project where different ways of working together and providing services are being tried. In the event that it becomes necessary for one or more parties to cease being a part of this this MOU, said entity shall notify the other parties, in writing, 30 days in advance of that intention. Q. ADMINISTRATIVE AND OPERATIONS MANAGEMENT SECTIONS 1. License for Use During the term of this MOU, all partners to this MOU shall have a license to use all of the space of the AJCCs for the sole purpose of conducting acceptable AJCC services as outlined herein. 25A -11 2. Supervision /Day to Day Operations The day -to -day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). The original employer of staff assigned to the AJCCs will continue to set the priorities of its staff. Any change in work assignments or any problems at the worksite will be handled by the site supervisor(s) and the management of the original employer. The office hours for the staff at the AJCCs will be established by the site supervisor(s) and the primary employer. All staff will comply with the holiday schedule of their primary employer and will provide a copy of their holiday schedule to the operator and host agency at the beginning of each fiscal year. Disciplinary actions may result in removal of co- located staff from the AJCCs and each partly will take appropriate action. Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally- required employee benefits. In addition, each party shall be solely responsive and save all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. All partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves local police authorities. 3. Disputes The parties shall first attempt to resolve all disputes informally. Any party may call a meeting of all parties to discuss and resolve disputes. Should infbrmal resolution efforts fail, the dispute shall be referred to the Chair of the WDB, who shall place the - dispute upon the agenda of its next regular or special meeting of the Board's Executive Committee. The Executive Committee shall attempt to mediate and resolve the dispute. Finally, if the Executive Committee's resolution efforts fail, any party may file a grievance in accordance with the State of California's WIOA grievance procedures. The parties agree to be bound by the final determination resulting from that procedure. Each party shall be responsible for its own costs and legal fees associated with any dispute resolution procedure, including but not limited to informal, format, mediation and litigation. 4. Press Releases and Communications All parties shall be included when communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press /media presentations will be determined by each party's public relations policies. Unless otherwise directed by the other parties, in all communications, each party shall make specific reference to all other parties. The parties agree to utilize the AJCC logo developed by the State of California and the Local Board on buildings identified for AJCC usage. This also includes letterhead, envelopes, business cards, any written correspondence and fax transmittals. 25A� 12 The SAWC shall provide wall signage listing the names of current participating partners. Where practical, the Santa Ana WORK Center will list partner agencies on forms and marketing materials distributed to the public. 5. Hold Harmless /Indemnification /Liability In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. R. SEVERABILITY If any part of this MOU is found to be null and void, or is otherwise stricken, the rest of this MOU shall remain in force. S. JURISDICTION: Jurisdiction over any disputes under this MOU shall reside in Orange County, California. T. INSURANCE: The America's Job Center of California Partners agree that their current in force insurance or self - insurance coverage programs shall apply to their operations performed under the Workforce Investment Act and at the WORK Center, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty /crime coverages, The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non- contributory with regard to the City. U. AUTHORITY AND SIGNATURES: The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. 25A -13 THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR TIIE CITY OF SANTA ANA Miguel A. Pulido, Mayor, City of Santa Pura 20 Civic Center Plaza Santa Ana CA 92701 Attest: Maria D. Huizar, Clerk of the Council Recommended For Approval: Robea C. Cortez, Deputy City Manager City Manager's Office Date City Of Santa Ana: David Cavazos, City Manager Approved as to Form: FOR ANTA ANA WORKFORCE DEVELOPMENT BOARD tee McMurtray, Interim Chair FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Cornerstone Solutions, Inc. — Job Corps Services AJCC Partner Ronald E. Jones President and CEO 13200 Crossroads Pkwy, Suite 335 City of Industry, CA 91746 Address Date 12 25A -14 City Attorney City Attorney 2, 's x w X �L id 5m G v L L 41 L- L m CL u V m C a m C m _ a w o � q F W `a 0 a !b W C a E r u q O c .. C d i E 0 z a c v u N N m N H Va C _ v C °c- p w o 0 a 0 0 �i` o+ a a 0 u ° a 0 a Gl a® a G1 w bA a a 0 v - . ': a o 0- u O ° ° v o w m= a w a w v w a w a Z ro ;° '° "° aou C - 4 E E E E E E E E a .'s- a C a v a ro u o o o C o 'C O m vt q q aroi CO ,., .c° u of Q ro g ro a ro o. ro a ro m a o = E m E v E N E v E w• N p @ ,° w w 0 OO -9 O O O u VI 6' u ud M w d w 0 w 0 w Vt N w L]. C o � ° a u c c d E u C c ro Z a° w ° - +a+ E ,+% _ F u O > a e �- V O '++ L- C 3 y°�, h w a o _ v c w a E a m> ° a w q > I- ° v - h u w z H u 2 vat vai 7. L X W H v C 'C R 0. V V Q Q Z Q K Z Q w o ° N >> O cw c0��! ° LCr ro cw 0 rovvi 3 o c o N R, N O r"i, qNq CC p �1 N A O ro N g o �0 U w F O LL N .N. 4N. R? N• C �..`� N O b 0 .0 > N � U� d 4C p U q® N U m .O C y N q A y oo� o�yro� �N� °�'N� a`o mti N C N O N Q N y 'cy N E A « m N N A G p O ® b El 0 to 4 � b N U V N O U N w N o -.m q —O a U ,� Cw� ycSnQ °�M o' awh c O A c0 O V' N tr U '' N v1 U Rt O A O U U tV r� N .o C7 � O 0 ' N � C itl rr A O. N 'roC.l A bo ®.� N '+. C iN.. ro N U S .O fNJ N tir U O td .a > R N 46 A O N U 4+ C N p Ow u, N > t O d ,G o °r o N a .2 Qy* y N N O �� o C � 0 'O N .ro y U '� p1 N A � O U b N N A ti °. O emu�++ R '^ N u W N G ' pNp O ,-N,e a' �.+ :3 M ni U 0 d d O N .� '� oar � chi W o � a to o C4 o' W. w O [ 0 a m dr h w E o .•i ri ri v vi N N U y U N N O 25A -16 O O w C 'O a 0 a "Cl R1 N U LIS °o O a ry y U 8 a e R V d L 7 R M O O p �i b O a .M +`t"+ 0 T N L O r w ro P. e U v N .5n 2I t+ U N QI ro N a.+ U .ro c 0 > C ro .0 d M O � �o d ,o O N >a vU Nv o G N «� O _ O 14-0 M r� w O d O Y a v t-� �a N ro •U �s a O 0 m .O N G o o• Z aL U O TUJ C G C P Rt Q; ti i0 e. LM 6 w� n a o a > a ° b 0— N 7 T O a '3 5 N bN O 0 RS O N : U u q O U W d U > •v � a 3 � � Nt° � td q O O O al oc tl dci CL b s3 0 04 lz -8 �o� 56a N C w ub V 0>, V1 M N b O •� N N `d v. y w O i3, � O q O ro U a s N o v' C 99 O� N ti 25A -17 � ❑q OT U ro rs` �3 N N U q4 G T � A Q' b U U p F4 N � � R > �pj a � c ro � CaC O h,i O � N N b a � O � o N ° � d � � G 0 F � bq 6ai N b A •ra w U N ti a N G o o• Z aL U O TUJ C G C P Rt Q; ti i0 e. LM 6 w� n a o a > a ° b 0— N 7 T O a '3 5 N bN O 0 RS O N : U u q O U W d U > •v � a 3 � � Nt° � td q O O O al oc tl dci CL b s3 0 04 lz -8 �o� 56a N C w ub V 0>, V1 M N b O •� N N `d v. y w O i3, � O q O ro U a s N o v' C 99 O� N ti 25A -17 � ❑q OT U ro rs` �3 N N U q4 G T � A Q' b U U p F4 N � � R > �pj a � c ro � CaC O h,i O � N N b a � O � o N ° � d � � G 0 F � bq 6ai N b A •ra w U N ti v N � C VQb p H _W m ti 04 O 3 � C •-' � O bid O � ' � � C C °«C. .0 O N rLOi' l.�Fip� � Nb OJ 0 a U f°" N C ti Y °� 04 of N O b 0 ° o > 0 a a d c ti U ti bA -- .3 a cA ° '� �yy °o w .n .� 3 •o o a � a bA p, m r+ bA O ao as cCa �.5 a es 'ai U N o, ..d c „ L 0 0 a 0 .o .� C G, � 3 C a C Oy4 W � •�y � O G O '� G .� w w c E 4 a v 5 3 '� pro. o. 2a � '� OW � rn bA O +'9 � bA � P. ■' � � ym4y �j � F1. CL L" `� N � C�3 W � o U `° � U aCi ro a o bA '�_ o a�i `� aai u � a � •n o " M C In �D t`h'j O ti ti H ti n H N V b0 b L F 25A -18 G 0 0 G U q 'W G d d O. L 4 W e G C n y O 0 N ? N C T •y ..O .zy O O .� 0 ii a � � � � C .b 'y O.0 O U C N q N y N y CO O o b � eO. }�y,i U �J P.,� Cj O '�' � ,..3• Q sN. N O U >' O ro U D. in CL N. -O R C . u o a a o« N u N 0 0 0 �N o o c wwwg Oa: o 4 o o o a o a N y o o v aryq' .� U 0. N NN aJ 4. N yt❑� Y. G� 5 O O O R7 °C7 y U '^ '� 80 c"Ov Ej 21 nfl a�oy a o N nn W nn °m ® tau° d d w ro o _°? W N V 8 nn R to y 5 6'd vi y •s C .O u bn 'p O 7 Or O C n G q �t 8 U N 00 w U "U❑ A o •n N t 400- « nD .� .� ^7ao >, D A nn a vp .a b" ro ?, ayi •y y is ^. ro n. 0 ro 00 � u7 ,.i eV Ni 7 N a u a rA w a 0 0 a S W 25A -19 \ \�)CID \ \\ } \) f }\ \ \\ \/\ \\{ )j\ O'n ±)({ e *B= %)]§ 4 \2/ \[�k 2! §( C2 0 !\� a 2 \v° /a \) } ( \ } 25A-20 / � { « \ \))5a Z &gcn _ ) {))+_�® /±22 /j // 25A-20 SANTA ANA WORK CENTER AMERICA'S JOB CENTER OF CALIFORNIA AND ITS PARTNERS 17TH ST. r 3 °s �� WASHINGTON AU. r m C ¢ CIVIC CENTER DR. 2 5TH ST. i SANTA ANA BL 4TH 1ST ST. H H H I N MCFADDEN AV. EDINGER AV. Q o G z y / Z 3 3 Ir: %'{{ ST. ANDREW PL. z LL WARNER AV. SS SEGERSTROM JDYERRO, ALTON AV. w �— n.Tnm mr NO ,..i. - Santa Ana WORK Center �f Centennial Adult Education America's lob Center of California F;._2 2900 W. Edinger Ave. 1000 E. Santa Ana Blvd., #200 Santa Ana, CA 92704 Santa Ana, CA 92701 Santa Ana College Partners: 3 1530W, 17th 5t. Employment Development Department Santa Ana, CA 92706 State Department of Rehabilitation O.C. Social Services Agency College & Workforce Goodwill Industries ,`4 °, Preperation Center SER /Senior Aid Program ' 1572 N. Main St. Orange, CA 92867 State Department of Rehabilitation 709 The City Drive, Suite 110 Orange, CA 92868 Social Services Agency 6 1928 S. Grand Ave. Santa Ana, CA 92706 CTE /ROP Valley High School 7 1801 S. Greenville Santa Ana, CA 92704 N Lang Beach lob Corps }!$ 1903 Santa Fe Ave. Long Beach, CA 90810 Southern California 0 Indian Center 10175 Slater Ave.,# 150 Fountain Valley, CA 92708 Community Action Partnership of O.C. 11870 Monarch St. Garden Grove, CA 92841 LAVETA AV. b r GARDEN GflOVE B BL. � Lr � rFA TRASK AV. S SANTA CLARA A NO ,..i. - Santa Ana WORK Center �f Centennial Adult Education America's lob Center of California F;._2 2900 W. Edinger Ave. 1000 E. Santa Ana Blvd., #200 Santa Ana, CA 92704 Santa Ana, CA 92701 Santa Ana College Partners: 3 1530W, 17th 5t. Employment Development Department Santa Ana, CA 92706 State Department of Rehabilitation O.C. Social Services Agency College & Workforce Goodwill Industries ,`4 °, Preperation Center SER /Senior Aid Program ' 1572 N. Main St. Orange, CA 92867 State Department of Rehabilitation 709 The City Drive, Suite 110 Orange, CA 92868 Social Services Agency 6 1928 S. Grand Ave. Santa Ana, CA 92706 CTE /ROP Valley High School 7 1801 S. Greenville Santa Ana, CA 92704 N Lang Beach lob Corps }!$ 1903 Santa Fe Ave. Long Beach, CA 90810 Southern California 0 Indian Center 10175 Slater Ave.,# 150 Fountain Valley, CA 92708 Community Action Partnership of O.C. 11870 Monarch St. Garden Grove, CA 92841 State Department of Rehabilitation 709 The City Drive, Suite 110 Orange, CA 92868 Social Services Agency 6 1928 S. Grand Ave. Santa Ana, CA 92706 CTE /ROP Valley High School 7 1801 S. Greenville Santa Ana, CA 92704 N Lang Beach lob Corps }!$ 1903 Santa Fe Ave. Long Beach, CA 90810 Southern California 0 Indian Center 10175 Slater Ave.,# 150 Fountain Valley, CA 92708 Community Action Partnership of O.C. 11870 Monarch St. Garden Grove, CA 92841 N Lang Beach lob Corps }!$ 1903 Santa Fe Ave. Long Beach, CA 90810 Southern California 0 Indian Center 10175 Slater Ave.,# 150 Fountain Valley, CA 92708 Community Action Partnership of O.C. 11870 Monarch St. Garden Grove, CA 92841 25A -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: AGREEMENT FOR 457 DEFERRED COMPENSATION SERVICES AND AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSAL (STRATEGIC PLAN NO. 7,4) CITY MANAGE t RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 0=160210, ❑ As Recommended ❑ As Amended ❑ Ordinance onIs`Reading ❑ Ordinance on 2n'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 Empower, formerly known as Great -West Financial, for deferred compensation services for an initial 10 -month period expiring July 31, 2017, with a provision for a two -month extension expiring September 30, 2017, exercisable by the City Manager and the City Attorney, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize staff to issue a Request for Proposal for Deferred Compensation Services. DISCUSSION The City of Santa Ana's full -time employee 457 Deferred Compensation Plan (Plan) was established in 1973, with the adoption of City Resolution 7 -21, along with a corresponding US Internal Revenue Service approval. The Plan is a voluntary deferral program that is separate and distinct from the CalPERS pension system. Specifically, the establishment of this Plan, pursuant to regulations in §457 of the Internal Revenue Code, provides participants an opportunity to supplement their CalPERS retirement by allowing them to defer a portion of their current earnings and associated taxes until retirement or separation. The Plan currently is administered through the Finance & Management Services Agency and maintains plan assets approximating $100.3 million with 1,176 participants. Empower, the Plan Sponsor, has been engaged to provide administrative, recordkeeping and communication services for the Plan. The Plan offers employees 36 highly diversified investment options including, but not limited to: mutual funds, bond funds and fixed asset funds. During 2014, the City, in order to enhance employees' investment experience and in conjunction with its deferred compensation consultant Benefit Financial Services Group, LLC [BFSG], negotiated with Empower to change the plan structure which enabled participants greater fund transparency, better access, and varied investment options. The negotiated agreement allowed for greater expansion of fund selection and flexibility than provided under the former annuity - 2513-1 Agreement with Empower for 457 Deferred Compensation and Authorization to Issue Request For Proposal October 4, 2016 Page 2 based contract. As a result of these efforts, employees participating in the Plan experienced significantly reduced management, fund and participant fees. Below are some of the key Plan and employee benefits: Plan Item ... Past ....... Updated ...... Significance ...... ...... Reduction in Plan 35 Basis Points 10 Basis Points Significantly lower service fees Provider Fees to employees .... Allows Plan to provide greater j Portfolio Structure Annuity - Based ': Open Architecture diversification of investment options Index, No -Load Not Contractually Provides greater participant and Target Funds Available Available j choices, reduced fees, and Plan portfolio flexibility ......... ............... ........ .......... "City of Santa Ana ....... ............ Website design and Website Generic Branded Portal communications under the purview of the City...... Beneficiary Paper Driven Digital Process via 1 Participant can directly enroll Designation, and Processing eb Access and update changes via Enrollment I.......... branded portal Website 24/7 The terms, conditions and services that were negotiated by the City in 2014 will remain in full effect and the current plan and fee structure will remain unchanged within the new agreement. During the term of this agreement and in compliance with a core fiduciary best practice (issuance of a Request for Proposal (RFP) every five to seven years), staff is recommending the issuance RFP in order to gauge what the 457 plan provider market can offer to employees in additional Plan benefits and quality of services. The 457 plan provider is a dynamic marketplace and is constantly changing as new plan providers enter the market, which may result in employees obtaining an even more cost - effective Plan. As such, BFSG will evaluate the market and assist staff in the development of the RFP and subsequent selection process. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 - Team Santa Ana, Objective #4 (Establish employee compensation that attracts and retains a highly qualified workforce). 25B -2 Agreement with Empower for 457 Deferred Compensation and Authorization to Issue Request For Proposal October 4, 2016 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. All administrative fees pertaining to the services will be borne by the Plan participants. Internal Revenue Code permits administrative reimbursement from plan assets, which will be utilized to offset fiduciary advisory, participant education and staffing costs related to the management of the 457 Plan. Francisco Gutierrez Executive Director Finance and Management Services Agency AC EXHIBIT: 1. Agreement with Empower 25B -3 25B -4 Important Note: Service Agreement Amendments, Pricing Change Agreements, and other contractual documents must be duly executed by both parties prior to the effective date of the changes. Backdating contracts or funding agreements is in violation of our corporate governance and regulatory requirements. Changes cannot be implemented prior to the date all documents are fully executed, even if that requires the effective date to be postponed. There are no exceptions to the rule that the effective date must follow the date all documents are executed. EXHIBIT 1 25B -5 Amendment No. 2 Attached to and Forming part of AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES §457 Deferred Compensation Plan GROUP #98280 -01 THIS AMENDMENT NO. 2 is entered into by and between Great -West Life & Annuity Insurance Company ( "Great- West "), and/or any successor, assign or affiliate, and the City of Santa Ana ( "Plan Sponsor ") with respect to the services to be provided by Great -West to the City of Santa Ana 457 Deferred Compensation Plan ( the "Plan "). RECITALS Effective September 3, 2014, Great -West and the Plan Sponsor entered into the Agreement for Recordkeeping and Communication Services ( "Agreement "), under which Great -West provides certain recordkeeping and communication services for the Plan Sponsor with respect to the Plan; and The Agreement was for a term of one year with an option for one additional year. Following the expiration of the original term, Great -West, with the Plan Sponsor's consent, continued to provide services under the Agreement to the Plan Sponsor; and For administrative efficiencies, Great -West and the Plan Sponsor agreed that it would be mutually beneficial to amend the Agreement for the purpose of exercising the above option and continuing the Agreement through September 30, 2016. For this purpose, the parties executed Amendment No. 1, # A- 2014 - 208 -01, dated December S, 2015; and The parties now wish to again extend the term of the Agreement by mutual agreement as provided below, NOW THEREFORE, in consideration of the covenants and conditions herein contained, and other good and valuable consideration as herein provided, the parties agree to amend the Agreement as follows: Section IX Agreement Term and Termination is amended to extend the term of the Agreement up to and including July 31, 2017, with an option exercisable by Plan Sponsor to further extend the Agreement up to and including September 30, 2017. 2. Except as modified by this Amendment No. 2, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. 3. This Amendment No. 2 will take effect upon the date executed by both the Plan Sponsor and Great -West. City of Santa Ana 9 -19.16 25B -6 IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the Agreement to be executed, in duplicate, by their respective officers and agents thereunto duly authorized. For The City of Santa Ana Signature: Name: David Cavazos Title: City Manager For Great -West Life & Annuity Insurance Company Signature: Name: Title: Attest Signature: Name: Maria D. Huizar Title: Clerk of Council Approved as to Form Signature: Name: John M. Funk Title: Assistant City Attorney Date City of Santa Ana 9 -19 -16 2 25B -7 r -oo REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: AGREEMENT WITH ROSE EQUIPMENT REPAIR FOR INSTALLATION AND MAINTENANCE OF CORPORATE YARD WATER WISE VEHICLE WASHING FACILITY AND AS NEEDED MAINTENANCE & SUPPLIES {STRATEGIC PLAN NO. 6,2) {SURPLUS ALLOCATION FUNDING) CITY MANAGER IaFLO% IT, IIn14L,I7�7_[$�L�7<1 CLERK OF COUNCIL USE ONLY: FTUO • -• r ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' 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 a three -year agreement from October 4, 2016 through November 1, 2019 with Rose Equipment Repair for the purchase, installation and maintenance of the water -wise vehicle washing facility at the Corporate Yard, along with the annual purchase of routine supplies and maintenance of pressure washers, steam cleaners and pumps as needed in a total amount not to exceed $185,000, subject to non - substantive changes approved by the City Manager and City Attorney. Project in accordance with the Council approved Surplus Allocation Plan as of October 20, 2015. Department: Project: Category I Total Funding: Finance City Water -wise Facility Vehicles Facilities /Assets $125,000 Surplus DISCUSSION The existing vehicle washing facility at the City's Corporate Yard has been in operation for twenty -one years. The facility is utilized by all City departments who operate City vehicles including Police, Public Works, Planning & Building, Parks & Recreation, and Finance. Due to its age and extended use, the facility does not operate properly and is routinely shut down for repairs and experiences a substantial amount of water runoff resulting in high water loss and costs. As a result, there is limited use of the existing facility. The replacement and upgrade of this facility was included in the Surplus Allocation Plan approved by City Council in October, 20, 2015. During May and June 2016, staff prepared and 25C -1 Agreement with Rose Equipment Repair for Water Wise Vehicle Washing Facility October 4, 2016 Page 2 distributed Requests for Proposal (RFP) to install a new water efficient washing system that incorporates a high level of recycled water within the existing building structure. During both instances, staff contacted numerous vendors, in which three participated in the formal job walk. However, no formal proposals were submitted and upon further review, staff determined that the construction requirements and scope exceed the capacity of some vendors. Subsequent research determined that Rose Equipment Repair could meet the requirement and scope that meets our high water savings specifications (Exhibit 1). The proposed purchase of this facility will allow the City to continue meeting its water conservation efforts and provide a cost - effective alternative in maintaining City vehicles. This will reduce the need to use private washing facilities that are more expensive and reduce employee efficiency by long wait times. The vehicle washing system identified recycles approximately 79% of the water used to wash each vehicle, compared to the estimated 5% of recycled water the existing system uses. This results in an anticipated water savings of approximately 20 gallons per wash cycle. The installed equipment comes with a three -year limited warranty with all preventive maintenance costs covered for the first year. In addition, staff is incorporating a $25,000 component to the first year of this agreement to cover as- needed operational supplies for the facility and routine maintenance costs for pressure washer, steam cleaner, and pump repair services that are needed throughout the Corporate Yard and have been provided by Rose Equipment Repair over the past several years. According to Municipal Code Section 2- 807(c) Non -bid purchases, a contract may be exempted from competitive bidding through an open market purchase if no bids were received during a formal bid process. STRATEGIC PLAN ALIGNMENT Approval of this item supports City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds for this agreement are budgeted and available in FY 2016 -17 as follows: Council Special Projects — Corporate Yard Improvements account (05010023- 66200) - $125,000 Stores & Property Control Improvements account (07610102 66200) - $35,000 Corporation Yard Operations maintenance account (08510138 62320) - $17,000 Corporation Yard Operations supplies account (08510138 63001) - $8,000 25C -2 Agreement with Rose Equipment Repair for Water Wise Vehicle Washing Facility October 4, 2016 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: ,1-&.�A'- Francisco Gutierrez 00 Executive Director Finance and Management Services Agency EXHIBIT: 1. Agreement 25C -3 25C -4 EXHIBIT 1 • THIS AGREEMENT is made and entered into this 41h day of October 2016 by and between Rose Equipment Repair, an S 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 car wash equipment removal, installation and maintenance. 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 contracting company in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1, SCOPE OF SERVICES Contractor shall perform those services as set forth in the proposal submitted by Contractor dated August 23, 2016, attached hereto and incorporated herein as Exhibit A to this Agreement. Such services shall include removal of existing car wash equipment at the City Corporate Yard, installation of new car wash equipment with a very high water recycling percentage (Water Wise), including electrical, plumbing and set -up to existing facilities, as well as three (3) years of maintenance and servicing. Contractor shall also provide as- needed operational supplies for the facility and routine maintenance for pressure washer, steam cleaner and pump repair services that are needed throughout the Corporate Yard as set forth in Exhibit B. 2. COMPENSATION City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit 25C -5 A. The total sum to be expended pursuant to this Agreement shall not exceed $185,000.00 during the term of this Agreement, with $160,000.00 for the new car wash equipment and maintenance /servicing, and $25,000.00 allocated for the operational supplies and routine maintenance at the Corporate Yard referenced in Exhibit B. City shall pay Contractor in installments as set forth in Exhibit A: 50% down payment upon order placement; 25% progress payment upon completion and permit sign -off by City; and, 25% retention to be held by City for two (2) months, payable to Contractor after verification by City that the Water Wise equipment meets the expectations of City. 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. 8. TERM This Agreement shall commence on the date first written above and terminate three (3) years after installation of the new car wash equipment on November 1, 2019, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 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. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or 25C -6 caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. 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: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. 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. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, 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. 25C -7 If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 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 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. 7. 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 death, 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 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 25C -8 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. Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. 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 25C -9 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. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: Executive Director — Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -5414 25C -10 W To Contractor: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Sox 1988 Santa Ana, California 92702 Fax 71 4- 647 -6515 Rose Equipment Repair 8218 Sorensen Ave. Santa Fe Springs, CA 90670 (562) 789- 9906 / (562) 803 -0817 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed asset forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and 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 may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. 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 25C -11 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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, This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for 25C -12 the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. 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. (Signatures on Following Page) 25C -13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency 10 25C -14 CITY OF SANTA ANA DAVID CAVAZOS City Manager CONTRACTOR John Rose President Tax ID# August 23, 2016 New Car Wash Equipment Proposal *Revised* Automate Model AMDT -100 (DT) Drive -Thru Car Wash Equipment Package Car Wash Equipment Package Includes: Model AMDT -100 (DT) Automate Custom Hybrid Vehicle Wash with 3600 Wrap- Around Side Brushes, Full Carousel Bearing -Free Mitter and Hybrid Pad Design, 4" x 4" Aluminum Construction, 7.5 HP Hydraulic Power Pack, 96" or more Vehicle Height Clearance #ARA -UNI On -board Presoak Arch, All Aluminum Construction, includes 15 Spray Nozzles with Check Valves, Stainless Steel Water Valves and 96" or more Vehicle Height Clearance #DTGR -30 Drive Thru Guide Rails (Stainless Steel) #FR -UNI On -board Final Rinse Arch, All Aluminum Construction, includesl5 Spray Nozzles with Check Valves, Stainless Steel Water Valves, and 96" or more Vehicle Height Clearance #PM -45 Premier Triple Head 45 HP Blower, 3 15 HP Enclosed Fans with elephant truck attachments that generate winds in excess of 190 MPH, All Aluminum Construction, 100% Welded Housings and Welded Steel Fans, 90" or more Vehicle Height Clearance #B -MS Blower - Triple Motor Starter with Controller Model PW100 -5MAS PurWater 30 GPM Water Revocery System with 3 HP Pump, 5 micron quality water, PLC controls, HMI Interface, and continuous sparging recirculation Car Wash Banner Display to promote Water -Wise Car Wash System Additional Optional Equipment: 9225 -VAC Commercial Vacuum, 2 Motors, Push Button Start and Timer, Small Stainless Steel Dome, 1 ' /z° x 25 FT Suction Hose, Removable Dust Bin , "1110 J Annual PM Service — 36 Month Contract ($1,800/ year) $5,400.00/ 3 years PM Service Contract Includes: A single monthly inspection visit for proper equipment functions and a second monthly visit for PM Service. PM Service Contract will include the following discounts: Months 1 -12 Fully covered parts and labor Months 13 -24 Fully covered parts, Labor is billable Months 25 -36 35% parts discount, Labor is billable Removal of Existing Equipment: All existing equipment will be removed by Rose Equipment Repair. City of Santa Ana will be responsible for the disposal of this equipment. New Equipment installation: New Car Wash Equipment Package will be completely installed including electrical, plumbing, and set -up to existing services. Equipment Cost Breakdown: Car Wash Equipment Package $ 130,000.00 36 -Month Maintenance Contract $ 5,400.00 Removal and Installation $ 10,000.00 Shipping and Handling $ 3,250.00 Sales Tax (8.0 %) $ 10,543.92 Commercial Vacuum *Optional* CompensationTerms: Payment schedule for equipment and services as follows: Total $ 159,193.92 $ 1,799.00 Total with Vacuum Option $ 160,992.92 50% down payment upon order placement $79,596.96 25% payment during progress of project $39,798.48 25% payment (balance) within 60 days of completion of services $39,798.48 This payment schedule shall be effective upon acceptance of this proposal. (Dollar amounts shown reflect Total without optional vacuum.) 25C -16 oil Additional Information: DIR Registration # 1000041649 Rose Equipment Repair, Inc. is fully compliant with the State of California's prevailing wage requirements. Rose Equipment Repair, Inc. provides the following services for the City of Santa Ana on an as needed basis: 1. Pressure Washer Maintenance and Repairs 2. Steam Cleaner Maintenance and Repairs 1 Wash Rack Sump Maintenance and Repairs 4. Graco /Aro Diaphragm Pumps Maintenance and Repairs 5. Car Wash Detergents and Wax 6. Fleet Wash Detergents 7, Industrial Degreaser and Floor Cleaning Solutions Price levels for services provided as follows: 1. Labor for Maintenance and Repairs *Parts used during Maintenance or Repair Services are not included and are added to invoice as a separate charge. 2. Maxi Suds Car Wash Soap 4. Car Wash Wax 5. Fleet Brite 6. Degreaser 7. Floor Kleen $. Trip Charge $90.00 per hour $220.00 each 55 Gal Drum $250.00 each 55 Gal Drum $231.00 each 55 Gal Drum $247.50 each 55 Gal Drum $247.50 each 55 Gal Drum $20.00 r NO EXHIBIT C 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 92702; its officers, employees, agents and volunteers 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 canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to Named Insured Date: Countersigned by this endorsement form as a part of Authorized Representative of Insurer Or Insurance Agent 25C -19 25C -20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING, DATE: OCTOBER 4, 2016 TITLE: AGREEMENTS FOR ON -CALL RIGHT - OF -WAY COORDINATOR AND PROPERTY APPRAISAL SERVICES (NON- GENERAL FUND) (STRATEGIC PLAN NO. 6, 1G) kv iTen-IMIN 10 =10101 r IJ44il U7:411_Tw ilCC'1 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended C].l As Amended 0 Ordinance on 1 " Reading 0 ordinance on 2nd Reading C] Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute four on -call right -of -way specialty service agreements with the firms listed below to perform the activities listed for three -year terms expiring October 5, 2019, with provisions for one, two -year renewal option exercisable by the City Manager and City Attorney, for a total not -to- exceed amount listed for each firm over the entire life of the agreement, including any renewal period, subject to nonsubstantive changes approved by the City Manager and City Attorney: Service / Firm Total Contract Amount Real Property Coordinator 1. Civil Source, Inc. $300,000 Right -of -Way Property Appraiser 1. Lidgard and Associates $200,000 2. Kiley Company $200,000 3. Bender Rosenthal, Inc. $200,000 DISCUSSION Approval of the recommended action will provide for on -call right -of -way coordinator and property appraisal services as needed to complete Public Works projects. These services will be utilized for the current Capital Improvement Program, including Bristol Improvement Phases 3A, 3B and 4 and the Warner Avenue Improvements project. In addition, these on -call services will support City staff in the day -to -day oversight of right -of -way tasks, such as deed research and cost estimates for all Public Works projects; reviewing existing leases, licenses, franchises, easements, permits and other agreements; and providing property appraisal services for property acquisitions. 25D -1 Agreements for Right -of -Way Coordinator and Property Appraiser October 4, 2016 Page 2 On August 3, 2016, the Public Works Agency released a Request for Proposals (RFP) to qualified consulting firms to provide on -call right -of -way services. The RFPs were also posted on the City website. Two proposals were received for Right -of -Way Coordinator and four proposals were received for Property Appraisal Services, and all six were deemed responsive. These proposals were evaluated by personnel from the Public Works Agency and the City Attorney's Office. Each firm was rated according to its qualifications, experience, capacity to perform the required work, and proposed cost and pricing data. Following is the list of the firms and their respective scores: Right- of -Wav Coordinator 1. Civil Source, Inc. 91.6 2. CPSI 77.6 Real Prooertv Aooraisal Services 1. Lid and & Associates 87.8 2. Kiley Company 84.6 3. Bender Rosenthal, Inc. 84.2 4. Overland, Pacific, and Cutler, Inc. 78.9 Based on the ratings, staff recommends that the top firm for the Right -of -Way Coordinator and the top three firms for Property Appraisal Services be retained for the respective on -call services as indicated in the Recommended Action. Most of these firms have assisted the City with right - of -way and property management services in the past, and they have demonstrated good track records. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT On -call agreements are utilized based on the City's approved Capital Improvement Program budgets. Funding will be verified by Finance & Management Services for each task order for this work during Fiscal Years 2016 -17, 2017 -18, 2018 -19, and 2019 -20, as needed, prior to issuance of notice to proceed. 25D -2 Agreements for Right -of -Way Coordinator and Property Appraiser October 4, 2016 Page 3 C j /)- - Fre M usavipour Executive Director Public Works Agency FM /EWG /JG /ML Exhibits: Agreements: APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 1. Real Property Appraisal Services — Lidgard & Associates 2. Real Property Appraisal Services — Kiley Company 3. Real Property Appraisal Services — Bender Rosenthal, Inc. 4. Right -of -way Program Management— CivilSource Inc. 25D -3 25D -4 AGREEMENT TO PROVIDE RIGHT -OF -WAY PROPERTY APPRAISAL SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 4th day of October, 2016 by and between Lidgard and Associates, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On August 3, 2016, the City issued Request for Proposal No. 16 -091, by which it sought consultants to furnish right -of -way property appraisal services on an on -call basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 16 -091 and attached herein as Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Consultant shall furnish the services that are described in Exhibit A to this Agreement. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City neither warrants nor guarantees any minirnum or maximum compensation to Consultant tinder this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total stun to be expended Corder this Agreement, including any extension period, shall not exceed $200,000. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payrment need not be made for work that 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 stated above and continue through October 3, 2019, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single (2) two -year period upon a writing executed by the City Manager and the City Attorney. EXHIBIT 1 25D -5 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 mariner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5, OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Da.ta. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain aid maintain insurance as described below: a. Commercial General Liability hnsurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom aid 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 lirnit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Business automobile liability insurance, or equivalent form, with a connbined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired aid non -owned automobiles. 25b -6 C. Workers' Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for workers' compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e, The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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 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. INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injuny, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered,, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant farther 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 25D -7 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, Consultant's indemnification obligations in this section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Consultant under this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other docuuments created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such infonnation except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the perforrmance of services specified under this Agreement. P 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 4988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Lidgard and Associates, Inc. 2592 North Santiago Boulevard Orange, California 92867 -1862 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subj act matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not 'bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25D -9 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) 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, City 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 256610 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said 'usability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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. /'vi Y' _ Jobn Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour, Executive Public Works Agency CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: Name: Title: 25D -11 r r 25D -12 CITY OF SANTA ANA RFP NO.: 16 -091 ON -CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES SCOPE OF WORK Introduction and Background: The City of Santa Ana, is issuing this Request for Proposals (RFP) to qualified Right of Way Property Appraisal firms to,provide property appraisal services for the City of Santa Ana Public Works Agency on an as- needed basis. From the proposals received, it is the City's goal to select up to two firms, The City will enter into separate agreement with each firm for a not to exceed amount of $200,000. Work will be assigned by Contract Task Orders (CTO). As tasks are identified, they will be distributed among the firms based upon their ability to perform the required work within the prof cot schedule and budget constraints. Minimum Qualifications: Consultant qualifications must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: http: /hvww. dot.ca.gov/liq /row /rownran/tnanual /index.htnL Description of Work: Consultants under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as- needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and Federally funded projects, All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instnictions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be, reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be. responsible for coordination and supervision of all work performed by its sub- consultants. The Consultant shall review all work performed by its sub- consultwts and the responsibility for accuracy and comploteness of work performed remains solely that of Consultant. 25D -13 CITY OF SANTA ANA RFP NO., 16 -091 ON-CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES The Consultant shall have a Quality Assurance /Quality Control (QAlQQ plan in effect during the entire time work is performed under the Agreement. The QA /QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other docutents submitted Linder assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be, subject to inspection and audit by City, County, State and Federal representatives. • Prgject files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated monthly. The schedule and/or status report may require updating more frequently. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement sb,all become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. Scope of Work. Consultant shall prepare appraisal services that include full and partial acquisition for residential property; commercial property; industrial property; easements; special use or zoned property; and review appraisals. Appraisal Services shall be in accordance with federal, state, and local regulations, policies, procedures and standards. Consultmt must make every effort to meet with the property owner prior to preparation of the report. Appraiser shall perform the following tasks: • Prepare appraisal report in accordance with the State of California Laws and the Uniform Standards of Professional Appraisal Practice (USPAP) • Research records, inspect the site and communicate with the property owner in preparation of the appraisal report, This might require multiple attempts for site visit and inspection. • Prepare Real Estate Appraisal reports for full and partial acquisition • Prepare Appraisal Summ,aty Statements to accompany City's Offer Package • Prepare Valuation of City's Landscape Setback Basement requirements • Prepare detailed appraisal report necessary for condemnation • Coordinate with Fixtures and Equipment Appraisers • Coordinate with Business Goodwill Appraisers • Communicate with property owners in writing and as required to obtain adequate information to prepare the report • Prepare all necessary correspondence, letters and reports • Provide effective communication with engineers, planners, attorneys, and City staff • Comply with federal, state and Local regulations 25D -14 CITY OF SANTA ANA RFP NO.: 16 -091 ON -CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES • Create files and maintain all records 0 Provide condemnation consultations as necessary d Attend rnoatings /public hearings and conduct presentations a Provide expert witness testimony as required for condemnation proceeclings • Coordinate and review of Phase I and Phase II Environmental Studies 0 Review appraisal reports prepared by other consultants as required by the City and prepare review summary • Prepare Review Appraisal Reports (Required For Federally Funded Projects) 9 Coordinate, direct and obtain Review Appraisals in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (Uniform Act) and Caltrans guidelines Examine all appraisals and corresponding reports a Seek any corrections or revisions deemed, appropriate • Prepare Dual Appraisal Report as required for federally funded projects under Caltrans Guidelines • Real estate appraisers must be certified and a Member of the Appraisal Institnte. Consultant Responsibilities: Consultant Audit and Review Process: Prior to awarding the contract, the selected Consultant shall be subject to an audit or review by Caltrars' Audits and Investigations (A &I), other state audit organizations, or the federal govonnment. The selected Consultant shall complete Exhibit 10 -TC — Consultant Certification Contract Costs and Financial, in the Appendix of this UP as Attaclunent 4, City Responsibilities: The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance aril documentation specifically referred to herein. Special Reauirenients (Attachment 4): Compliance with Requirements of Funding Agency: o Consultant Audit and Review Process ( Caltrans funded contract) o This project is funded through Federal and Measure M2 and shall comply with all requirements of Caltrans and OCTA The attached forms must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10 -H : Fee Proposal • LAPM Exhibit 10 -T : Notice to Proposors, DBE Information • LAPM Exhibit 10 -K: Consultant Certification of Contract Costs and Financial management System • LAPM Exhibit 10 -01: Consultant Proposal DBE Commitment o This project will be financed by federal Rinds. Consultant shalt meet all required federal requirements included in this request for proposal. Consultants are advised that, as required by federal law, the City of Santa Ana is i.re lementing the new Race Conscious Disadvantaged Business Enterprise (DBE) Program. The DBE goal for this contract is 4.0 %. 25D -15 17 25D -16 .FEE PRQPOSAL The formats of 'the sample cost proposals identified as Exhibit 10 -H in the RFP are not adaptable to the scope of real estate services proposed herein. The following fee schedule includes all expenses incurred in connection with the real estate appraisal service and will remain firm for the three -year contract period. In the event Lidgard and Associates, Inc. is authorized to engage appraisal services for specialized equipment items or business valuations, it is assumed that the fees for said services will be reimbursed. Further, the fee schedule is intended to cover all relevant items set forth in Exhibit 10 -H. The consultant's billable rates will not include mark -ups for overhead and profit. It is understood that no additional payment will be made for those items. Additionally, the City does not reimburse for travel, mileage, nor the use of computer equipment. Single Parcel Multiple Parcel Property Type - Assianments Assianments Partlal Take Aoquisltlons. Vacant land: $3,000- $3,500 $2,200 - $2,700 Noncomplex residential takes: $2,500 - $3,000 $2,200 - $2,700 Complex residential takes: $3,000 - $4,000 $2,500 - $3,500 Noncomplex commercial takes: $4,300-$5,000 $3,300-$4,000 Complex commercial takes: $5,000 - $6,000 $4,000 - $5,000 Noncomplex industrial takes: Complex industrial takes: Full Take Acquisitions: Vacant land: Single family residential: Multiple family residential: 2 -10 dwelling units: 11 -20 dwelling units: 30+ dwelling units: Commercial properties: Single tenant buildings: Multiple tenant buildings: $4,300 - $5,000 $3,300 - $4,000 $5,000 - $6,000 $4,000 - $5,000 $2,800 - $3,400 $2,750 - $3,100 $2,650 - $3,500 $3,500 - $4,500 $5,000+ $3,500 - $4,500 $4,000 - $5,000 $2,500 - $3,000 $2,600 - $2,850 $2,400 - $3,000 $3,000 - $4,000 $5,500+ $3,000 - $4,000 $3,500 - $4,500 The schedule for professional acquisition appraisal services will be based on the fee structure set forth below. In general, the hourly rate of the principal appraiser is $335. Market research associates and office staff are billed at LIDGARD AND ASSOCIATES APPRA[SRRS- CONSULTANTS 25D -17 FEE PROPOSA (Continued) hourly rates of $195 and $135, respectively. Said rates are fully burdened, i.e. inclusive of overhead costs, general, administrative, and profit. As stated, Lidgard and Associates, Inc. is a fully staffed appraisal firm, and does not engage in the subcontracting of outside appraisal companies. The foregoing summary represents a general illustration of typical appraisal fees based on the various categories of properties and scope of services. The appraisal fee for a specific appraisal assignment will be negotiated prior to commencement thereof. Court appearance fees and /or deposition appearance fees will be based Upon an additional $375 per hour with a $1,500 per half day minimum in the forenoon or afternoon. Pretrial and pre deposition conferences, if any, will be based upon an additional $375 per hour. The hourly rate will be applied for file review, travel time, and additional investigation deemed necessary by legal counsel as part of litigation. LIDGARD AND ASSOCIATES APPRAISERS- CONSULTANTS 25D -18 AGREEMENT TO PROVIDE RIGHT -OF -WAY PROPERTY APPRAISAL SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 4th day of October, 2016 by and between Kiley Company ( "Consultant "), and the City of Santa Ana, a charter city and rmmicipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On August 3, 2016, the City issued Request for Proposal No. 16 -091, by which it sought consultants to furnish right -of -way property appraisal services on an on -call basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 16 -091 and attached herein as ExhibitA. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Consultant shall furnish the services that are described in Exhibit A to this Agreement, Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant tinder this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total surn to be expended under this Agreement, including any extension period, shall not exceed $200,000. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that 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 stated above and continue through October 3, 2019, unless terminated earlier in accordance with Section 16, below. The tern of this Agreement may be extended for a single (2) two -year period upon a writing executed by the City Manager and the City Attorney, EXHIBIT 2 250 -19 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. S. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant .shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard, separation of insureds provisions. 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. 25D?20 C. Workers' Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for workers' compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and ornissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in Rill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fiirnish 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 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 inderrinify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant farther 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 25[5 -21 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. Consultant's indemnification obligations in this section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out o£, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in, the work product or documents provided or used by Consultant under this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 25 D- 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) -- P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Kiley Company 2151 Michelson Drive, Suite 205 Irvine, CA 92612 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, 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 airy purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 250 -23 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest' herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, City 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 wort that fails to rneet the standard of performance specified in the Recitals of this Agreement. 17. NONDISCRIMINATION 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 recruitrment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affinns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 25D6 24 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents mid warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Irk John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour, Executive Director Public Works Agency CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: Name: Title: 2503 -25 EXHIBIT A 25D -26 CITY OF SANTA ANA RFP NO.: 16 -091 ON -CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES SCOPE OF WORK Introduction and Background: The City of Santa Ana is issuing this Request for Proposals (RFP) to qualified Right of Way Property Appraisal firms to,provide property appraisal services for the City of Santa Ana Public Works Agency on an as- needed basis. From the proposals received, it is the City's goal to select up to two firms. The City will enter into separate agreement with each firm for a not to exceed amount of $200,000. Work will be assigned by Contract Task Orders (CT% As tasks are identified, they will be distributed among the firms based upon their ability to perform the requixed work within the proj cot schedule and budget constraints. Minimum Qualifications: Consultant qualifications must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: http: / /tvww.dot.ca.gov/hq /row /rowman/mantial /index.htni, Description of Work: Consultants under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as- needed basis, The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consuttaait must have experience with State and Federally funded projects. All work shall be potfornzed in conformance with all applicable regulations, policies, procedures and standards, • Work may include, but not be lirr tad to, the following; onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall cant' out the instructions received from the City and shall cooperate with the City and other agencies, • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement, Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work perfortnod by its sub- consultants and the responsibility for accuracy= and completeness of work performed remains solely that of Consultant. 25D -27 CITY OF SANTA ANA RFP NO.: 16 -091 ON- CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES The Corsultant shall have a Quality Assurancc /Quality Control (QA/QC) ,plan in effect cluing the entire time work is performed, under the Agreement, The QA /QC plan is intended to ensune that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, cheeked, and proofread to meet professional standard practice requirements, and to monitor work for con.formanee with the appropriate standards and policies. Additionally, all electronic files shall conform to the City's file .naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated monthly. The schedule and/or status report may require updating more frequently. • All work, including reports, analysis, data, and intellectual properties developed during the fife of the Agreement shall become the properties of the City, • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with tlaa services required by the Agreement. Scope of Work: Consultant shall prepare appraisal services that include Rill and partial acquisition for residential property; corrvnerciol property; industrial property; casements; special use or zoned property; and review appraisals. Appraisal Services shall be in accordance with federal, state, and local regulations, policies, procedures and standards. Consultant most make every effort to meet with the property owner prior to preparation of the report. Appraiser shall perform the following tasks: • Prepare appraisal report in accordance with the State of California Laws and the Uniform Standards of Professional Appraisal Practice (USPAP) + Re&earchrecords, inspect the site and communicate with the property owner in preparation of the appraisal report. This might require multiple attempts for site visit and inspection • Prepare Real Estate Appraisal reports for NIL and partial acquisition + Prepare Appraisal Summary Statements to accompany City's OPCer Package + Prepare Valuation of City's Landscape Setback Easement requirements • Prepare detailed appraisal report necessary for condemnation • Coordinate with Fixtures and Equipment Appraisers • Coordinate with Business Goodwill Appraisers • Communicate with property owners in writing and as required to obtain adequate information to prepare the report • Prepare all necessary correspondence, letters and reports Provide effective cormnanication with engineers, planners, attorneys, and City staff • Comply with federal, ,state and local regulations 25D -28 CITY OF SANTA ANA RFP NO.: 16 -091 ON -CALL R(C TIT OF WAY PROPERTY APPRAISAL SERVICES • Create files and maintain all records Provide condenmatlon consultations as necessary • Attend meetings /public hearings and conduct presentations • Provide expert witness testimony as required for condemnation proceedings • Coordinate and review of Phase I and Phase rl Environmental Studies 4 Review appraisal reports prepared by other consultants as required by the City and prepare review summary • Prepare Review Appraisal Reports (Required For Federally Funded Projects) Coordinate, direct and obtain Review Appraisals in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (Uniform Act) and Caltraus guidelines Examine all appraisals and corresponding reports • Seek any corrections or revisions deemed appropriate Prepare Dual Appraisal Report as required for federally funded projects under Caltrans Guidelines + ReaI estate appraisers must be certified and a Member of the Appraisal Institute. Consultant Responsibilities: Consultant Audit and Review Process: Prior to awarding the contract, the selected Consultant shall be subject to an audit or review by Caltrans' Audits and Investigations (A &I), other state audit organizations, or the federal government. The selected Consultant shall complete Exhibit 10 -K — Consultant Certification Contract Costs and Financial, in the Appendix of this RFP as Attachment 4. City Responsibilities: The City will provide information in its possession relevant to preparation of required infbrmation in R FP. The City will provide only the staff assistance and documentation, specifically referred to herein. Special Requirements (attachment 4): Compliance with Requirements of Fur ding Agency: o Consultant Audit and Review Process (Caltrans funded contract) o This project is funded through Federal and Measure M2 and shall comply with all requirements of Cal trans and OCTA. The attached forms must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10 -II : Fee Proposal • LAPM Exhibit 10-1: Notice to Proposers, DBE loformatioa • LAPM Exhibit 10 -IC; Consultant Certification of Contract Costs and Financial management System • LAPM Exhibit 10 -0.1 Consultant Proposal DBE Commitment D This project will be financed by federal funds. Consultant shall mcet all required. federal requixetuents included in this request for proposal. Consultants are advised that, as required by federal lacy, the City of Santa Ana is implementing the new Race Conscious Disadvantaged Business Enterprise (DBE) Program. The DBE goal for this contract is 4.0 %. 25D -29 ON 0 11 � r 25D -30 Fee Proposal Exhibit B 10 -H Hourly Rate Schedule Kiley Company Ke Personnel INITIAL TERM 3YEARS 2- YEAROPTION Fully Fully Fully Fully Fully Burdened Burdened Burdened Burdened Burdened Hourly Rate Hourly Rate Hourly Rate Hourly Rate Hourly Rate Name job Function 2016 2017 2018 2019 2020 President/Certified Christine White General. Real Estate $60 $60 $6o $70 $70 Elizabeth M. Kiley Appraiser $200 $200 $200 $210 5210 Elizabeth M. Kiley Court Related $400 $400 $400 $450 $450 Stephanie L. Kavanaugh Real Estate Appraiser $90 $90 $90 $100 $100 Meredith McDonald Real Estate Appraiser $90 $90 $90 $100 $100 Maria Olson Real Estate Appraiser - $90 $90 $90 $100 $100 Mark Thompson Real Estate Appraiser $90 $90 $90 $100 $100 Paul Kim Real Estate Appraiser $70 $70 $70 $75 $75 Ellen Netzer Researcher $70 $70 $70 $75 $75 Other Labor Charges INITIAL TERM 3 YEARS 2 -YEAR OPTION Fully Fully Fully Fully Fully Burdened Burdened Burdened Burdened Burdened Hourly Rate Hourly Rate Hourly Rate Hourly Rate Hourly Rate Name Job Function 2016 2017 2016 2019 2D20 Project Christine White Manager /Admin. $60 $60 $6o $70 $70 25D -31 25D -32 AGREEMENT TO PROVIDE RIGHT -OF -WAY PROPERTY APPRAISAL SERVICES ON AN ON -CALL ]BASIS THIS AGREEMENT is made and entered into this 4th day of October, 2016 by and between Bender Rosenthal, Ina ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On August 3, 2016, the City issued Request for Proposal No. 16 -091, by which it sought consultants to furnish right -of -way property appraisal services on an on -call basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RPP No. 16 -091 and attached herein as Exhibit A. 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 perfonned 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 terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Consultant shall furnish the services that are described in Exhibit A to this Agreement. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a, City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement. at the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, including any extension period, shall not exceed $200,000. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that 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 stated above and continue through October 3, 2019, unless terminated earlier in accordance with Section 16, below. The tern of this Agreement may be extended for a single (2) two -year period upon a writing executed by the City Manager and the City Attorney. EXHIBIT 3 25D -33 INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay- all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Doeurnents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insuuance as described below: a. Commercial General .Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection . against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of 51,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25d -34 C. Workers' Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for workers' compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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 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. INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives fiorn liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises 250 -35 by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Consultant's indemnification obligations in this section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782,8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Consultant tinder this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minirnunn period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10, CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 4 25 D-36 12. NOTICE Any notice, tender, demand, delivery, or other commtnication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Cotmcil City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Bender Rosenthal, Inc. 4400 Auburn Blvd,, Suite 102 Sacramento, CA 95841 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, drily registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transnutting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between. the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 250 -37 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City, 15. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. TERMINATION This Agreement may be tenninated'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, City 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 6 25D-38 11. PROFESSIONAL LICENSES Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS I . Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour, Executive Director Public Works Agency CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: Name: Title: 25[5 -39 R R 25D -40 CITY OF SANTA ANA RFP NO,: 16.091 ON -CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES ,SCOPE OF WORD Introduction and background: The City of Santa Ana is issuing this Request for Proposals (RFP) to qualified Right of Way Property Appraisal firms to provide property appraisal services for the City of Santa Ana Public Worlcs Agency on an as- needed basis. From the proposals received, it is the City's goal to select up to two firms, The City will enter into separate agreement with each firm for a not to exceed amount of $200,000. Work will be assigned by Contract Task Orders (CTO). As tasks are identified, they will be distributed among the firms based upon their ability to perform the required work within the project schedule and budget constraints. Minimunr Qualifications: Consultant qualifications must demonstrate tine minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: http://Nvww,dot,ca.gov/laq/row/rownian/mantial/iiidex,htni, Description of Work: Consultants under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as- needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP), • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and Federally funded projects, All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • 'Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies, « The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement, Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall .revicw all work performed by its sub - consultants and the responsibility for accuracy and completeness o f work performed remains solely that of Consultant. 25D -41 CITY OF SANTA ANA RFP NO.: 16 -091 ON -CALL RIGHT OF WAY PROPERTY APPRAISAL SERVICES The Consultant shall have a Quality Assurance/Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement, The QVQC plan is intended to ensure that the appraisals, rnaps, reports, plans, studies, estirnates, agreements and other documents submitted under assigned Soope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. The Comultant's work will be subject to inspection and audit by City, County, State and Federal representatives. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated monthly, The schedule and/or status report may require updating more frequently. 6 All work, including reports, analysis, data, and intellectual properties developed during, the life of the Agreerneut shall become the properties of the City. The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. Scant Of Work: Consultant shall prepare appraisal services that include full and partial acquisition for residential property; commercial property; industrial property; easements; special use or zoned property; and review appraisals. Appraisal Services shall be in accordance with federal, state, and local regulations, policies, procedures and standards, Consultant must make every effort to meet with the property owner prior to preparation of the report. Appraiser shall perform the following tasks: 0 Prepare appraisal report in accordance with the State of California Laws and the Uniform S tandards of Professional Appraisal Practice (i 1SPAP) • Research records, inspect the site and communicate with the property owner in preparation of the appraisal report. This might require multiple attempts for site visit and inspection Prepare Real Estate Appraisal reports for Eul and partial acquisition • Prepare Appraisal Srtrnmary Statements to accompany City's Offer Package • Prepare Valuation of City's Landscape Setback Easement requirements Prepare detailed appraisal sport necessary for condemnation a Coordinate with Fixtures and Equipment Appraisers • Coordinate with Business Goodwill Appraisers Commru irate with property owners in writing and as required to obtain adequate information to prepare the report Prepare all necessary correspondence, letters and reports + Provide effective communication with engineers, planners, attorneys, and City staff Comply with federal, state and local regulations 25D -42 CITY OF SANTA ANA RFP NO,: 16 -091 ON -CALL RTGFIT OF WAY PROPERTY APPRAISAL SERVICES Create files and maintain all records • Provide condemnation consultations as necessary • Attend meetings /public hearings and conduct presentations • Provide expert witness testimony as required for condemnation proceedings + Coordinate and review of Phase I and Phase 1I Environmental Studies Review appraisal reports prepared by other consultants as required by the City and prepare review summary • Prepare Review Appraisal Reports (Required For Federally Funded Projects) + Coordinate, direct and obtain Review Appraisals in accordance with the Uniforrn Relocation Assistance and Real Property Acquisition Policies Act (Un form Act) and Caltrans guidelines + Examine all appraisals and corresponding reports + Seek any corrections or revisions deemed appropriate • Prepare Dual Appraisal Report as required for federally funded proj acts under Caltrans Guidelines • Real estate appraisers must be certified and a Member of the Appraisal Institute. Consultant Responsibilities: Consultant Audit and Review Process: Prior to awarding the contract, the selected Consultant shall be subject to an audit or review by Caltrans' Audits and Investigations (A &I), other state audit organizations, or the federal government, The selected Consultant shall complete Exhibit 10 -K — Consultant Certification Contract Costs and Financial, in the Appendix of this RFP as Attachment 4. City Responsibilities: The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide onily the staff assistance and dociunontation specifically referrod,to herein. Special Requirements (Attachment 4): Compliance with Requirements of Funding Agency: o Consultant Audit and Review Process (Caltrans funded contract) o This project is funded through Federal and Measure M2 and shall comply with all requirements of Caltanis and OCTA The attached forms must be completed in. their entirety and submitted with your proposal: • LAPM Lxhibit I0B ; Fee Proposal • LAPM Exhibit 10-1: Notice to Proposers, DBE Information • LAPM Exhibit 10 -K: Consultant Certification of Contract Costs and Financial management System • LAPM Exbibit 10 -01: Consultant Proposal DBE Connnitment v This project will be financed by federal fiords. Consultant shall mcet all required federal requirements included in this request for proposal. Consultants are advised that, as required by federal law, the City of Sauta Ana is iroplenrcating the new Pace Conscious Disadvantaged Business Enterprise (DBE) Program. The DBE goal for this contract is 4.0 %. 25D -43 r- 0 25D -44 EP] BET �TTS 4400 Auburn Boulevard, Suite 102 NDER Sacramento, GA 95841 ROSE/ 7��7�u main :916.976.4900 - fax :916.978,4904 1\ i 1AAE, INC. wvw,,bendemosenthal.com COMMERCIAL VALUATION AND RIGHT OF WAY SERVICES 2016 BILLING RATES Cydney Bender Reents, MAI David Wraa, MAI, ARA Bob Morrison, PE, CA Real Estate Broker Designated Members of the Appraisal Institute (MAI/SRA) Senior Project Manager Quality Control Auditor Senior Appraiser Relocation Specialist Senior Acquisition Agent Acquisition Agent Appraiser Other Associated Professional Staff Researchers Administrative/Production $275/hr.* $275/hr.* $250/11•.* $250 /hr.* $190 /hr. $175 /hr. $150/11•. $145/hr. $145/hr. $130 /11r. $130 /hr. $ 95 /hr. $ 85 /hr, $ 70 /hr. *NOTE: For court or briefing preparation, depositions, any pre -trial conferences, court appearances, and related activities, the hourly rate is $450• 25D -45 25D -46 AGREEMENT TO PROVIDE RIGHT -OF -WAY COORDINATING SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this 4th day of October, 2016 by acrd between CivilSource, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On August 3, 2016, the City issued Request for Proposal No. 16 -087, by which it sought consultants to furnish right -of -way coordinating services on an on -call basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 16 -087 and attached herein as Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as- needed basis, and at the sole discretion of City, Consultant shall furnish the services that are described in Exhibit A to this Agreement. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant render this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, including any extension period, shall not exceed $300,000. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall cormacnce on the date stated above and continue through October 3, 2019, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single (2) two -year period upon a writing executed by the City Manager and the City Attorney. EXHIBIT 4 25D -47 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. OWNERSIIIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other docurnents or works of authorship fixed in any tangible mediuin of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation. and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25 48 C. Workers' Compensation'Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for workers' compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section; (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a frilly executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises 25d -49 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. Consultant's indemnification obligations in this section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infiingement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Consultant under this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDEN'T'IALITY 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 infornra.tion transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mariner with the performance of services specified under this Agreement. 25D4 50 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Coumcil City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Consultant: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 CivilSource, Inc. 9890 Irvine Center Drive, Irvine, CA 92618 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25b -51 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. 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, City 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 25D6 52 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind then respective parties to each of the terms of this Agreement, and shall indemnify City hilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar �u Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: JohnIII��X Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour, Executive Director Public Works Agency CITY OF SANTA ANA David Cavazos City Manager CONSULTANT: Name: Title: 251J -53 001 IWA 25D -54 CITY OF SANTA ANA RFP NO.: 16 -087 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF WORT{ Introduction and Backaround: The City of Santa Ana is issuing this Request for Proposals (RFP) to qualified Right of Way Coordinator firms to provide right -of -way coordinating services for the City of Santa Anna Public Works Agency on an as- needed, basis, From the proposals received, it is the City's goal to select one firm. The City will enter into agreement with firm for a. not to exceed amount of $300,000. Minimum Qualifications: Consultant qualifications must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: littp://www.dot,ca,gov/hq/row/rowman/manLial/indox.htin. Description of Work: Consultant under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as- needed basis. The Consultant shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and Federally funded projects, All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but not be limited to, the following; onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies, • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced, The work will be reviewed by the City for conformity with the requirernen *s of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. `the responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants, The Consultant shall review all work performed by its sub-consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Assurance /Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement. The QA /QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, 25D -55 CITY OF SANTA ANA RFP NO.: 16-087 ON -CALL RIGHT OF WAY COORDINATOR and to monitor work for conformance with the appropriate standards and policies. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently wo-•k on each assignment and complete each task in accordance with the schedule and accommodate the City's nceds. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated monthly, The schedule and/or status report may require updating more frequently. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City, • The Consultant will receive written notification of the award of the contract, Upon on such notification, the Consultant will proceed with the services required by the Agreement. Scone of Work: Assist City staff overseeing all the right of way and real estate services. Ensuring all work will be performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Consultant shall assign one staff as Project Coordinator managing and overseeing the following tasks including, but not limited to: • Administration of all right-of-way related consultant contracts including but not limited to: 1) Property appraisal; 2) Furniture, fixture and equipment appraisal; 3) Business goodwill appraisal; 4) Acquisition /relocation and property management set-vices; and 5) City real estate properties. • Establisbanent of right of way requirements for road widening projects • Review accuracy of Right of way mapping and legal descriptions • Review Title reports and identify pertinent information • Review and comment on real estate appraisals • Review and continent on improvements pertaining to realty, furniture, fixtures and equipment appraisals • Review and comment on loss of business goodwill appraisals • Review and comment on environmental studies to meet all applicable local, federal, and state laws, regulations, rules, and other requirements. • Review and comment on acquisition tasks such as offer packages • Review and comment on relocation plan, arrange for periodic circulation support in accordance with the Uniform Act, the California Relocation Assistance and Real Property Acquisition Guidelines, CITY's Real Property Policies and Procedures and any other applicable regulations. • Monitor negotiations clone by other consultants • Review relocation claim and monitor status of relocation and eviction efforts in accordance with the Uniform Relocation and Real Property Acquisition Act of 1970 (Uniform Act); the Califonua 25D -56 CITY OF SANTA ANA RFP NO.: 16 -087 ON -CALL RIGHT OF WAY COORDINATOR Relocation Assistance and Real Property Acquisition Guidelines; CITY's Real Property Policies and Procedures and any other applicable regulations. • Prepare documentation for administrative settlements • Provide Condemnation support • Monitor Demolition activities • Prepare documentation for Right of way disposition • Attend neighborhood and Council meetings, make public presentations to individuals and organizations and represent CITY in presentations and public hearing on all matters pertaining to the right of way process, • The overseeing Right of Way Coordinator shall be currently and validly licensed to praotice the business of Real Estate in the State of California, The Proposal shall include the Right of Way Coordinator's Broker License Number as issued by the California Department of Consumer affairs Bureau of Real Estate. All right of way activities shall be in accordance with CITY's Real Property Policies and Procedures Manual, and Federal, State and local regulations • The Coordinator shall also have full time experience conducting same work as those required by this REP for at least the past 5 years, • Review title and escrow services necessary for the acquisition of real property, which include, but are not limited to, preliminary title reports, litigation guarantees, policies of title, title searches, docxanent searches, document preparation, estimates of closing costs, escrow instructions, and other documents, • Review all documents for submission and delivery to escrow companies; review title and escrow documents; ensure that CITY is acquiring good title and/or the property rights needed for the completion of the PROJECT, free and clear of any and all encumbrances that may affect or hinder the development of future consideration; coordinate escrow closings and file all applicable forms and documents with the County Assessor's Office. • Coordinate and provide support to CITY legal staff to clear title, if necessary, + Prepare all necessary docuuuents to the title and escrow companies for approval by CITY. CONSULTANT will be responsible for managing and monitoring the title and escrow companies to ensure timely delivery. • Advise CITY of any Preliminary Title Reports /Litigation Guaranties, determine title deficiencies, develop a plan to resolve and cure title deficiencies and clear liens and enciunbrances, + Upon oompletien of Project, advise CITY of any Policy of Title insurance, American Land Title Association (ALTA) or California Land Title Association (CLTA) extended - coverage owner's policy based on the value of the property provided by CITY. • Market for sale properties via traditional and non - traditional methods > Review design plans, construction plans, appraisal, appraisal maps, legal descriptions, and if necessary, environmental site assessments. • Coordinate Phase I Environmental Soil Assessment Reports and, if required, provide Phase E assessments, Hazardous Materials Disclosure Documents (I-INIDD) and Request to Acquire Contaminated Property (RACP) if required. • Advise for the submittal of any approval, cartification or other similar document that any jurisdictional agency may require, and obtain approval /acceptance from said jurisdictional agency. • Reconmaend amount of just compensation. The CITY shall make the final determination of just compensation. • Review and maintain a parcel negotiator's log (parcel diary) for each parcel. 25D -57 CITY OF SANTA ANA RFP NO,: 16 -087 ON -CALL RIGIIT OF WAY COORDINATOR • Advise in the preparation of the Informational Letter and Offer Letter • Maintain a Record of Negotiations documenting that all elements of the acquisition process and transactions were performed in accordance with applicable Federal, State, and local laws and regulations. • Establish and maintain an acquisition file for each properly owner or property Interest acquired and maLntain a file checldist pursuant to CITY's policies and procedures, • Secure Agreements for Possession and Use, Right of Entries, and licenses or permits from property owners for purposes of performing hazardous waste, archeological and other inspections, If needed, provide support to CITY legal staff. • Perform any other normal procedures and processes to implement the acquisition assignment and shall provide, any other supporting information and /or correspondencc required by CITY • Provide bilingual acquisition agents as needed. • Assist CITY in achieving California Department of Transportation (Caltrans) Right Of Way Certification. • .Assist CITY in Eminent Domain Support. If requested, CONSULTANT shall provide expert testimony in any court or administrative proceedings, and assist as required in Iagal matters as directed by CITY legal staff, especially in the litigation of cases for or against CITY, including but not limited to gathering of documents and information. • Responsible for coordinating the identification, relocation, protection, and abandonment of all utilities required by the PROJECT. • Review existing leases, licenses, franchises, easements, permits and other agreements for the subject properties, • Set -up procedure to sell surplus property The firm must have its own office space with all equipment and supplies necessary to carry out the Right of Way Coordination Services. The Project Manager may at times need to work at the City alongside with City staff, The City will provide a work station for the Project Manager to use for no more than 20 hours a week. Consultant Responsibilities: Consiiltamt Audit and Review Process: Prior to awarding the contract, the selected Consultant shall be subject to an audit or review by Caltrans' Audits and Investigations (A &I), other state audit organizations, or the federal govelrtment. The selected Consultant shall complete Exhibit 10 -K — Consultant Certification Contract Costs and Financial, in the Appendix of this RFP as Attachment d, Gil Responsibilities: The City will provide information in its possession relevant to preparation of required information in REP. The City will provide only the staff assistance and documentation speaifloally referred to herein. Special Requirements (Attachment 41: + Compliance with Regturements of Fimding Agency: • Consultant Audit and .Review Process (Caltrans funded contract) • This project is funded through Federal and Measure M2 and shall comply with all requirements of Caltrans and OCTA 25D -58 CITY OF SANTA ANA RFP NO.: 16 -087 ON -CALL RIGHT OF WAY COORDINATOR The attached forms must be completed in, their entirety and submitted with your proposal: • LAPM Exhibit 10 -11: Fee Proposal • LAPM Exhibit 10-1: Notice to Proposers, DBE Information • LAPM Exhibit INK Consultant Certification of Contract Costs and Financial management System • LAPM Exhibit 10 -01: Consultant Proposal DBE Commitment This project will be fmanced by federal funds, Consultant shall meet all required federal requirements included in this request for proposal. Consultants are advised that, as required by federal law, the City of Santa Ana is implementing the new Race Conscious Disadvantaged Business Enterprise (DBE) Program. The DBE goal for this contract is 4.0 %. 25D -59 a r r 25D -60 FEE SCHEDULE RFP M 16-087 0' M x �otol#1 i. SPECIALTY SERVICES HOURLY RATE PROJECT DIRECTOR /QUALITY CONTROL MANAGER $155 PROJECT MANAGER /PRINCIPAL AGENT $155 (ALTERNATE) PROJECT MANAGER $130 TECHNICAL/ADMINISTRATIVE SUPPORT STAFF $75.45 25D -61 25D -62 0 • • _ _ • CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: AMEND AGREEMENT WITH G4S SECURE SOLUTIONS, INC. FOR SECURITY GUARD SERVICES AT THE COURTHOUSE /LIBRARY AND SUPERBLOCK PARKING STRUCTURES (STRATEGIC PLAN NO. 1, 1C) J —� CITY MANAGERO 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 Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with G4S Secure Solutions (USA) Inc. to augment existing security services at City Hall /Ross Annex, for the term beginning October 4, 2016, through May 31, 2017, in an additional amount of $173,453.60, for a total amended agreement amount not to exceed $1,014,024.52, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On May 2, 2011, City Council approved an agreement with G4S Secure Solutions (USA) Inc. (G4S) to provide security guard services at various City facilities. The agreement is currently in its final renewal option period, which is set to expire May 31, 2017. In the next few months, staff will be releasing a Request for Proposals for security guard services that will supersede this agreement. However, at this time, it has been determined there is an immediate need for additional security guard services at City Hall. The existing contract for security services at City Hall provides for one security guard from 6:00 a.m. to 10:00 p.m., Monday through Friday. Additionally, there is a second security guard for the hours of 8:00 a.m. to 5:00 p.m., for a total of 108 hours per week. The City is seeking to expand the scope of service at City Hall in order to enhance security between the hours of 6:00 a.m. to 10:00 p.m., Monday through Friday, excluding closed Fridays. This will allow for enhanced security presence along the perimeter of buildings immediately outside of City Hall and will be dedicated to the Courthouse /Library parking structure and Superblock parking structure. Security guards will be available to escort members of the public and government employees to and from City Hall and the parking structures. This will increase the hours of service at City Hall locations from approximately 120 to 320 hours per week. 25E -1 Amend Agreement with G4S Secure Solutions (USA) Inc. for Security Guard Services October 4, 2016 Page 2 With this amendment, new 2016 rates will be put into effect for security services at City Hall /Ross Annex. Rates for City Hall /Ross Annex and Council Meeting staffing will be increased to $12,867.20. The cost of approximately 200 hours of enhanced security services per week for the Courthouse /Library and Superblock parking structures will be $160,586.40 for a total annual increase not to exceed $173,453.60. With the approval of this amendment, the total annual aareement with G4S will increase from $840.570.92 to a not to exceed amount of $1.014.024.52. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 - Community Safety, Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention, and traffic /pedestrian /bicycle safety), Strategy C (Deliver crime prevention /community policing programs based on community policing plan). FISCAL IMPACT Funds in the amount of $173,453.60 are available in the FY 2016 -17 Civic Center Safety & Security Enhancements — Contractual Services account (No. 01103011 - 62300). Fred IMousavipour Executive Director Public Works Agency FM /MM /CK Exhibit: 1. Sixth Amendment APPROVED AS TO FUNDS AND ACCOUNTS: im4 Is`Y r Francisco Gutierrez Executive Director Finance and Management Services Agency 25E -2 SIXTH AMENDMENT TO AGREEMENT FOR PROVISION OF SECURITY GUARD SERVICES THIS SIXTH AMENDMENT to the above - referenced agreement is made and entered into on October 4, 2016 by acid between G4S Secure Solutions, Inc. ( "Contractor "), and the, City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. The parties entered into an Agreement for Provision of Security Guard Services #A- 2011 -122, dated May 2, 2011 ( "Agreement'), by which Contractor agreed to perform security services at various City facilities. B. The parties have executed five amendments to the Agreement, #A -2011- 122 -01, #A -2014- 116, #A- 2014.215, #A- 2015 -254, and #A- 2016 -200, respectively, through which the scope of services, compensation, and term have been amended. C. The current term of the Agreement continues through May 31, 2017 and remains unchanged by this Sixth Amendment. D. The parties again wish to amend the Agreement to increase the scope of services and total annual compensation to be expended under the Agreement in support of the increased scope of services. The Parties therefore agree: Section 1, Scope of Services, is further amended to add new services at City Hall and the Ross Amex. The entire scope of services for the remainder of the Agreement, including all new and existing services, is attached hereto as Exhibit 1. The security staffing plan is attached as Exhibit 2. 2. Section 2, Compensation, is further amended so that the total annual compensation shall not exceed $1,014,024.52, as depicted on Exhibit 3. 3. Except as modified by this Sixth Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and affect. IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Cleric of the Council City Manager -- additional signatures on following page -- 1 Exhibit 1 25E -3 APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: � J6ftN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL G4S SECURE SOLUTIONS FRED MOUSAVIPOUR Name: Executive Director Title: Public Works Agency 25E -4 EXHIBIT 1 SANTA ANA REGIONAL TRANSPORTATION CENTER The Santa Ana Regional Transportation Center (SARTC) is located at 1000 East Santa Ana Boulevard, Santa Ana, CA 92701, The facility covers 6.75 acres and contains a 47,000- square- foot terminal, two surface parking lots with a total of 282 spaces, and one four -story parking structure with 423 spaces. A three -story pedestrian bridge takes travelers to the east train platform. A second pedestrian bridge connects the parking structure to the main facility. The terminal building is open from 5:00 AM to midnight daily. The parking structure is open to the public from 4:00 AM to midnight daily. The SARTC terminal building contains approximately 35,000 square feet of rental space, plus a five -story theme tower that includes small meeting /conference rooms on the 4t1' and Stn' floors. Tenants include Amtrak, Greyhound Lines, Crucero, Transportes Intercalifornias, Tres Estrellas de Oro, County of Orange Social Services Program, State of California EDD, the City of Santa Ana Work Center, a caf6 and gift shop. As a regional transportation hub and public services facility, various local, state, and federal authorities have law enforcement jurisdiction within the facility, 'T'he lead authority is the Santa Ana Police Department. The Orange and Los Angeles County Sheriffs, the California Highway Patrol, OCTA Police, Amtrak Police, and the Department of Homeland Security are amongst the other law enforcement agencies that hold jurisdiction. The SARTC is designated as a Homeland Security critical infrastructure locale. Rail Services The SARTC is served daily by 22 Amtrak trains (24 trains on Friday) and 33 Metrolink trains on weekdays with a mean daily rail passenger count of 1,766. Metrolink service begins at 4:32 AM at the station and the last train departs at 7:21 PM. Peak Metrolink train frequency occurs between the hours of 6:00 AM to 8:30 AM and 4;00 PM to 6:30 PM, The Amtrak service begins at 6:53 AM and the last train leaves at 11:06 PM. Amtrak train frequency is consistent throughout the day providing about one train per hour. Weekend service at the Santa Ana station is less frequent and includes 24 Amtrak trains and 8 Metrolinkc trains. Three Metrolink trains are provided during weekend morning hours and five Metrolink trains are provided during weekend evening hours. Amtrak provides weekend service of approximately one train per every half hour between 7:30 AM to 9:00 AM and 10:30 AM to 1:30 PM, At least one Amtrak Pacific Surfliner train is provided every hour from 2:30 PM to 11:30 PM. Bus Services Ten bus bays are located on the west side of the terminal with access and egress off of Santiago Street. OCTA bus Local routes 59 and 83 and Station Link routes 462, 463, and 464 serve the station. On average, there are approximately 220 weekday OCTA boardings and less than 10 weekend boardings at SARTC. Greyhorund, Transportes hrtercalifomias, and Tres Estrellas de Oro offer long distance bus service at the station between 5:00 AM and midnight. These three 25E -5 long distance bus service providers report a total average of 700 boardings and alightings per clay. Aintrak bus service provides service at the Santa Ana station, in lieu of Amtrak trains, during select off -peak hours. The Amtrak bus service operates between the hours of 12:00 AM to 5:00 AM for the Pacific Surfliner route. Workforce Development Services The Santa Ana WORK Center is located within the SARTC. The WORD Center combines resources from various agencies to provide integrated job and workforce development services, including job search assistance, employee referrals and placement, unemployment insurance filing, and career counseling for adults and youths. As part of the WORK Center, the State of California EDD leases an administrative office on the first floor which averages 5 client visits per day. The City of Santa Ana and the State EDD lease the two suites on the second floor. The administrative suite averages 14 client visits per day and the referral center suite averages 254 client visits per day. The WORI{ Center offices on the first and second floors are open from 8 :00 AM to 5:00 PM Monday thru Thursday and every other Friday. A security guard under separate contract by the State of California is assigned to the referral center suite during the hours it is open to the public. It is expected that the security company awarded the contract under this RFP will work in cooperation with the security guard assigned to the referral center when necessary. The County of Orange Social Services Agency leases the suite on the third floor and averages 26 client visits per day. The third floor suite is open from 8:00 AM to 5:00 PM, Monday thru Friday. I. SCOPE The City's objective is to provide deterrence against crimes of vandalism, theft and bodily injury at the SARTC on a twenty -four (24) hour basis. Contractor shall develop a comprehensive set of Post Orders documenting both general procedures as well as site - specific responsibilities. Draft Post Orders shall be prepared prior to the connnencement of the contract and must be reviewed and approved by the City within fifteen (15) days from commencement of Contractor's services. The proposal will recommend staffing levels and shift schedules appropriate for this post. Management of Facility The SARTC is owned by the City of Santa Ana and managed by the Public Works Agency. Onsite property management services are available during normal business hours Monday through Thursday and every other Friday. The office is closed on weekends and I 1 days per year for holidays. This post requires highly visible security staff with excellent interpersonal skills and the ability to deal with the public in a coiuteous manner. Guards assigned to this post must speak and understand English and be able to write clear and concise reports. Bilingual candidates are preferred and at least one bilingual Spanish speaking guard must be on site at all times. General post assignments and tasks include, but are not limited to the following: • Observe - and -report only. Guards are not expected to apprehend or physically detain any individual. 25E -6 • Patrol restrooms, main floor lobby, train loading areas, balconies and upper floors of the building, perimeter of entire facility, parking lots, parking stricture, pedestrian bridge, east and west platforms and all approaches onto the property. • Maintain facility in lockdown mode when the facility is closed, unless an emergency arises and respond only at the direction of SARTC management or emergency services. • Ensure that unauthorized taxis, limousines, buses, etc, do not assemble on or adjacent to the property. • Provide vehicle and parking control throughout the facility as needed. • Provide surveillance of trains, buses and passenger movement. • Enforce the facility's unattended baggage policy and follow appropriate procedures. • Lock down or open the facility at designated times. This will include main building, parking structure and pedestrian bridge accesses. • Report to SARTC management any light outages, improperly working doors and /or locks, building leaks or leaks of any kind, any abnormality in function of mechanical, electrical or plumbing systems, graffiti locations, suspected or observed theft or vandalism. • Raise and lower flags at dawn and dusk. • Check in and check out all contract personnel and provide access to service areas as necessary. II. RESPONSIBILITY OF CONTRACTOR Provide a post management system that includes efficient mechanisms for tour verification, daily activity reports (DARs), and incident reporting (IR). This system must be complete with a reliable computer equipped with Internet access, Microsoft Office, a printer, downloader, and any other equipment needed in leading and monitoring the security needs of the facility. Provide for the SARTC CPO Post Commander (Account Manager) to travel and board in Sacramento to job shadow with Jacob Culberson and the SRT security staff to cross train (16 hours) on transit issues and incorporate best practices for SARTC. Ensure that SARTC is secure at all times by providing security coverage as outlined in Exhibit 6. Each security guard shall utilize Secure Trax devices to perform their duties, Provide two Secure Trax devices for use at the SARTC. Provide cellular phones and all other telecommunications or electronic equipment necessary for all security officers while on duty. Provide internal transportation equipment, if any, such as scooters, Segways, etc. Provide a marked G4S vehicle to be parked at the SARTC. Said vehicle will be used in performance of the Santa Ana Zoo patrol. 25E -7 Provide an adequate nuumber of complete company uniforms including jackets, and head and rain gear so that all security officers can show an exceptional presence. This uniform must clearly identify security officers as employed by the Contractor and shall be worn at all times during shift. Identification badges will also be required. Provide all document and stationary supplies needed for the successful running of this post. This means adequate supplies of forms, inlc cartridges for printer, printer paper, all pertinent forms, pens, writing pads, etc. THE CITY WILL NOT PROVIDE SUPPLIES. Insure that all security officers do not carry firearms. Be responsible for all training of security officers to assure compliance with all federal, state and local requirements pertinent to their position at the SARTC, When a security officer ceases to be assigned to duty at the SARTC, the Contractor shall inforn the property manager immediately. 25E -8 TIIE SANTA ANA CORPORATE YARD The Santa Ana Corporate Yard (Yard) is located at 215 South Center Street, Santa Ana, CA 92703, The Yard covers 12 acres between First Street on the north, Daisy Avenue on the east, Chestnut Avenue on the south and Center Street on the west. The property includes administrative office buildings, a central stores warehouse, a fleet and facility maintenance two- story garage, and a single -story vehicle parking structure backed up to Chestnut Avenue. The entire property is walled with three security gate entrances. The property houses a variety of the City's vehicle fleet, including street sweepers, large trucks, and standard sedans. The Yard. serves as a fuel filling location for City vehicles and houses diesel and unleaded underground storage tanks, and CNG and hydrogen above- ground storage tanks. Security guard services are required per the shift and holiday coverage detailed in Section II below. The regular hours of operation at the corporate yard are Monday through Friday from 6:00 a.m. to 6:00 p.m. I. SCOPE The City's objective is to provide the Yard with security guard service to monitor the security of personnel, equipment, buildings, and general property. The security guard will be posted at the guard station located at the Center Street entrance. The guard station is equipped with a closed- circuit TV and provides visual monitoring of the Yard area and allows monitoring of the entrance. II. RESPONSIBILITY OF CONTRACTOR The Contractor is to provide one security guard, unarmed, in standard full uniform at the Guard Station located on the west side of the Corporate Yard. Shift Coverage: Monday- Thursday 6:00 a.m. to 8:00 p.m, Friday night starting at 4:00 p.m. with coverage until Monday at 6:00 a.m. Holiday Coverage: The following l I holidays are observed by the City of Santa Ana. Full 24 hour security guard coverage is required on these holidays. 1, New Year's Day 2, Martin Luther King Jr. Birthday 3. Presidents Day 4. Memorial Day 5. Independence Day 6. Labor Day 7. Veteran's Day 8. Thanksgiving and the Friday following 9. Christmas and the last working day before the holiday The security guard shall perform the following: • Utilize a Secure Trax device in performance of all duties. • Observes the closed circuit TV monitoring of the Yard. 25E -9 • Closes the entrance gates on the property, between 5:00 p.m. and 5:30 p.m. on weekdays. • Opens the gates at 6 a.m, on weekdays. • Maintains a logbook noting the name of every individual who enters and leaves the property and notes the time. • Conducts a continuous observation of the Yard to maintain a secure and safe property. If any concerns arise during the guard shift, instructions are provided, with contact numbers to the Santa Ana Police Department. • Under no circumstance is aggressive action required. • The security guard is unarmed and required to call proper channels in the event of an unusual observation, • The Contractor will conduct unannounced supervisory inspections during shifts, The City reserves the option to increase or decrease the number of nightly or daily coverage, the _hours of coverage, and the number of daya per _week requested withseven days written notification. 25E -10 THE SANTA ANA ZOO AT PRENTICE PARK The Santa Ana Zoo at Prentice Park (the "Zoo ") is located at 1801 East Chestnut Avenue, Santa Ana, California, 92701. The Zoo covers 20.5 acres including public parking areas, animal housing, exhibits and buildings. The Zoo handles 90 species with approximately 250 animals and 35 exhibits, Hours of Zoo Operation The Zoo is open to the general public Monday through Sunday (seven days per week) from 10:00 a.m. to 5:00 p.m, The Zoo is closed to the general public only two days each year on December 25 — Christmas Day and January 1 - New Year's Day; however Zoo staff are still on the grounds to feed and care for the animals: Note: During days of extremely inclement weather, the Zoo Manager may decide to close the Zoo to the public. I. SCOPE The City's goal is to provide the Zoo with an early morning security tour patrol as a deterrent against crimes of vandalism and theft and to insure safety to City property and the Zoo's animal collection during the Zoo's closed hours (Monday through Sunday, seven days per week from 5:00 p.m. to 10:00 a.m.). II. RESPONSIBILITY OF CONTRACTOR The Contractor conducts one (1) security tour patrol nightly, seven (7) days per week around the Zoo property perimeter and through the Zoo grounds. The tour patrol is to include eight (8) strategically designated locations, utilizing a Secure Trax device and is to be performed between the hours of 1:00 a.m. and 3:00 a.m. Utilize the CPO, vehicle and Secure Trax device dedicated to the SARTC in the performance of the nightly Zoo patrol. The Contractor provides one security officer, unarmed, in standard full uniform and a functioning vehicle displaying the security company's name in clear view on the vehicle. The security officer is to carry a cell phone or mobile radio at all times. in the event of a security breach, unusual observation or concerns for the safety of the Zoo's animals, the security officer is required to make specific contacts to City personnel and /or the Santa Ana Police Department. Under no circumstance is aggressive action required. Daily reports of the nightly patrol rou ids are to be emailed via the SecureTrax unit to the appropriate City personnel. The Zoo reserves the option to increase or decrease the number of nightly vehicle sweeps and the number of days per week requested, with seven days written notification. 25E -11 THE SANTA ANA LIBRARY The Main Library is located at 26 Civic Center Plaza, Santa Ana CA 92701. The Main Library provides Spanish, English and Vietnamese books, DVDs, music CDs and books on CD for adults, teens and children. It also offers bilingual computer training and access for adults, teens and children, as well as story times in English and Spanish and special programs for children and families. Also available are workshops, gaming and activities for teens, and workshops for limited English speaking adults. Bilingual tutoring for children and teens is provided in the Library Learning Center. The Main Library is open Monday through Thursday from 10:00 a.m. to 9:00 p.m., Friday and Saturday from 10:00 a.m. to 6:00 p.m, and Sunday 12:00 p.m, to 4 :00 p.m. The Newhope Branch Library is located at 122 North Newhope Street, Santa Ana CA 92703, The Newhope Library provides all types of books and audiovisual niateria s in English, Spanish and Vietnamese for children and teens, as well as story times in English and Spanish and special programs for children, and supports a branch of the Santa Ana Public Library Teen Club. It offers computer access for adults, children and teens. Bilingual tutoring for children and teens is available in the Library Learning Center.. The Newhope Branch Library is open Monday through Thursday from 2:00 p.m, to 7:00 p.m., Saturday from 10:00 a.m. to 5:00 p.m. and is closed on Friday and Sunday. I. SCOPE The City's goal is to ;provide deterrence against crimes of vandalism, theft and bodily injury at the two Library locations. The Contractor shall provide unarmed uniformed security services in and around the Library properties as requested by the City. Contract security personnel shall assist the Library in meeting its security objectives. II. RESPONSIBILITY OF CONTRACTOR The Contractor will provide four security guards (one to be at a CPO Supervisor level) each performing 64 hours of service per week to the Central Library location and one security guard performing 23 hours of service per week to the Newhope Branch Library for a total of 279 hours combined per week for the two locations, during nonnal operating hours. The Contractor shall perform the following: 0 Roving patrol of building interior, include —but not limited to the following tasks: 1. Ensure that alarms at all emergency access doors are activated. 2. Ensure that meeting rooms are locked when not in use. 3. Watch for drug activity, vandalism and graffiti, weapons, alcohol, open food containers and other acts that interfere with or disrupt library activities (Santa Ana Municipal Code §2- 602.1) 4. Verify that all exterior doors are locked after normal business hours. 25E -12 5, Hourly inspection of public restrooms. Advise library management of any maintenance or repairs needs, 6. Ensure that needles, syringes or other potentially hazardous material is reported and safely disposed. 7. Ensure that all patrons exit the library as closing time approaches • Roving patrol of exterior library area, include — but not limited to the following tasks 1. Ensure all exits are free from obstruction 2. Report unauthorized use of designated Library parking spaces 3. Ensure that needles, syringes or other potentially hazardous material is reported and safely disposed. 4. Verify that all dumpsters are locked. 5. Verify and report building exterior lighting deficiencies. • Check the security camera system daily to ensure that it is in good working order. Notify Library Management, if malfunctions occur. • Complete G4S incident and daily operating reports. Provide Library Management copies of reports on a weekly basis. • Complete Library electronic reports for incidents in which he /she is directly involved; take pictures, as needed, refer to camera files in documenting and identifying offenders. • Notify Santa Ana Police Department if police intervention is required. • Respond, as necessary, to other life safety duties as identified in post orders and standard operating procedures. • Direct patrons to areas within the Library and the Civic Center. • Report building maintenance and safety concerns as necessary. • Enforce the Safety and Security and Personal Conduct regulations outlined in the Rules of Conduct, • Mitigate various issues that arise in and around the Library based on Civic Center activity, • Escort employees, as needed, to parking locations. The Contractor shall provide all management, supervision, and overhead for all contractor employees and shall be solely responsible for instituting and invoking disciplinary action of employees not in compliance with Contractor's rules and regulations, as well as any other policy established by the contracting parties. 'the Contractor shall develop a comprehensive set of Post Orders documenting both general procedures as well as site - specific responsibilities. Post Orders shall be prepared prior to the commencement of the contract and must be reviewed and approved by the City with fifteen (15) days from commencement of contractor's services. 25E -13 All security officers will be required to read and verify they understand the Post Orders and at minimum, shall be tested during the on -the -job training period and at minimum annually during site inspections. The Contractor shall ensure hiring, training and administration of motivated and professional employees that meet or exceed both the Contractor's and the City's standards and support continuous performance of contract requirements. • Required guard qualifications: • Fully bilingual (English/Spanish) • Computer literate (basic skills: email, Microsoft Word) • Able to master or have experience in the use of the library's secuuity canicra system • First Aid. CPR, AED certified • Security experience in a position involving extensive public contact. • Demonstrated ability to handle and resolve conflicts in an effective manner • Demonstrated judgment in emergency situations • Good communication skills • Experience working with people with behavioral /mental health issues and /or criminal background • Professional demeanor with staff and. patrons • Physical dexterity; ability to act with urgency in an emergency situation without detaining or striking the offender. The Contractor is responsible for the daily personal appearance of security personnel, The Contractor shall provide seasonal uniforms and weather - appropriate protective clothing necessary to identify staff as security guards. Security officers are prohibited from carrying weapons of any kind, including but not limited to: firearms, nightsticks, martial arts weapons or equipment, batons, or any chemical agent spray or liquid. The Contractor shall agree to remove from the site, whenever required to do so by the City, any contractor employee considered by the City to be unsatisfactory or undesirable, within the limits of any applicable laws. 25E -14 CENTENNIAL PARK Centennial Park is located at 3000 West Edinger Avenue, Santa Ana, CA 92704. The park covers 70,53 acres including baseball diamonds, basketball courts, the Dan Young Soccer Complex (four fields), a lake, a skate park, playground picnic areas, restrooms, a fire training facility, an adult education center and the Hector Godinez High School Facility. (Hector Godinez High School is located on Centennial Park property. The campus is not included in the area to be serviced, however, there should be communication between the successful proposer and the school district to effectively communicate truancy and other student related safety issues so that they can be effectively addressed by the school district.) I. SCOPE The City's goal is to provide deterrence against crimes of vandalism, theft and bodily injury at Centennial Park, II. RESPONSIBILITY OF CONTRACTOR The Contractor will provide security guard services approximately 20 hours per week at Centennial Park. The Contractor shall perform the following: • Perform roving patrols of interior and exterior building areas. • Complete incident and daily operating reports. • Respond as necessary to support other life safety duties as identified in post orders and standard operating procedures. • Direct patrons to areas within Centennial Park. • Report building maintenance and safety concerns as necessary. • Enforce Park rules as required, • Mitigate various issues that arise in and around Centennial Park. • Provide a bike or electric golf cart patrol, Bike patrol includes supplying the bicycle, ongoing maintenance of bicycle, safety equipment, including gloves, laree and elbow pads, and helmets and uniforms, including BDU pants and/or shorts, polo shirt and belt. Electric golf cart patrol includes supplying the golf cart, ongoing maintenance of the golf cart, any safety equipment and specialized uniforms, if required. The Contractor shall provide all management, supervision, and overhead for all Contractor's employees and shall be solely responsible for instituting and invoking disciplinary action of employees not in compliance with Contractor's riles and regulations, as well as any other policy established by the contracting parties. The Contractor shall develop a comprehensive set of Post Orders documenting both general procedures as well as site - specific responsibilities. Post Orders shall be prepared prior to the commencement of the contract and must be reviewed and approved by the City with fifteen (15) days from commencement of contractor's services. 25E -15 All security officers will be required to read and verify they understand the Post Orders and at minimum, shall be tested daring the on- the -job training period, and at minimum annually during site inspections. The Contractor shall ensure hiring, training and administration of motivated and professional employees that meet or exceed both the Contractor's and the City's standards and support continuous performance of contract requirements. The Contractor is responsible for the daily personal appearance of security personnel. The Contractor .shall provide seasonal unifonns and weather - appropriate protective clothing necessary to identify staff as security guards. Security officers are prohibited from carrying weapons of any kind, including but not limited to: firearms, nightsticks, martial arts weapons or equipment, batons, or any chemical agent spray or liquid. The Contractor shall agree to remove from the site, whenever required to do so by the City, any contractor employee considered by City to be unsatisfactory or imdesirable, within the limits of any applicable laws. 25E -16 CITY HALL City Hall and the Ross Annex are located at 20 Civic Center Plaza and open Monday thru Thursday and every other Friday, 8am to 5pm. City Hall is located within the Civic Center Complex that includes City, County, State and Federal offices. The City Departments housed at City Hall include City Manager's Office, Clerk of the Council, City Attorney's Office, Coimnunity Development Agency, Personnel, Public Works Agency, Planning and Building Agency and Finance Department. City Hall provides residents and the public with various services ranging, but not limited to Cashier, Business License, Dog License, Planning counter, Public Works counter, Building Plan Check, Community Preservation, Housing Administration, Police /Fire Plan Check, Purchasing, Risk Management, Economic Development etc, II. SCOPE The City's goal is to provide deterrence against crimes of vandalism, theft and bodily injury at City Hall and Ross Amiex. III. RESPONSIBILITY OF CONTRACTOR The Contractor will provide Custom Protection Officer services approximately 108 hours per week at City Hall Monday through Friday. The City reserves the right to adjust the guards assignment /hours as needed to better serve internal and external customers. In addition, provide two guards for the duration of the scheduled Council Meetings. The Contractor sball perform, but not limited to, the following: • Perform roving patrols of interior and exterior building areas. • Complete incident and daily operating reports. • Respond as necessary to support other life safety duties as identified in post orders and standard operating procedures. • Direct patrons to areas within the Civic Center. • Mitigate various issues that arise in and around City Hall based on Civic Center activity. • As needed, escort staff or visitors to parking locations. • Report building maintenance and safety concer7ls as necessary. • Four times a day —Inspect public access restrooms to maintain cleanliness and advise building maintenance of needed corrections • Daily — Check and operate City Hall ADA wheelchair lift and document • Daily — Verify and report building interior lighting deficiencies • Daily Evening — Secure dumpsters at loading dock at the end of the day • Daily Evening — Verify all exterior doors are locked after normal business hours • Daily Evening — Verify and report building exterior lighting deficiencies • Weekly— Check water pressure of all City Hall /Ross Annex drinking fountains • Monthly — Check all City 1-fall/Ross Annex AED's per Risk Management Guidelines • Monthly — Check Fire Extinguisher and sign tags for inspection per Risk Management guidelines 25E -17 • As Needed —Adjust walk off mats at entries to City Hall and Ross Armex • As Needed —Advise facilities management of building deficiencies: interior or exterior • As Needed —And as requested by the superintendent perform other duties as needed Custom Protection Officers present at City Council Meetings: One security guard patrols the Council Chambers perimeter and the second security guard patrols the parking structure (Building #19) in front of City Hall to provide a safer passage to and from Council Chambers to Building #19. The Contractor shall provide all management, supervision, and overhead for all contractor's employees and shall be solely responsible for instituting and involving disciplinary action of employees not in compliance with Contractor's rules and regulations, as well as any other policy established by the contracting parties, The Contractor shall develop a comprehensive set of Post Orders documenting both general procedures as well as site - specific responsibilities. Post Orders shall be prepared prior to the commencement of the contract and must be reviewed and approved by the City with fifteen (1 S) days from commencement of contractor's services, All security officers will be required to read and verify they understand the Post Orders and at minimum, shall be tested during the on -the -job training period, and at minimum annually during site inspections. The Contractor shall ensure hiring, training and administration of motivated and professional employees that meet or exceed both the Contractor's and the City's standards and support continuous performance of contract requirements. The Contractor is responsible for the daily personal appearance of security personnel. The Contractor shall provide seasonal uniforms and weather- appropriate protective clothing necessary to identify staff as security guards. Security officers are prohibited from carrying weapons of any hind, including but not limited to: firearms, nightsticks, martial arts weapons or equipment, batons, or any chemical agent spray or liquid. The Contractor shall agree to remove from the site, whenever required to do so by the City, any contractor employee considered by the City to be unsatisfactory or undesirable, within the limits of any applicable laws. Council Meetings Council Meetings will be held every first and third Tuesdays of the month. Officer duty hours: 1730 -2100 hours or may be extended until 2300 hours. Officers will remain on duty until released by appropriate authority. 25E -18 Officers (two unarmed Custom Protection Officers) will be assigned duties for the Santa Ana Council Meeting. Officers will report no later than 1730 hours. An officer will be posted right outside of the Council Chambers. The second officer will provide foot patrols in the parking lot immediately in front of the Council Chambers. Officer is to monitor the area to ensure only authorized vehicles are allowed access to park. Continue to monitor the parking lot area to deter criminal activity. CITY HALL / ANNEX CORRIDOR TO SUPERBLOCK & OC COURTHOUSE ! LIBRARY PARICiNG STRUCTURES The Contractor will provide Custom Protection Officer services approximately 200 hours per week at City Hall Monday through Friday. The City reserves the right to adjust the guards' assignment /hours as needed to better serve internal and external customers. The Contractor shall perform, but not limited to, the following: • Perform roving patrols of parking structures interior levels, stairwells, elevators and exterior. • Complete incident and daily operating reports. • Respond as necessary to support other life safety duties as identified in post orders and standard operating procedures, • Provide patrons with direction to areas within the Civic Center as needed. • Mitigate various issues that arise between Superblock and OC Courts parking structures that serve City Hall / Ross Annex, • As needed, escort staff or visitors to parking locations upon request when possible (more common during dark hours). • Report building exterior safety concerns as necessary • Daily / Evening — Verify and report parking garage and Civic Center lighting deficiencies • Daily / Evening -- Verify and report parking garage elevator deficiencies • Evening— Verify City Hall / Annex exterior doors are locked after normal business hours • As Needed — Maintain that stairwell access to City Hall court yard is not obstructed for visitor access • As Needed — Advise PRCSA management of civic center deficiencies between City Hall and Parking structures The Contractor shall provide all management, supervision, and overhead for all contractor's employees and shall be solely responsible for instituting and invoking disciplinary action of employees not in compliance with Contractor's rules and regulations, as well as any other policy established by the contracting parties. The Contractor shall develop a comprehensive set of Post Orders documenting both general procedures as well as site - specific responsibilities. Post Orders shall be prepared prior to the commencement of the contract and must be reviewed and approved by the City with fifteen (15) days from commencement of additional contractor's services. 25E -19 All security officers will be required to read and verify they understand the Post Orders and at minimtnn, shall be tested during the on- the -job training period, and at minimum annually during site inspections. The Contractor shall ensure hiring, training and administration of motivated and professional employees that meet or exceed both the Contractor's and the City's standards and support continuous performance of contract requirements. The Contractor is responsible for the daily personal appearance of security personnel. The Contractor shall provide seasonal uniforms and weather - appropriate protective clothing necessary to identify staff as security guards, Security officers are prohibited from carrying weapons of any kind, including but not limited to: firearms, nightsticks, martial arts weapons or equipment, batons, or any chemical agent spray or liquid. The Contractor shall agree to remove from the site, whenever required to do so by the City, any contractor employee considered by the City to be unsatisfactory or undesirable, within the limits of any applicable laws. 25E -20 THE SANTA ANA POLICE DEPARTMENT The Santa Ana Police Department is located at 60 Civic Center Plaza, Santa Ana, CA 92701. The property includes an administrative building, Jail facility, three -bay loading dock area, and a two -story parking stricture for police and authorized vehicles. The administrative building and jail facility both have public lobbies and restrooms. The restricted area of the facility is walled with three security gates, two of which are used for ingress /egress. The north gate is used as a point of entry by authorized personnel only. The south gate is the main point of entry for all vendors, deliveries, and authorized personnel. Deliveries and vendors are allowed in through this gate during normal business hours. I. SCOPE The City's objective is to enhance security around the perimeter of the Police Headquarters and Jail facility and to control entrance to the facility via the south gate. II. RESPONSIBILITY OF CONTRACTOR The Contractor is to provide one security guard, unarmed, in standard full uniform at the south gate. Shift Coverage: Monday -Friday 7:00 a.m. to 4:00 p.m. The security guard shall perform the following: • Utilize a Secure Trax device in performance of all duties. • Monitor and control entrance access to visitors, vendors, deliveries, etc. through the south gate • Issue Visitor and Vendor Parking permits to authorized personnel • Patrol the parking structure and report unauthorized vehicles parked within the facility • Watch for irregular or unusual conditions that may create security concerns or safety hazard • Perform roving patrols of exterior building areas The City reserves the option to increase or decrease the number of nightly or daily coverage, the hours of coverage, and the number of days per week requested with seven days written notification. The Santa Ana Police Department will conduct an abbreviated background investigation to supplement the background conducted by G4S. 25E -21 AS- NEEDED SECURITY FOR CITY LOCATIONS Contractor must provide for the possibility of providing immediate security guard coverage and related equipment at any location in the City. Security guard services include immediate security guard coverage due to a security breach at City Hall, any of approximately 15 local park clubhouses and community centers, a City parking structure, a community learning center, or other City location. Coverage must be provided within one hour for the duration of the period outlined. 25E -22 EXHHHT 2 25E -23 kw 8 T 25E -23 EXHIBIT 3 G4S COST SHEET— OCTOBER 4, 2016 TO MAY 31, 2017 Santa Ana Regional Transportation Center 40 hours per week of Custom Protection Officer Supervision 168 hours per week of Custom Protection Officers + 1 Patrol Vehicle (shared with Santa Ana Zoo) • 2 Secure TraxTM Devices Monthly Cost: $20,135.44 equals Annual Cost: $241,625 Santa Ana City Hall 108 hours per week of Custom Protection Officers Average weekly hours • 2 Secure TraxTM Device Previous Allocation: $40,775.72 (through September. 30 2016 New Allocation: $93,895.44 (per rate change effective October 4, 2016) Monthly Cost: $11,736.93 Annual Cost: __,"134,671.16 Council Meeting Services Approximately 20 hours per month of Custom Protection Officers Previous Allocation: $2,020.00 (through September 30. 2016) New Allocation: $4,003.20 (per rate change effective October 4, 2016) Approximate Monthly Cost: _$500.40 Annual Cost: $6.023.20 City Hall Superblock and OC Courthouse Parking Structures 180 hours per week of Custom Protection Officers • Average weekly hours • 3 Secure TraxTM Devices • 3 Radio Devices (1 time charge of $260 each) Monthly Cost: $ 19,975.80 + (l time - $780)_ Annual Cost: $ 160 586.40 (8 months)_ Santa Ana Zoo at Prentice Park 7 hours per week of Custom Protection Officers • Nightly vehicle patrol checks • 1 Security Vehicle (Posted at SAMLARC) Monthly Cost: $ 660.66 equals Annual Cost: $7,928 Page 1 oft 25E -24 Santa Ana Police Department 45 hours per week of Custom Protection Officer • Includes 5 hours of weekly Overtime Monthly Cost: 4A51,85 equals Annual Cost: $ 56.976.05 ($44,17605 +$11800 contingency) Santa Ana Corporate Yard 118 hours per week of Traditional Security Officer I 1 Secure TraxTM Devices Monthly Cost: $ 8.206.90 equals Annual Cost: $ 98,433 00 Santa Ana Library locations • 64 hours per week of Custom Protection Officer Supervision • 192 hours per week of Traditional Security Officer II at Main Library • 23 hours per week of Traditional Security Officer I at New Hope Library i 1 Secure TraxTM Device (Main Library) Previous Allocation: $79,777.20 (through July 31, 2016) New Allocation: $159, 777.87 (to allow for additional services effective August 1, 2016) Contingency: $5,000 Monthly Cost: $22,425.78 equals (for services rendered effective August 1, 2016) Annual Cost: $244,555.07 Centennial Park • 20 hours per week of Traditional Security Officer I • 4 hours of weekly Overtime built in • 1 Electric Golf Cart Patrol Monthly Cost: $ 1,514.07 equals Annual Cost: $ 18,169 As- Needed Security Annual Cost: up to $45 007.64 Traditional Security Officer— Level I: Traditional Security Officer — Level II: Custom Protection Officer — Level I: Custom Protection Officer— Level 1I: Custom Protection Supervision I: Custom Protection Supervision II: Hourly Pay Rate: $10.50 Hourly Pay Rate: $11.00 I3ourly Pay Rate: $14.00 Hourly Pay Rate: $16.00 Hourly Pay Rate: $16.00 Hourly Pay Rate; $18.00 Hourly Bill Rate: $16.05 /hour Hourly Bill Rate: $16.76 /hour Hourly Bill Rate: $21 78 /horn Hourly Bill Rate: $25.02 /hour Hourly Bill Rate: $24.69 /hour Hourly Bill Rate: $27 97/hour Total Price Annual Cost Not to Exceed: 11,014,024.52 All charges for security guard services for this contract are included in the above total. Page 2 of 2 25E -25 25E -26 r � CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 1167411NONGENERAL FUND) (STRATEGIC PLAN NOS. 6, 1 G; 3, 2C) n ITY MANAGE 0 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on I" 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 a Purchase Agreement for the purchase price of the partial real property acquisition listed below, temporary construction easement, and goodwill (if any) with the property owner, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1 Azucena Antonio 1306 West Saint Anne Place Partial $21,700 Santamaria (APN 408 - 336 -02) DISCUSSION Bristol Street is a north -south transportation facility which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raising landscape medians, and adding bike lanes. The City is acquiring properties for the development of Phase 4, bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by spring 2017, and construction is anticipated to begin in summer 2017. This property acquisition is necessary to accommodate the improvements and widening for Phase 4 (Exhibit 1). A purchase offer was made based on appraised value prepared by a California State licensed appraiser and was accepted by the property owner. Compensation amounts is listed above and shown in the attached agreement (Exhibit 2). 25F -1 Purchase Agreement Real Property Acquisition for Bristol Street Improvements Phase 4 October 4, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 4, which lies between Warner Avenue and St. Andrew Place, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds in the amount of $21,700 are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2016 -2017: $10,850 in the Select Street Construction Fund (Account No. 05917661- 66100), and $10,850 in the Measure M2 Street Construction Fund (Account No. 03217663 - 66100), subject to nonsubstantive changes. APPROVED AS TO FUNDS & ACCOUNTS: F d Mousavipour Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency FM /EWG /JG /ML Exhibits: 1. Location Map 2. Agreement for APN 408 - 336 -02 25F -2 MATCHLINE SEE BELOW RIGHT 1 f I i -1 (z7 7-77... I I 1 408.336 -n I j %/�_ I I I In ST GERTRUDE PL I 1408 471 -0% I 408471-17 ' I I i JJ77 I I 409471 -06 i R Lu J co M� e'. 1016494- 41r- - - - --� b1s- 1a4.22; ' 016 - 104.241 - - -• -� -i '315 - 194.25 015 -ia4 -35'11 015 - 144.38' 7715-194 -28: -- '915.194 -35 WARNER AVENUE LEGEND: — SUBJEG1 PPOPEHT'( - -GMREO FVIDPEPTI =; i a I I —7 ... r--7 ... 7 ST ANDREW PL - --7- 7-7._T. I I P o r � CARLTON PL -I alr W m; to GLENWOOD PL J r -r--- ----Ali, p -7_, m� ✓�p'i..1 W I NI I I I CAMDEN PL i i i Y- -r--- r- --t- -- _ �ST ANNE PL L i ry i I hI I I I I I EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA PURCHASE AGREEMENT FOR P 1 CITY COUNCIL BRISTOL STREET IMPROVEMENTS AGENDA DATE; PHASE 4 (PROJECT NO. 116741 Pusuc WORKS u OCTOBER A 2016 NONGENERAL FUND) (Strategic Plan No. 6, 1, Gi and 3, 2, C) 25F -3 PAGE 1 OF 1 25F -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), entered into on 2 01 6 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and AZUCENA ANTONIO SANTAMARIA, an individual (hereinafter "Seller "), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property ") legally described as follows: SEE EXHIBIT `A' — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1306 W. Saint Anne Place, Santa Ana, CA 92704) (APN: 408 - 336 -02) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Eight Thousand, Two Hundred Twenty and no /100 Dollars ($8,220.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monotary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any _rights nf._acfion for damages or any oth_er_rights which m accrue to City_by_.reason ot_the failure of Seller to convey title or to provide title insurance as required in this Agreement. EXHIBIT 2 25F -5 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re- conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property and temporary occupancy, for the total sum of Twenty -One Thousand, Seven Hundred and no1100 Dollars ($21,700.00). The sum of Twenty Thousand, Three Hundred Nineteen and no 1100 Dollars ($20,319.00), is compensation for the certain real property and improvements as shown in Exhibit W. The sum of One Thousand, _Three_ Hundred Eighty -One and no /100 Dollars ($1,381_00), is compensation_ for the_temporary_ occupancy of the property, which shall have a duration of 18 months, and is described and shown as 25F -6 attachment (Exhibits 'C' and 'D') to the Temporary Construction Easement deed. City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title Insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /365 -day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement Is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in- Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time Is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property. 25F -7 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 1306 W. Saint Anne Place, Santa Ana, CA 92704. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste whtoh -is or beooTrres- regrulMd -by any-local- gevernm ntal nzitharity,11re State of Califunia, —or the — — - United States Government, including, but not limited to, any material or substance which is (i) defined 25F -8 as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S,C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C, 56901 at sec. (42 U,S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42, U.S.C. 59601 et sea. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, In, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing _signed by the Seller and City,__ 25F -9 22, Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. tie Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees, This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29, Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25F -10 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. SELLER: f72(/L¢vLL4 AK�Oo7 /�%� Azucena Antonio Santamaria, an individual CITY OF SANTA ANA: City /Buyer David Cavazos City Manager ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: beeftsista ndovaant City Attor ey RECOMMENDED FOR APPROVAL: Fred Mousavigour Executive Director Public Works Agency Date: jQr�—f Z 2016 Date: 2016 Date: 2016 Date: 8 -Z.+ 2016 Date: 25F -11 2016 EXHIBIT °A' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES — AP No. 408. 336 -02 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 17 OF TRACT NO. 2209, PER MAP RECORDED N BOOK 64, PAGES 25 AND 26 OF MISCELLANEOUS MAPS, N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION NORTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING A THE INTERSECTION OF ST. ANNE PLACE AND BRISTOL STREET, AS SAID INTERSECTION IS SHOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF ST. ANNE PLACE, NORTH 88 °13'46 "WEST, 159.86 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE, NORTH 1 °46' 14" EAST, 30.00 FEET, TO A POINT ON THE SOUTH LINE OF LOT 20 OF SAID TRACT, SAID POINT BEING ON A NON - TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 95.00 FEET, A RADIAL LINE OF SAID CURVE RUNNING THROUGH SAID PONT HAVING A BEARING OF SOUTH 20 °21'47" EAST, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE, NORTHEASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.09 FEET THROUGH A CENTRAL ANGLE OF 9 005'55" TO A POINT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE SOUTHERLY, WESTERLY, AND NORTHERLY, HAVING A RADIUS OF 43.00 FEET; THENCE, EASTERLY, SOUTHERLY, AND WESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 181.97 FEET THROUGH A CENTRAL ANGLE OF 24.2 027'52" TO A PONT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 95.00 FEET; THENCE, NORTHWESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.09 FEET THROUGH A CENTRAL ANGLE OF 9 005'55" TO A POINT N THE NORTH LINE OF SAID LOT 17, SAID POINT BEING THE TERMNUS OF THE LINE BEING DESCRIBED HEREIN. 25F -12 CONTAINING AN AREA OF 274 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ON CAnthony SEPTEMBER 24, 2015 ANTHONY C. CUOMO, PLS 6042 OF 25F -13 EXHIBIT "B" (First American) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow " means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as Is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and /or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25F -14 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free recording requested by TPIE CI "I'Y OF SANTA ANA PER GOVERNMENT CIODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCH, TAXFS 7C APPROVED AS TO COW BY ATTY. APPROVED BY DIRECTOR DESCIUP'PION WRuTEN BY DESCRIPTION CDECKED.O.K. A, P. NUMBER 408 - 336-02 RAW MAP NUMBER PROJECT NUMBER 1306 W. Saint Aline Place, Santa Ana, CA 92704 DEED MINIBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, AZUCENA ANTONIO SANTAMARIA, a single woman Does Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal; corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1306 W. Saint Anne Place, Santa Ana, CA 92704 described as follows: SEE EXHIBITS WAN D'A-1' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated: 'IL S AZUCENA ANTONIO SANTAMARIA, an individual 25F -15 EXHIBIT `A' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES — AP No. 408 - 336 -02 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 17 OF TRACT NO. 22C9, PER MAP RECORDED IN BOOK 64, PAGES 25 AND 26 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION NORTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING A THE INTERSECTION OF ST. ANNE PLACE AND BRISTOL STREET, AS SAID INTERSECTION IS SHOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF ST. ANNE PLACE, NORTH 88 013'46 "WEST, 159.86 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE, NORTH 1'46'14" EAST, 30.00 FEET, TO A POINT ON THE SOUTH LINE OF LOT 20 OF SAID TRACT, SAID POINT BEING ON A NON - TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 95.00 FEET, A RADIAL LINE OF SAID CURVE RUNNING THROUGH SAID POINT HAVING A BEARING OF SOUTH 20 021'47" EAST, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE, NORTHEASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.09 FEET THROUGH A CENTRAL ANGLE OF 9 005'55" TO A POINT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE SOUTHERLY, WESTERLY, AND NORTHERLY, HAVING A RADIUS OF 43.00 FEET; THENCE, EASTERLY, SOUTHERLY, AND WESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 181.97 FEET THROUGH A CENTRAL ANGLE OF 242'27'52" TO A POINT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 95.00 FEET; THENCE, NORTHWESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.09 FEET THROUGH A CENTRAL ANGLE OF 9 °05' 55" TO A POINT IN THE NORTH LINE OF SAID LOT 17, SAID POINT BEING THE TERMINUS OF THE LINE BEING DESCRIBED HEREIN. 25F -16 CONTAINING AN AREA OF 274 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART FIEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ONCrm%,xw�4u, SEPTEMBER 24, 2015 ANTHONY C. CUOMO, PLS 6042 L OF 25F -17 i A3ANns 1S �1SI�)g aa'sz 'ISN03 T N ",� I' It I- N 13° 59' 04" E RAD to C�1 1:X111S11 'A -1' 00 °0 0 0 U 0 N 4 F o y �4 M F. b/N M M 21' 47" E RAD FJ�Yy+ � O d ICI hJ C) O Y N � V O w v0 LU7 Ui tr)O J> II o) II CO n II II 7 y 00 J h �I NJ NJ NJ OJ � N U CL U U U u O i A3ANns 1S �1SI�)g aa'sz 'ISN03 T N ",� I' It I- N 13° 59' 04" E RAD to C�1 010 o U N N 4 F o y �4 F. R. R. C S200 21' 47" E RAD n ❑ VJ oa tT Ln 3 t � W co z D_ W Z Q f-- JI ,00 'OE 3 "b1 9b TON 1 25F -18 Co N 0 J S 10° 26' 27" E RAD n r P. R. C. ED N230 54' 14" E RAD F, Fla WWZ >0F °� to �O NE d HW u M 3! a J N u@% OY6 a z 0 a u w N ® o 0 IK NIU ionn a O Z< w CL N of Zu n A. b o ® N F I m u o W a Y ° N d z a �o Um n ® vn (n N Q hWN �w4LL laz W z °m z �w � w T N 4 i 0 N ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On _Wbefore me, _ 5t 7tS (7 %Z NO 7AZ)1 (Insert mine sued title of the o ioa1.) personally appeared Azucena Antonio Santamaria Name of Signer (I ) Name of Signer (Z) who proved to me on the basis of satisfactory evidence to be the personA whose nameare subscribed to the within instrument and acknowledged tome that ho0i they executed the same in his re their authorized capacity), and that by his 1e their signatureX on the instrument the person, or the entity upon behalf of which the perso 1 acted, executed the instrument, 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. �r haiturc of Notary Pubh 25F -19 JESUS ORTtZ COMM.82141901 Notary Publlo • CalMom12 =i m LOS ANGELES COUNTY A aMy Comm. Up, Feb. 9, 2020 (Seal) When recorded, please mail this instrument and tax statements to: Clerls of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE TIES LINE FOR RECORDER S USE CANOIIL 'PAX83 X APPROVHn TT. FOILY.HYATTY. APPROVED nIRECTOR 2BYDMCW TlkTIO N TIIN HY nESCRIPTION CHHCKGDO.K A.P. NUMBER 408 - 33602 NW NHMHLR NUMSIIR 1306 W. Saint Anne Place, Santa Ana, CA 92704 neen NunmPR TEMPORARY CONSTRUCTION EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, AZUCENA ANTONIO SANTAMARIA, a single woman ("GRANTOR"), Does hereby Grant to the CITY OF SANTA ANA, a charter City and municipal; corporation duly organized under the Constitution and laws of the State of California, (the GRANTEE, hereinafter referred to as "the CITY "), its successors and assigns, the exclusive right, on a temporary basis, to enter and utilize certain real property in the City of Santa Ana, County of Orange, State of California, which is described on Exhibit'C' (legal description) and depicted on Exhibit'C' (plat to accompany legal description), which are attached hereto and made a part hereof (the "Property "), upon the terms set forth below. 1. Purpose. This TEMPORARY CONSTRUCTION EASEMENT ( "TCE ") is for the purpose of constructing the Phase 4 of the Bristol Street Improvement Project between Warner Avenue and Saint Andrew Place ( "PROJECT"), a public project, and gives the CITY, its successors and assigns, the power to perform all activities necessary for the construction and completion of the Project, inclusive of ingress and egress, and necessary appurtenances thereto, on, over, and under GRANTOR's Property. 2. Term. GRANTOR agrees that the term of the TCE shall be for a period of 18 months, and shall Commence when the CITY issues a notice of commencement of construction to GRANTOR. Upon filing of the Notice of Completion of the PROJECT, the rights granted by this instrument shall automatically terminate and be of no further force and effect. 3. Release. For valuable consideration, as set forth in the Purchase and Sale Agreement for Acquisition of Real Property and Bilateral Escrow Instructions signed concurrently herewith, GRANTOR, and its successors, transferees and assigns, and each of them, hereby forever release and fully discharge the CITY and each of its predecessors and successors, and all of their officers, directors, members, employees, agents, contractors, assignees, and representatives, from any and all claims, demands, damages, causes of action, costs, and expenses (including, without limitation, experts' and attorneys' fees), that GRANTOR now, or in the future may have, of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, present or potential, foreseen or unforeseen, fixed or contingent, arising from or in any way connected with the construction or use of the PROJECT ( "Claim "), including, without limitation, any Claim suffered by reason of the theories of impairment of access, inverse condemnation, property damages, loss of income and /or goodwill, and relocation assistance pursuant to Federal and /or State law and implementing regulations or otherwise. GRANTOR understands and agrees that the release 25F -20 contained herein shall not be deemed or construed as an admission by the CITY of any liability of any kind to GRANTOR. 4. Special Provisions. The Special Provisions attached hereto as Exhibit `E' if any, are hereby incorporated, and made a part of this Agreement by this reference. In the event of any conflict or inconsistency between this Agreement and the Special Provisions, the terms of the Special Provisions shall prevail. 5. Miscellaneous. It is mutually stipulated and agreed by and between GRANTOR and the CITY hereto that this TCE contains the whole agreement between them as of this date and that any amendments or modifications thereto must be in writing and signed by the parties. The provisions of this TCE shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Executed this day of D O 20 ho AZUCENA ANTONIO SANTAMARIA, a single woman /900fe�aa 4q!&YLl S. Printed: Azucena Antonio Santamaria 25F -21 EXHIBIT'C' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES — AP No, 405- 336 -02 BEING A 5.00 FOOT STRIP, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, SAID STRIP BEING A PORTION OF LOT 17 OF TRACT NO. 2209, PER MAP RECORDED IN BOOK 64, PAGES 25 AND 26 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE NORTHERLY LINE OF SAID STRIP BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING A THE INTERSECTION OF ST. ANNE PLACE AND BRISTOL STREET, AS SAID INTERSECTION IS SHOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF ST. ANNE PLACE, NORTH 88 013'46 "WEST, 159.86 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE, NORTH 1046'14" EAST, 30.00 FEET, TO A POINT ON THE SOUTH LINE OF LOT 20 OF SAID TRACT, SAID POINT BEING ON A NON - TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 95.00 FEET, A RADIAL LINE OF SAID CURVE RUNNING THROUGH SAID POINT HAVING A BEARING OF SOUTH 20 °21'47" EAST, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE, NORTHEASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.09 FEET THROUGH A CENTRAL ANGLE OF 9 °05'55" TO A POINT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE SOUTHERLY, WESTERLY, AND NORTHERLY, HAVING A RADIUS OF 43.00 FEET; THENCE, EASTERLY, SOUTHERLY, AND WESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 181.97 FEET THROUGH A CENTRAL ANGLE OF 24.2 °27'52" TO A POINT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 95.00 FEET; THENCE, NORTHWESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.09 FEET THROUGH A CENTRAL ANGLE OF 9 °05'55" TO A POINT IN THE NORTH LINE OF SAID LOT 17, SAID POINT BEING THE TERMINUS OF THE LINE BEING DESCRIBED HEREIN. THE SOUTHERLY LINE OF SAID STRIP SHALL BE LENGTHENED OR SHORTENED TO TERMINATE EASTERLY IN THE EAST LINE OF SAID LOT 17 AND NORTHWESTERLY IN THE NORTH LINE OF SAID LOT 17. Page 1 of 2 25F -22 CONTAINING AN AREA OF 279 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY, THIS DESCRIP'T'ION HAS BEEN PREPARED BY ME ON rN.,2 E� 00NSEPTEMBER 24, 2015 �ANTHONY C. CUOMO, PLS 6042 A L, , _ OF Page 2 of 2 25F -23 nj It m 0 J N134 59' 04" E RAD to N a;naaxuxx u o° I N 010 00 co O 0 O O 00 O > F 99 z U-5 M CI ('') (1. co IJ V' JET JQ' 0 b /^, d' O YWl C g - Q Q— W "E RAD if 11 Qy�Jb� ry :a d Q b W O t0 4 a O (U e V I Z P 2 4 V M N .-. � II II 11 II p� fN � r u N N V N� p iU b S a P 5 F p tia m m m p� r„i J p u 3: W lid 11 < 11 'Q �' d qt's ! moz Wa B'® W }IL �± U 4' (A U U U CJ L) JWJK L A3Aans N 1S O1 L�j'1SN00 z o r _ _ u m N C W nj It m 0 J N134 59' 04" E RAD to N o° I N 010 O U N N N N N o w to h S20 °21'47 "E RAD cu Lj I _i 1 �I m n 0 � w co co z 00 '00 I 00 'OC 3 "b[ ,9b >TON I Lj 25F -24 co 1- S 100 25' 27" E RAD F- P, R, C. n N23° 54' 14" E RAD " 0 N EXHIBIT `E' SPECIAL PROVISIONS A. Construction Contract Work to be performed by the CITY It is understood and agreed by and between the parties hereto that the CITY's contractor will: • Either replace in kind or protect in place the site improvements which are within the described TCE area, For example, driveway, landscaping, irrigation system, etc, • Reconstruct wrought iron fencing • Remove three additional large pine trees, which are situated next to the pine tree that is within the fee take area, as requested by parcel owner at no charge to owner, B. Improvements to be acquired by the CITY It is understood and agreed by and between the parties hereto that payment rendered in the Purchase and Sale Agreement for Acquisition of Real Property and Bilateral Escrow Instructions, but is not limited to, payment for the following acquired improvements: • 90 square feet of concrete paving • 1 large pine tree • 10 small shrubs • 184 square feet of lawn 25F -25 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _ORANGE ) 2 On * =/01b__ _ beforeme, i� Uc Cil�7/ ® -A-y % (Insert name and title of lie officer) personally appeared Azucena Antonio Santamaria Name of Signer (1) Name or Signer (2) who proved to me on the basis of satisfactory evidence to be the person whose name ooarc subscribed to the within instrument and acknowledged to me that lit: ie hey executed the same in h t their authorized capacity Sj and that by hi <their signature,(.t�on the instrument the, persor or the entity upon be alf of which the persoracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. /t0 Signature ofN r y Public 25F -26 JESUS OitTIZ COMM. (121411101 C&1110"118 m OS ANGELES COUNTY a+ M Comm. Ex . F ®b. B, 20x0 (Seal) REQUEST FOR COUNCIL ACTION Cy111,i '(rI•PP[6310J,14=1I III I� "0-7-1111114 OCTOBER 4, 2016 CLERK OF COUNCIL USE ONLY: TITLE; APPROVED ❑ As Recommended DONATION TO SUPPORT MADISON PARK ❑ Or Amended ❑ Ordinance on 1ndRead g NEIGHBORHOOD ASSOCIATION'S WALK- i ❑ Ordinance on 2 Reading A -THON ❑ Implementing Resolution {STRATEGIC PLAN NO. 5,4) ❑ Set Public Hearing For,,_,,, CONTINUED TO PILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve a donation request from Madison Park Neighborhood Association for a one -time donation in the amount of $450. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Council Special Event Sponsorship Policy and guidelines for disbursement of discretionary funds. The resolution and policy outline eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Mayor Pro Tern Sarmiento recommends appropriating $450 to support Madison Park Neighborhood Association's Walk -a -thon that was held on Saturday, September 24, 2016, in response to their donation request (Exhibit 1). Upon approval of the donation request, funds in the amount of $450 will be appropriated to pay for related City staff fees associated with their event. These costs are outlined in the attached invoice (Exhibit 2). 29A -1 Donation to Support Madison Park Neighborhood Association's Walk -a -thon October 4, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability). FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are 17 General Non - Departmental account (01105015- 62300). The $450 Pro Tern Sarmiento's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director T� Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Invoice 29A -2 available in the FY 2016 - will be spent from Mayor '3 City of Santa Ana Donation Request City Manager's Office — M -31 20 Civic Center Plaza P.O, Box 1988 Santa Ana, CA 92702 (714) 647.5200 f Name: Madison Park Neighborhood Association Tax - Exempt Status: Is your organization a non - profit or public tax - exempt organization as Select One: j defined under Section 501(c)(3) of the Internal Revenue Code? � Yes F] No If No, you will only qualify for a credit for City - related costs for your request (l. e. permit fees, if staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if approved, credit may or may not cover full cost of requested City services. Tax IC City Services Credit I Amount Requested: $ 450 bate Needed: 9/24/16 Mayor /Councilmarn bar: Sarmiento (Direct Payment Amount sN /A .Event Date. '9/24/'16 Event Time: 8; ®dani - 1; ®®c� iY! Requested: p (Event location: 400 E Edinger Avenue, Santa Ana, CA 92707 Address, City, State, Zip IDescripdon of ;14th annual Madison Park Neighborhood Association Walk -a -thou, resource fair, '. Event l Purpose: and cultural festival Promoting health, physical activity, and cultural diversity Community Benefit: Applicant Signature: it w-- avwz ay 'Date: 9/26/16 • mss" Mail: City Manager's Off ice —M -31 Email: donationrequestLsanta- ana.org 20 Civic Center Plaza Fax: (714) 647 -6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request 'R: DR ' YE�be, e,res Mtw Ure(aeerf ��WS ��'+nx i vj tncj PJrl &- Eligibility Met: YES 1140 Appram =n AmoonI:. City Manager Signature: EXHIBIT 1 ne =r 29A -4 To: Commander Esparza Fram& Corporal Mark Bell Date: 9/28/2016 RW. MADISON PARK WALK- A -THON On 09 -24 -2016, Officer Cervantes and I worked the Walk -a i'hon event at Madison Park. We assisted with traffic control for the event as it went down several blocks in the ares, around the park. After the walk, we both placed our motorcycles in a static display allowing children to sit on them and take pictures with us as we both interacted with children and adults. Below are the times we worked the event. Corporal Bell Officer Cervantes 0900 -1100 hours 0900 -1300 hours Rate = $75.00 /hour x Rate = $75.00 /hour x 4 Total: 6 hours x $75.00 = $450.00 Charged to: Account # 01114420 - 61040 EXHIBIT 2 29A -5 29A -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: CONDITIONAL USE PERMIT NO. 2016 -31 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON- PREMISE CONSUMPTION FOR TIERRA BLANCA RESTAURANT LOCATED AT 1502 EAST FIRST STREET - MARIA DIAZ, APPLICANT {STRATEGIC PLAN NO. 3,2) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _•'+ _11 E As Recommended [] As Amended 0 Ordinance on 1" Reading 0 Ordinance on 2 I Reading E❑ Implementing Resolution © Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2016 -31. PLANNING COMMISSION ACTION At its regular meeting on September 12, 2016, by a vote of 6:0 (Gartner absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2016 -31 which approved the sale of alcoholic beverages for on- premise consumption at Tierra Blanca Restaurant at 1502 East First Street located in the General Commercial (C -2) zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). DISCUSSION Maria Diaz, representing Tierra Blanca Restaurant, is requesting approval of a conditional use permit (CUP) to upgrade an existing beer and wine license to include the sale of distilled spirits for on -site consumption at the existing restaurant located at 1502 East First Street. The subject site is a 1.5 acre parcel of land located on the south side of First Street and east of Grand Avenue. The site is currently developed with a 7,865 square foot restaurant building and 17,877 square foot two -story motel. Tierra Blanca Restaurant is a sit -down, casual eating establishment specializing in Mexican cuisine. The restaurant currently operates within a 4,268 square foot tenant area and contains an additional 3,597 square feet of basement area. The applicant has processed tenant improvements prior to the submittal of this application to modify the basement space. Previous to the improvements, the basement space was utilized for storage of dry goods and equipment; however, the building improvements now allow the basement to be used for customer occupancy. The restaurant's hours of operation are Monday to Thursday from 10:00 a.m. to midnight and Friday to Sunday from 9:00 a.m. to midnight. Full -sized site plans are available for public viewing in the Clerk of the Council Office. 31A-1 Conditional Use Permit No. 2016 -31 — Tierra Blanca Restaurant Alcoholic Beverages at 1502 East First Street October 4, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objectives #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. rive /11assan Haghafni, A1 6P Executive Director Planning & Building Agency 10: rb io \P Ian ning Commission \1502 E First StreetMP16 -31 Tierra Blanca Type 47.cc Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST O R Planning • • t • PLANNING COMMISSION MEETING DATE: SEPTEMBER 12, 2016 TITLE: PUBLIC HEARING — FILED BY MARIA DIAZ FOR CONDITIONAL USE PERMIT NO. 2016 -31 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON- PREMISE CONSUMPTION FOR TIERRA BLANCA RESTAURANT LOCATED AT 1502 EAST FIRST STREET (STRATEGIC PLAN NO. 3, 2) Prepared by Ivan Orozco Executive Director PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Adopt a resolution approving Conditional Use Permit No. 2016 -31. Request of Applicant n Planning Manager Maria Diaz, representing Tierra Blanca Restaurant, is requesting approval of a conditional use permit (CUP) to allow the sale of alcoholic beverages for on- premise consumption at an existing eating establishment located at 1502 East First Street. Establishments that sell alcoholic beverages require approval of a CUP pursuant to Section 41 -196 of the Santa Ana Municipal Code (SAMC). Proiect Location and Site Description The subject site is a 1.5 acre parcel of land located on the south side of First Street and east of Grand Avenue. The site is currently developed with a 7,865 square foot restaurant building and 17,877 square foot two -story motel. The General Plan land use designation for this property is General Commercial (GC). General Commercial land use districts provide highly visible and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services, such as this restaurant. The project is consistent with the General Plan land use designation. The site is located within the General Commercial (C2) zoning district. The C2 zoning district allows for commercial uses such as restaurants and hotels. The proposed project is consistent with the zoning for the site. Surrounding land uses include a mixture of commercial and residential to the north of First Street, office uses to the east and west, and a school use to the south (Exhibits 1, 2, and 3). EXHIBIT A 31A-3 Conditional Use Permit No. 2016 -31 September 12, 2016 Page 2 Project Description Tierra Blanca Restaurant currently offers a variety of beer and wine options. The applicant is proposing to upgrade their existing license to include distilled spirits to the list of ancillary alcoholic beverages sold with their food sales. This request would allow the restaurant to remain competitive with similar establishments and meet customer demands during the peak holiday season. The alcohol sales component is ancillary to the primary food use and is sold only in conjunction with a food purchase. The alcoholic beverages will be stored within a walk -in cooler at the rear of the restaurant within the enclosed kitchen area. The restaurant's hours of operation are Monday to Thursday from 10:00 a.m. to midnight and Friday to Sunday from 9.00 a.m. to midnight. No extension of business hours is proposed as part of this project. The site is currently in compliance with the City's development standards in regards to parking, landscaping and signage. The subject site was developed as a hotel and restaurant in 1963. The restaurant has offered a variety of cuisine options throughout the years. In April of 2009, Maria Diaz acquired the restaurant and began renovations of the existing facility. Tierra Blanca Restaurant is a full service restaurant that has provided alcoholic beverages to customers via approval of Conditional Use Permit No. 2009 -22. In an effort to compete with the neighboring restaurants in the area, Tierra Blanca has strived to provide dining options similar to other restaurants in the area, including alcohol as an ancillary amenity for patrons. The proposed addition of distilled spirits to the current sale of alcoholic beverages, which includes beer and wine, is intended to allow Tierra Blanca the ability to compete with other restaurants in the area that offer similar services. Tierra Blanca Restaurant is a sit -down, casual eating establishment specializing in Mexican cuisine. The restaurant currently operates within a 4,268 square foot tenant area and contains an additional 3,597 square feet of basement area. The applicant has processed tenant improvements prior to the submittal of this application to modify the basement space. Previous to the improvements, the basement space was utilized for storage of dry goods and equipment; however, the building improvements now allow the basement to be used for customer occupancy. Maximum occupancy listed for the restaurant is approximately 104 patrons for the first floor and 148 patrons in the basement area. No outdoor seating is provided or proposed. The basement area is currently being utilized for customer space and private dining events, in addition to the entertainment uses such as karaoke and live music. A banquet use is currently not proposed as the facility will not be available for sublease or rent to other operators. Tierra Blanca Restaurant is operating and received approval for a Category 4 Entertainment Permit No. 2014 -12 approved in 2014 (Exhibits 4 and 5). 31A-4 Conditional Use Permit No. 2016 -31 September 12, 2016 Page 3 Proiect Analvsis Conditional use permit requests are governed by Section 41 -638 of the SAMC. Conditional use permits may be granted when it can be shown that the proposed project will not adversely impact the community. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. The purpose of regulating establishments that sell alcoholic beverages is to set forth operating practices and procedures, and to minimize impacts to surrounding areas. Staff has reviewed the applicant's request to upgrade the on -sale license at this location. Since the proposed alcohol license is intended to provide an added amenity to the restaurant, and because the sale of alcoholic beverages will be ancillary to the primary use as an eating establishment, staff recommends approval of the proposed CUP. The proposed use will not be detrimental to the health, safety, and welfare of the community. Tierra Blanca is an established restaurant business with a history of service to the community and visitors of the City. The existing eating establishment and proposed alcoholic beverage service will enhance the economic viability of the area and create a more attractive tourist opportunity for visitors and residents in the community. The proposed CUP will be in compliance with all other regulations, including alcohol storage and display area set forth in Section 41- 196(x) of the SAMC. Further the site will be in compliance with all the operational standards set forth in Section 41- 196(g) of the SAMC, which govern the on- premises sale of alcoholic beverages (Exhibit 6). Finally, the proposed CUP will be consistent with several goals and policies of the General Plan, including Goal 2 of the Land Use Element, which encourages land uses that enhance the City's economic and fiscal viability, that mitigate any potential impacts, and are compatible with and supporting of surrounding land uses. Tierra Blanca proposes to provide an additional amenity as part of the restaurant operations, to serve guests and residents of the City, similar to the hotels in the immediate vicinity. Police Department Analysis The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For on -sale licenses, the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. 31A-5 Conditional Use Permit No. 2016 -31 September 12, 2016 Page 4 The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. The Police Department has reviewed the application and has noted that the restaurant is located within Reporting District No. 206, which ranks 7�h out of 102 Citywide Districts in total number of police- related incidents. This puts the restaurant in an area of the City considered above average in police - related incidents. The Police Department contends that the operational standards applicable to on- premise ABC licenses will mitigate any potential impacts to the surrounding community. Moreover, the proposed conditional use permit will also be consistent with similar ABC licenses for restaurants in the area. Therefore, the Santa Ana Police Department does not oppose the granting of a CUP to these businesses. Public Notification The project is located within the boundary of the Saddleback View Neighborhood Association and Is located adjacent to the Lyon Street Neighborhood Association. Staff contacted both neighborhood associations to ensure that they were notified of this project and to identify any areas of concern. The neighborhood representatives had no further comments regarding the proposed CUP at the time the staff report was prepared. The project site was also posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, has been received. CEQA Compliance In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer, wine, and spirits at a full - service restaurant within an existing structure. It has been found by the City's development review agencies that the use will not create any adverse impacts such as noise, traffic, or safety concerns. The cumulative impact of this project will not be significant as the use will be complimentary with the nearby commercial uses in the area. There is no reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use. Categorical Exemption Environmental Review No. 2016 -90 will be filed for this project. 31A-6 Conditional Use Permit No. 2016 -31 September 12, 2016 Page 5 Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No, 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2016 -31. Ivan 0rozco t Assistant Planner I IO:jm Io4Planning Commission \1502 P First Street=P1631 Tierra Blanca Type 47.pc Attachments: Exhibit 1 -- Vicinity Map Exhibit 2 — Location Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan Exhibit 6 — Operational Standards for On -Safe Establishments 31A-7 o M2 G i 50 -21 NI R1 NI R3 R7 0.R 4 o aR Sax P M2at Ri I rt Rl Rl MN at G M2, z M2 ,MI �_, . M cy CI ` p p irr P x, ^ ww M2 a Pura 5 . °t � a.a ..n x3 ru MI m P a x P'nv P Rl M2Mx4 +nr Y M2 � mL G`t``RZ f @ i Brs "'1 C2 �, c FlG F p2 R2 _ fl2 M2 Mi^xwr M2 MI rnl cx if [22 R2 �� I 5I ue � I�LI —J Rze-s P R2 NI �?2 Mb xm M C2 cx }y C2 _5 _ _ GxuPr CT. G2.inn G2 +mri Mi Ml tAlw M2 Mi R2 R2 R2 Iry R2 § Ml a r C2 C5 C21 IU P3 It9 R% vavur MT Mt Nll RJ ry1 R1 Ml Mt MY p/'� [ I.�L'�� _ — a Itl R3 R] R] &i Mt xMl Mt M2 �I'11VJL "`\.�r O B�R3 0 OHO C� M NT R3 R8 n] R] N2 M1 pl H3 N] I IV] RA y_ R RY M2 MI R1 � Nt RI — RI 0 Mi z R1 R1 SO-16 R7 R1 Ri R1 P m R4 3 M2 a RI al M2 RI m " g '� 2 = ml R1 R1 R1 R1 R1 'tl R7 aY Mt —_ 44 Rl R1 M1 MY Al G9 LAWOJ0LML1 OR COMMMALFSD IAL RI 9NGEFAMILYFIS172 IIAL. .8 PAWNGMODIFrAl ION GO 30\0NMEJTCH411TI m WFAMILYFISDENCE O:M CU1MSSOALSO MMAIN Mi UGHTINDUSIRAL fa MULTIR DmslYMu011 E Ot O MMUNIttIXNAMEROAL M2 HFAWINDUMAL FAMILYFMOMOE Cl-MO G. WCOMMBi7AUMMMD[W4CT MO MIUTAWOPWAMON9 M SUBUF@ANAM MWIS 02 GEdB+ALOMMBUAL 0 OPEN DACE FE RBUENRALE+TATE m OMlAIILHJ9NM P PRJP}MOML q) 9MFICOEV9.CPMB4T 01A UN MLBJ9NES&AW9MLAGt F7] IUNNI )C MUNIWDEVEOWM 9R m9cpIAN G PLANtJ®9WPRNGGBJT6e PFD FLANNm%SD9WALDBhECPMB 05 ARTERALCCMMBdUAL CUP 2016 -31 -ABC TIERRA BLANCA ABC 1502 EAST FIRST STREET - — =5W FffT 1000 FET P L A N N I N G A N D B U I L D I N G A G E N C Y EXHIBIT 1 VICINITY MAP 31A-8 HH U R C I _ w_ 3RD STREET v I CL :. > z ESI ENCE >- J � (1 w '� W y (1 10 > 2ND STREET w wW io M E R C L 1ST STREET wprm S T T E Ln affl m M M R C A L COMM. �G `2 G fi S C H O O L C H U R C H CHU CW .F. . " 1 • A A TIERRA BLANCA ABC �1 •' 1502 EAST FIRST STREET P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-9 Storage ' 1 1 o i Irr IF III x v. 1 h 1 i Y_1 � 1 1 - r ,j t , F t .. ! 1 . I )I Et FIRST FLOOR PLAN I� M SrAm M`3 do W, I EXHIBIT 5 31A-12 a w l4ttkw.sssx , C..nnsUaa 0 Sec. 41.196. Establishments selling alcoholic beverages. Operational standards for on -sale establishments. The following operational standards shall be included as informational conditions In the conditions of approval for the conditional use permit required pursuant to Section 41 -196 1, The premises shall at all times be maintained as a bona -fide eating establishment as defined in Section 23038 of the California Business and Professions code and shall provide a menu containing an assortment of foods normally offered. The premises must have suitable kitchen facilities and supply an assortment of foods commonly ordered at various hours of the day. Full and complete meals must be served whenever the privileges of the on -sale license are being exercised. 2. There shall be no fixed bar or lounge area upon the premises maintained for the sole purpose of sales, service or consumption of alcoholic beverages directly to patrons. A fixed bar or lounge may be permitted if patrons may order food being offered to the general patrons of the eating establishment. 3. The sales, service, and consumption of alcoholic beverages shall be permitted only between the hours of 8:00 a.m. and 12:00 a.m. unless otherwise amended by the granting of a conditional use permit for after -hours operations pursuant to Santa Ana Municipal Code Chapter 41, 4. It shall be the applicant's responsibility to ensure that no alcoholic beverages are consumed on any property adjacent to the licensed premises under the control of the applicant, with the exception of any enclosed patio areas. 5. The applicant or an employee of the licensee must be present to monitor all areas of the establishment, including outdoor patios, during all times that alcoholic beverages are being served or consumed. 6. All employees serving alcoholic beverages must complete Responsible Beverage Service Training, or an equivalent approved by the State Department of Alcoholic Beverage Control, prior to being able to serve alcoholic beverages to patrons. Evidence of the completion of such training must be maintained on the premises and available for inspection upon request by the City. 7, During those times when patrons are restricted to 21 years of age or older, the applicant shall at all times utilize an age verification means or device for all purchases of alcoholic beverages. Such verification of age is not intended to discriminate against patrons based on race, ethnicity or legal status, but only to comply with state law restricting the sale of alcohol to those 21 and older. 8. Queuing lines shall be managed in an orderly manner and all disruptive and/or Intoxicated patrons shall be denied entry. The business owner, or his designee, shall be responsible for monitoring the queuing lines at all times. EXHIBIT 6 1 of 4 31A -13 The outdoor queuing line shall not block public walkways or obstruct the entry or exit doors of adjacent businesses. Stanchions or barriers must be used to maintain order at all times the queue exceeds 25 patrons. All stanchions or barriers located on public property must be approved by the Public Works Agency. 10. Employees and contract security personnel shall not consume any alcoholic beverages during their work shift, except for product sampling for purposes of employee education about new products. Under no circumstances may contract security personnel consume alcoholic beverages during their work shift. 11. There shall be no exterior advertising of any kind or type, including window signs or other signs visible from outside, that promote or indicate the availability of alcoholic beverages on the premises. Interior displays of alcoholic beverages or signs, which are clearly visible to the exterior, shall constitute a violation of this condition. Permissible window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. Floor displays shall not exceed three feet in height. 12. There shall be no promotions encouraging intoxication or drinking contests or advertisements indicating "buy one drink, get one free', "two for the price of one ", or "all you can drink for..." or similar language. 13. Any pool tables, amusement machines or video games maintained on the premises at any time must be reviewed and approved in a security plan submitted to the Chief of Police. 14. Live Entertainment, including but not limited to, amplified music; karaoke, performers and dancing, shall be subject to the issuance of an entertainment permit pursuant to Santa Ana Municipal Code ( "SAMC ") Chapter 11 — Entertainment, and shall comply with all of the standards contained therein. Notwithstanding this requirement, music /noise shall not be audible beyond 20 feet from the exterior of the premises in any direction. 15. Neither the applicant, nor any person or entity operating the premises with the permission of the applicant, shall violate the City's adult entertainment ordinance contained in SAMC Section 12 -1 and 12 -2. 16. The premises shall not be operated as an adult entertainment business as such term is defined in SAMC Section 41- 1701.6. 17. The applicant(s) shall be responsible for maintaining free of litter the area adjacent to the premises under the control of the licensee. 18. There shall be no public telephones located on the exterior of the premises. All interior pay phones must be designed to allow outgoing calls only. 2of4 31A -14 19. Any graffiti painted or marked upon the premises or on any adjacent area under the control of the licensee(s) shall be removed or painted within 24 hours of being applied. 20. Existing bona fide eating establishment and required parking must conform to the provisions of Chapter 8, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. Prior to issuance of Letter of Approval to the Alcohol Beverage Control Board, this condition must be complied with. 21. A timed - access cash controller or drop safe must be installed. 22. Install a silent armed robbery alarm. 23. The owner or manager of the licensed premises shall maintain on the premises a written security policy and procedures manual that has been approved by the Police Department, addressing at a minimum the following items: a. Procedures for handling obviously intoxicated persons. b. The method for establishing a reasonable ratio of employees to patrons, based upon activity level, in order to ensure adequate staffing levels to monitor beverage sales and patron behavior. C. Procedures for handling patrons involved in fighting, arguing or loitering about the building, and /or in the immediate adjacent area that is owned, leased, rented or used under agreement by the Licensee(s). d. Procedures for verifying the age of patrons for purposes of alcohol sales. e. Procedures for ensuring that servers monitor patrons to ensure that their drinking limit/potential intoxication is not exceeded. This procedure should include a description of the procedure the server would use to warn, or refuse to serve, the patron. Procedures for calling the police regarding observed or reported criminal activity. Procedures for management of queuing lines. h. The location and description of any video games proposed to be on the premises. 3 of 4 31A-15 24. The operator shall be responsible for submitting a detailed outdoor fencing and dining plan where outdoor dining is proposed as part of the business operation. if the proposed dining area or fencing is in the public right of way, the applicant must obtain all required permits and approvals from the Public Works Agency. 25. Combined alcohol storage and display areas shall not exceed five percent (5 %) of the gross floor area of the licensed establishment. 4of4 31A -16 LS 9.12.18 `I�7��jrCl7i•��£lI►liTi[:�:�:1 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO, 2016 -31 TO ALLOW THE ON- PREMISE CONSUMPTION OF ALCOHOLIC BEVERAGES AT TIERRA BLANCA RESTAURANT LOCATED AT 1502 EAST FIRST STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2016 -31 to upgrade an existing on- premise Alcoholic Beverage Control (ABC) license for the property located at 1502 East First Street, B. Santa Ana Municipal Code Section 41 -196 requires a conditional use permit for the sale of alcoholic beverages for on -site consumption of beer, wine and distilled spirits that is ancillary to the primary restaurant use. C. On September 12, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -31. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -638, have been established for Conditional Use Permit No. 2016 -31 to allow for the on- premise ABC license: 1. That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or the community. The proposed on- premise ABC license will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase a variety of alcoholic beverages with their food, This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. Standards are applicable to the alcoholic beverage control license which will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. Resolution No. 2616 -XX Page 1 of 4 31A -17 2. That the proposed use under the circumstances of the particular case will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed on- premise ABC license for the on -sale consumption of beer, wine and distilled spirits at this location will not be detrimental to persons residing or working in the vicinity because operational standards to the alcoholic beverage control license will mitigate any potential negative or adverse impacts created by the use. This is primarily a restaurant use and the addition of alcohol will be ancillary to the main use. Finally, the sale of alcohol in the restaurant is intended to be incidental to the primary use as an eating establishment and will occur within the premises, All health codes and regulations will be followed, in addition to employee training programs focused on security, alcohol responsibility, and preventing the sale of alcoholic beverages to minors, which ensure that the alcohol sales are handled in a responsible manner. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed on- premise ABC license will not adversely affect the present economic stability or future economic development of the properties surrounding the area. Conversely, the ABC license will enhance the economic viability of the area and create a more attractive tourist opportunity for visitors and residents in the community. Moreover, the offering of alcoholic beverages will allow Tierra Blanca Restaurant, a small business, to remain economically viable and contributes to the overall success of the East First Street Corridor. 4. That the proposed use shall comply with the regulations and conditions specified in Chapter 41 for such use. The proposed alcohol license will be in compliance with all applicable regulations and operation standards found in Chapter 41 of the Santa Ana Municipal Code, including alcohol storage and display area set forth in Section 41- 196(c). Operation standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive nuisance. The facility will be maintained as a full- service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods commonly Resolution No. 2016 -XX Page 2 of 4 31A -18 ordered at various hours of the day. Additionally, the restaurant will utilize less than five (5 %) percent of the gross floor area for the display and storage of alcoholic beverages, which is the maximum threshold established by the Santa Ana Municipal Code. 5. That the proposed use will not adversely affect the General Plan or any specific plan of the City. The proposed ABC license will not adversely affect the General Plan. Restaurants that offer food and alcoholic beverages are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with several goals and policies of the General Plan, including Goal 2 of the Land Use Element, which promotes land uses that enhance the City's economic and fiscal viability and that mitigate any potential impacts such as loitering, disturbing the peace, graffiti and other crimes that impact surrounding businesses. Furthermore, the project is consistent with Policy 2.2 of the Land Use Element, which encourages land uses that accommodate the City's needs for goods and services. The granting of this application is also consistent with Policy 5.5 of the Land Use Element of the General Plan, which encourages projects that are compatible with and supporting of surrounding land uses. Tierra Blanca Restaurant is located in a commercial area and its operations will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer, wine, and spirits at a full- service restaurant within an existing structure. It has been found by the City's development review agencies that the use will not create any adverse Impacts such as noise, traffic, or safety concerns. The cumulative impact of this project will not be significant as the use will be complimentary with the nearby commercial uses in the area. There is no reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use. Categorical Exemption Environmental Review No. 2016 -90 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, Resolution No. 2016 -XX 31A -19 Page 3 of 4 claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2016 -31. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated September 12, 2016, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 12th day of September, 2016 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Lynnette Verino Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -XX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 12, 2016. Date: Acting Recording Secretary City of Santa Ana 31A-20 Resolution No. 2016 -XX Pace 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: RESOLUTION TO SUPPORT THE SMITHSONIAN AMERICAN LATINO MUSEUM AND DESIGNATE THE ARTS & INDUSTRIES BUILDING {STRATEGIC PLAN NO. 5,5) r c CITY MANAGER RECOMMENDED ACTION CLERIC OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a Resolution of the City Council in support of House of Representatives 6001 and Senate 3314 to establish the Smithsonian American Latino Museum and Designate the Arts and Industries Building as its future location in Washington, D.C. DISCUSSION At the September 20, 2016 City Council meeting, Councilmember Roman Reyna and Councilmember Benavides presented item 85A directing staff to develop a Resolution in support of H.R. 6001 and S. 3314 to establish the Smithsonian American Latino Museum and Designate the Arts and Industries Building as its future location in Washington, D.C. City of Santa Ana desires to support the establishment of the proposed National Museum on the National Mall in Washington, D.C., among the other landmark Smithsonian Institutions, to highlight the history, contributions and successes of the Latino community, the largest demographic minority population in the United States Council adoption of this Resolution is required to finalize said Resolution (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (promote strong arts and culture infrastructure). FISCAL IMPACT No fiscal impacts associated with this item. EXHIBIT: 1. Resolution 55A -1 55A -2 Jmf 9/22/16 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA IN SUPPORT OF H.R. 6001 AND S. 3314 TO ESTABLISH THE SMITHSONIAN AMERICAN LATINO MUSEUM AND DESIGNATE THE ARTS AND INDUSTRIES BUILDING AS ITS FUTURE LOCATION IN WASHINGTON, D.C. WHEREAS, the United States House of Representatives and Senate introduced in September 2016 H.R. 6001 and S. 3314; and WHEREAS, these companion bills, H.R. 6001 and S. 3314, seek to establish within the Smithsonian Institution the Smithsonian American Latina Museum; and WHEREAS, these companion bills would designate the Arts and Industries Building on the National Mall in Washington, D.C. as the future location for the Smithsonian American Latina Museum and begin a planning period to identify viable fundraising and construction models for the construction and operation of the Museum; and WHEREAS, the City of Santa Ana's commitment to the arts, to the principles of diversity, and to building a more inclusive community recognizes and appreciates that the Latino community is vital to American life, art, culture, and industry as well as our neighborhoods and communities; and WHEREAS, the City of Santa Ana desires to support the establishment of the proposed National Museum on the National Mall in Washington, D.C., among the other landmark Smithsonian Institutions, to highlight the history, contributions and successes of the Latino community, the largest demographic minority population in the United States; and WHEREAS, the City of Santa Ana wishes to encourage the creation of a Smithsonian American Latino Museum, through its support of H.R. 6001 and S, 3314, to honor Latinos and their significant contributions to our culture and society; and WHEREAS, the City of Santa Ana's support will add impetus to Congress' effort, and also help the City to be seen as active in matters of cultural affairs at the local and national level. NOW, THEREFORE, be it resolved by the City Council of the City of Santa Ana Section 1. The City Council endorses and offers its support of H.R. 6001 and S. 3314, proposed federal legislation that would establish a National Smithsonian American Latino Museum and designate the Arts and Industries Building as its future location in Washington, D.C. Resolution No. 2016 -XXX 55A -3 Page 1 of 2 Section 2. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 4th day of October, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: J M. Funk Assistant City Attorney AYES: Councilmembers NOES Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on October 4, 2016, Date: Clerk of the Council City of Santa Ana Resolution No. 2016 -XXX 55A -4 Wage 2 of 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: AGREEMENTS FOR SALES AND USE TAX & UTILITY USERS' TAX COMPLIANCE, AUDITING AND CONSULTING SERVICES (STRATEGIC PLAN NO. 4,2A) 1 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _--:• ID, ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2ntl 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 MuniServices, LLC for Sales and Use Tax Revenue Auditing services for an initial one - year term beginning January 1, 2017 through December 31, 2017, for an amount not to exceed $10,000, plus 15% of recovered revenues over the life of the initial agreement with a provision for one six -month extension exercisable by the City Manager and the City Attorney, in an amount not to exceed 15% of recovered revenues subject to non - substantive changes approved by the City Manager and the City Attorney. 2) Adopt a Resolution authorizing the release of information to MuniServices from the State Board of Equalization in connection with the auditing of Sales and Use Tax making certain determinations relating thereto and authorizing certain actions in connection therewith. 3) Authorize the City Manager and Clerk of the Council to execute an agreement with MuniServices, LLC for Utility Users' Tax and Mobil Telephony Services Auditing services for an initial two -year term beginning January 1, 2017 through December 31, 2018, for an amount not to exceed 0.6% of the total UUT taxes received for the most recent fiscal year by the City or a minimum fee of $15,000 over the life of the initial agreement with a provision for one one -year extension exercisable by the City Manager and the City Attorney, subject to non - substantive changes approved by the City Manager and the City Attorney. 4) Adopt a Resolution authorizing the release of information to MuniServices from the State Board of Equalization in connection with the auditing of Utility Users' Tax and Mobil Telephony Services making certain determinations relating thereto and authorizing certain actions in connection therewith. 55B -1 Agreements with MuniServices For Sales And Use Tax & Utility Users' Tax Compliance, Auditing And Consulting October 4, 2016 Page 2 BACKGROUND Staff has developed a phased approach in selecting and presenting for City Council' consideration the auditing services for the City's top General Fund revenue sources. On September 20, 2016, the City Council approved Macias Gini & O'Connell, LLP (MGO's) agreement for Medical Marijuana Auditing Services. Staff is presenting today for Council consideration the awarding of auditing services in connection with the Sales and Use Tax along with the Utility Users' Tax (UUT), which has been a service the City has maintained. The final consideration is for a new service, which will enhance the City's ability to forecast and ensure compliance with Property Tax and Hotel Visitors' Tax regulations. Staff will present for Council consideration the awarding of auditing services for the Secured and Unsecured Property Tax and the Hotel Visitors' Tax on October 18, 2016. DISCUSSION The Sales and Use Tax and UUT represent approximately 32% of the City's total General Fund revenue. Sales Tax is levied upon the retailers who sell tangible property in the State of California. The Tax is measured by gross receipts from retail sales at an 8% rate. The distribution of the statewide tax is as follows: 7% to other governmental agencies including the State, County and others and 1 % is allocated to the City of Santa Ana. A Use Tax complements the Sales Tax and is imposed on the storage, use, or other consumption of tangible personal property purchased from any out -of -state retailer. The Use tax is measured by the sales price of the property and the rate is the same for both, the Sales Tax and the Use Tax. The UUT is imposed on every individual and corporation using a utility within the City. Utilities subject to the tax include electric, gas, water, telephone, cellular and international calls. The current tax rate is 5.5 %. On January 2014, the City Council unanimously voted to modernize and reduce the UUT's rate from 6.0% to 5.5% and was subsequently approved by the voters in November of 2014. Currently, MuniServices provides the City with Sales & Use Tax and UUT compliance, auditing, consulting services and the Sales Tax Analysis Reporting System (STARS) software application; however, the current agreement will lapse at the end of this calendar year. As such, on February 11, 2016 a Request for Proposals (RFP No. 16 -022) for Revenue Auditing, Recovery, Reporting, Analysis, and Legislative /State Agency Liaison and Implementation Monitoring services for Sales and Use Tax and UUT was released and posted on the City's online bid management and publication system. Two proposals for the Sales and Use Tax component were received. They were subsequently reviewed by a three - member committee comprised of staff from Finance & Management Services Agency and the Community Development Agency. For the UUT component, only one proposal was received. 55B -2 Agreements with MuniServices For Sales And Use Tax & Utility Users' Tax Compliance, Auditing And Consulting Services October 4, 2016 Page 3 As a result, each of the responding consultants were interviewed and evaluated based on the following criteria:1) qualifications; 2) experience; 3) proposed scope of services and time of performance; 4) client references, and; 5) cost of providing services. The proposals were ranked accordingly, as follows: Sales and Use Tax Rank Firm Average Score out of 100) 1 MuniServices, LLC 95 2 Hinderliter, de Llamas & Associates 90 The proposals submitted by MuniServices for the Sales & Use Tax component were found to be most responsive to the City's needs, offers the best value, and is appropriate for the services requested. MuniServices strong qualifications, experience and client references as well as an appropriate proposed scope of services and time of performance will provide a flexible and cost - effective auditing program. MuniServices staff has extensive experience in implementing Sales and Use Tax audit programs and in providing consulting services for comparable cities, including the California cities of San Jose, Sacramento, Los Angeles, San Diego, and Anaheim, among others. MuniServices' proposal was the only proposal submitted for the UUT component of the RFP. Therefore, MuniServices was selected to provide the compliance, auditing and consulting services for the UUT. As part of the submitted Sales and Use Tax proposal and agreed terms for the auditing services, MuniServices will provide the following services: 1. Audit and recovery services of unreported, underreported and misallocation of Sales and Use Tax as well as correction of reporting errors and corrections through the appeals process. 2. Comprehensive reporting and analytics including economic dashboards, ad hoc reporting and increased data mining and integration. 3. Monitor and analyze the State Board of Equalization's quarterly distribution reports. 4. Legislative services and analysis regarding pertinent Sales and Use Tax legislation and regulations and state agency liaison and implementation monitoring. 5. Sales and Use Tax and UUT web -based software application, which will enable staff to access the City's Sales and Use Tax and UUT data and be able to extract, analyze, and utilize the available data. 55B -3 Agreements with MuniServices For Sales And Use Tax & Utility Users' Tax Compliance, Auditing And Consulting October 4, 2016 Page 4 6. Assist in the development of a multi -year Sales and Use Tax revenue forecast model. 7. Ongoing consultation on all aspects of the auditing, compliance and consulting services. As part of the submitted UUT proposal and agreed terms for the auditing services, MuniServices will provide the following services: 1. UUT application review, as well as payment review and comparative analyses of UUT payments. 2. Detection of new telecom and video service providers along with identification of new non -core gas and direct access electric customers, as well as third party providers, and take appropriate steps to assure that the UUT is being applied to commodity purchases. 3. UUT payment history detailing the City's UUT payments by provider and utility category. 4. Annual UUT report outlining the year's activities in review, year -to -date comparison charts and revenue generated from compliance activities. 5. Assist in the development of a multi -year UUT revenue forecast model. 6. Legislative services and analysis regarding pertinent UUT (including Prepaid Mobile Telephony UUT) legislation and regulations and state agency liaison and implementation monitoring. 7. Ongoing consultation on all aspects of the auditing, compliance and consulting services. The reports, analysis and information derived from both audit programs can be used for budget planning, revenue forecasting, trend analysis, economic development analysis and other projects requiring Sales and Use Tax/UUT revenue statistics to assist in analyzing the City's economic base. Additionally, the services that MuniServices will render ensures compliance with tax regulations, provides early indications of trends in the economy, as well as ensures that the revenues generated within city boundaries are properly allocated, assigned and remitted to the City of Santa Ana. 55B -4 Agreements with MuniServices For Sales And Compliance, Auditing And Consulting Services October 4, 2016 Page 5 STRATEGIC PLAN ALIGNMENT Use Tax & Utility Users' Tax Approval of this item allows the City to meet Goal #4 - (provide a reliable five -year financial forecast that ensure s the strategic plan), Strategy A (adopt a budget that is in forecast and strategic plan). FISCAL IMPACT Sales and Use Tax City Financial Stability, Objective #2 financial stability in accordance with alignment with the five -year financial The fees for the services that MuniServices will render are available in the General Fund Sales Tax account (01102002- 50020).The fees will not exceed $10,000 annually for the STARS application, plus 15% of recovered revenues. As a note, the new auditing fees were reduced from 20% of recovered revenues to 15% of recovered revenues and the STARS application cost was reduced from $12,000 to $10,000. Payments made to MuniServices will be recognized when the fees related to MuniServices auditing and reporting activities are incurred. Utility Users' Tax The fees for the services that MuniServices will render are available in the General Fund UUT accounts (01102002 -50031 through 01102002 - 50035). The fees will not exceed 0.6% of the total UUT taxes received for the most recent fiscal year by the City (excluding UUT revenues derived from sewer, water and trash) or a minimum fee of $15,000. For the first year of the agreement, the City will provide the actual UUT payments received for fiscal year ending June 30. This will be the basis for the first year UUT Program fees. In subsequent years, MuniServices will calculate the fee based on the actual remittance notices received for the most recent fiscal year. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. Sales & Use Tax Agreement 2. Sales & Use Tax Resolution U114AUTIM 3. Utility Users' Tax Agreement 4. Utility Users' Tax Resolution 55B -5 55B -6 EXHIBIT 1 Consultant Services Agreement This Consultant Services Agreement (the "Agreement') is made as of the 4th day of October, 2016 by and between MunServices, LLC, a Delaware limited liability company ( "CONSULTANT ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "CITY'). In consideration of the mutual promises herein contained and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: RECITALS A. The CITY desires to retain a consultant having special skill and knowledge in the field of professional services for Sales and Use Tax Recovery, Reporting, Analysis, and Legislative /State Agency Liaison and Implementation Monitoring Services as specified herein. B. In undertaking the performance of this Agreement, CONSULTANT represents that it possesses the necessary knowledge, qualifications, skills and personnel to provide such services. CONSULTANT warrants that any services performed by CONSULTANT under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: CITY hereby retains CONSULTANT, and CONSULTANT hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and conditions of this Agreement, and represents and warrants to CITY that CONSULTANT accepts such assignment to perform those services, subJect to those terms and conditions. 1. Scope of Services a. CONSULTANT will provide CITY with the services described in EXHIBITS A and C which are attached hereto and incorporated by reference. CONSULTANT shall provide said services at the time, place, and in the manner specified in EXHIBITS A and C. b. CONSULTANT shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. Compensation Upon execution of this Agreement, CITY will pay CONSULTANT as outlined in EXHIBITS B and D, incorporated and included herein. Payment by CITY shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures and proof of insurance as set forth in section 3 -9. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. 3. General Provisions 3.1. Term of the Agreement: The initial term for the provision of services for this Agreement shall be for a period of one (1) year beginning January 1, 2017, with one six -month option exercisable in the sole discretion of the CITY, in a writing executed by the City Manager and the City Attorney, if neither party has terminated said Agreement in accordance with section 3 -2. I 55B -7 3 -2. Termination. Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing sixty (60) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. in the event that such cure is not made, this Agreement shall terminate in accordance with the initial sixty (60) days' notice. Notwithstanding the foregoing, either party may terminate the Agreement at any time and for any reason by providing thirty -days (30) written notice to the other party pursuant to Section 2 of this Agreement; provided however, that if CONSULTANT has not breached the Agreement and has commenced services identified in EXHIBIT A prior to the date of termination, CONSULTANT shall be entitled to payment as described in EXHIBIT B; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 3 -3. Effect of Termination: Notwithstanding non - renewal or termination of this Agreement, CITY shall be obligated to pay CONSULTANT for services performed through the effective date of termination for which CONSULTANT has not been previously paid, provided CONSULTANT has not breached the Agreement. In addition, because the services performed by CONSULTANT prior to termination or non - renewal of this Agreement may result in the CITY's receipt of revenue after termination which are subject to CONSULTANT' fee, the CITY shall remain obligated after termination or non - renewal to provide to CONSULTANT such information as is necessary for CONSULTANT to calculate compensation due as a result of the receipt of revenue by the CITY. 3 -4. Independent Contractor: It is understood that CONSULTANT and its subcontractors, if any, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the CITY. CITY understands that CONSULTANT may perform similar services for others during the term of this Agreement and agrees that CONSULTANT representation of other government sector clients is not a conflict of interest. CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. 3.5. Subcontractors: CONSULTANT shall have the right to hire subcontractors to provide the services described herein. CONSULTANT, in rendering performance under this Agreement shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. CONSULTANT shall be solely responsible for and shall hold CITY harmless from any and all claims for any employee related fees and costs including without limitation employee insurance, employment taxes, workman's compensation, withholding taxes or income taxes, 3 -6. Notice: Any notice required to be given under this Agreement shall be in writing and either served personally, sent prepaid first class mail, or by express mail courier (i.e. FedEx, UPS, etc.). Any such notice shall be addressed to the other party at the address set forth below. All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent overnight delivery. IF TO CITY: City of Santa Ana Finance & Management Services Attn: Francisco Gutierrez Director of Finance 20 Civic Center Plaza (M -17) Santa Ana, CA 92701 Phone: (714) 647 -6960 Facsimile: (714) (714) 647 -5414 55B -8 IF TO CONSULTANT: MuniServices, LLC Attn: Contract Department 7625 N. Palm Ave., Ste. 108 Fresno, CA 93711 Phone: (559) 271 -6852 Facsimile: (559) 312 -2852 Email: IegalPQ mun1seryices Cam Representative or designees: CONSULTANT Primary Representative /Project Manager shall be: Julia Erdkamp, Client Services Manager 7625 N. Palm Ave., Ste. 108, Fresno, CA 93711 Phone: (559) 276 -2901 / Email: Julia.Erdkamp(a MuniServices,com For the convenience of the CITY, a short list of helpful contacts is attached and incorporated herein as EXHIBIT E. Representative or designees: City of Santa Ana's Primary Representative /Project Manager shall be: Willard Holt, Treasury and Customer Services Manager 20 Civic Center Plaza, Room 1105, Santa Ana, CA 92701 Phone: (714) 647 -5456 / Email: wholt(a Santa- ana.orq 3.7. Indemnity: CONSULTANT shall indemnify, defend, and hold harmless the CITY, its officers, agents, and employees, from and against any and all claims, liabilities, and losses whatsoever (including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees) to extent occurring or resulting from CONSULTANT'S negligent or unlawful performance of its obligations under or breach of the terms of this Agreement, unless such claims, liabilities, or losses arise out of, or are caused at least in part by the sole negligence or willful misconduct of the CITY. "CONSULTANT'S performance" includes CONSULTANT'S action or inaction and the action or inaction of CONSULTANT'S officers, employees, agents and subcontractors. 3 -8. Limitation of Liability: In no event shall CONSULTANT, its employees, contractors, directors, affiliates and /or agents be liable for any special, incidental, or consequential damages, such as, but not limited to, delay, lost data, disruption, and loss of anticipated profits or revenue arising from or related to the services, whether liability is asserted in contract or tort, and whether or not CONSULTANT has been advised of the possibility of any such loss or damage. In addition, CONSULTANT'S total liability hereunder, including reasonable attorneys' fees and costs, shall in no event exceed an amount equal to the fees described in EXHIBIT B, except as otherwise provided for in Section 7 of this Agreement. The foregoing sets forth the CITY'S exclusive remedy for claims arising from or out of this Agreement. The provisions of this section allocate the risks between CONSULTANT and the CITY and CONSULTANT'S pricing reflects the allocation of risk and limitation of liability specified herein, 3 -9. Insurance: CONSULTANT shall keep in full force and effect insurance coverage during the term of this Agreement, including without limitation statutory workers' compensation insurance; employer's liability and commercial general liability insurance (CGL); comprehensive automobile liability insurance; professional liability and fidelity insurance. The insurance certificate shall name the City, its agents, officers, servants and employees as additional insureds under the CGL policy with respect to the operations and work performed by the named insured as required by written contract. The General Liability policy is Primary & Non - Contributory. Waiver of Subrogation applies under the General Liability and Workers' Compensation policies. The CGL insurance minimum coverage shall be at least $1,000,000 per incident, claim or occurrence and $2,000,000 aggregate. The Automobile Liability insurance minimum coverage shall be at least $1,000,000 covering all owned, non - owned, and hired vehicles. The certificate shall provide that there will be no cancellation, termination, or non - renewal of the insurance coverage without a minimum 30 -day written notice to the CITY, except in the case of cancellation for non - payment of premium which shall be at least 10 -days written notice. CONSULTANT shall supply CITY with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit F upon execution of this Agreement and shall be approved in form by the CITY Attorney. 3 55B -9 3 -10. E,gual, Opportunity to Daft: The parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language, 3 -11. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties, their successors, representatives and assigns, CONSULTANT shall not assign this Agreement, or delegate its duties or obligations under this Agreement, without the prior written consent of CITY, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, CONSULTANT may assign this Agreement, in whole or in part, without the consent of CITY to any corporation or entity into which or with which CONSULTANT has merged or consolidated; any parent, subsidiary, successor or affiliated corporation of CONSULTANT; or any corporation or entity which acquires all or substantially all of the assets of CONSULTANT. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. 3 -12. Ownership of Documents: Except for CONSULTANT preexisting proprietary information and processes, any and all documents, including draft documents where completed documents are unavailable, or materials prepared or caused to be prepared by CONSULTANT pursuant to this agreement shall be the property of the CITY at the moment of their completed preparation, 3 -13. Intellectual Property Rights: The entire right, title and interest in and to CONSULTANT'S database and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created in the course of this Agreement (collectively, the "Work Product ") shall vest exclusively in CONSULTANT or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data provided to CONSULTANT be deemed included within the Work Product. 3.14. Discrimination: CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3 -15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further 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, 3.16. Professional Licenses: CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the CITY of Santa Ana and all other governmental agencies, CONSULTANT shall notify the CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 3 -17. Public Release and Statements: Neither party or its representatives or agents shall disseminate any oral or written advertisement, endorsement or other marketing material relating to each other's activities under this Agreement without the prior written approval of the other party. Neither party shall make any public release or statement concerning the subject matter of this Agreement without the express written consent and approval of the other party. No party or its agent will use the name, mark or logo of the other party in any advertisement or printed solicitation without first having prior written approval of the other party, The parties shall take reasonable efforts to ensure that its subcontractors shall not disseminate any oral or written advertisement, endorsement or other marketing materials 55B -10 referencing or relating to the other party without that party's prior written approval. In addition, the parties agree that their contracts with all subcontractors will include appropriate provisions to ensure compliance with the restrictions of this Section. 3 -18. CONFIDENTIALITY. If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 3 -19. Force Majeure: CONSULTANT shall not be in default of its obligations hereunder to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, government, weather, fire, power or telecommunications failures, inability to obtain supplies, breakdown of equipment or interruption in vendor services or communications. 3 -20. Litigation Fees. If litigation arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including reasonable attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney's fees paid or incurred in good faith. 3 -21. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained herein. Said Agreement shall not be amended, altered, or changed, except by a written amendment signed by both parties. 3 -22. Change Order Contingency: From time -to -time, at CITY's option, CITY may request optional services of CONSULTANT at mutually agreed upon scope and fees. 3 -23. Invalidity: If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 3.24. Implementation: Implementation of services should begin as soon as possible from the effective date for the performance of services under the terms of this Agreement. 3 -25. Counterpart Signature and Delivery: This Agreement may be signed in separate counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. 3 -26. Miscellaneous Provisions: a. CONSULTANT shall perform all services with the necessary knowledge and skills required to perform the tasks. CONSULTANT or personnel of CONSULTANT engaged in the performance of such services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for any purpose whatsoever. 55B -11 !!1 b. CITY agrees that its employees will cooperate with and assist representatives of CONSULTANT in every reasonable way to enable CONSULTANT to secure all information and data required to perform the services herein provided for. CONSULTANT shall have no liability for defects in the services attributable to CONSULTANT's reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by CITY or third parties retained by CITY. c. 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. d. CONSULTANT agrees any alterations, variations, modifications, or waivers of the provisions of the Agreement, shall be valid only when reduced to writing, executed and attached to the original Agreement and approved by the required persons, e. If any legal action is instituted to enforce any party's rights hereunder, each party shall bear its own costs and attorneys' fees, regardless of who is the prevailing party. f. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. g. In the event of any conflict between the provisions of this Agreement and those set forth in any Exhibit referenced and incorporated herein, the provisions of the Consultant Services Agreement shall prevail. (Signatures on following page) 55B -12 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: &t�!' Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT Doug Jensen SVP Client Services MuniServices, LLC Tax ID# 55B -13 EXHIBIT A SCOPE OF WORK Sales, Transactions And Use Tax Audit Services (SUTA) Services In performing the sales, transactions and use tax audit program MuniServices shall: 1. Identify and correct the sales /transactions /use tax reporting errors of businesses that, based on the nexus of their activities, are not properly registered with the City. Z Identify and correct the reporting of businesses that are improperly reporting tax to state and county pools (i.e, classifying sales tax as use tax) and thereby depriving the City of sales tax revenue. 3. Detect, document and correct sales /transactions /use tax reporting errors /omissions and thereby generate new, previously unrealized revenue for the City. 4. Ensure through comprehensive audit measures that the revenue information used for ongoing economic analysis includes all sales /transactions /use tax generators. 5. Assist the City with strategies to preserve and even enhance sales and use tax revenue generated by existing businesses within the City. MuniServices' proposed sales /transactions /use tax allocation audit services for the City includes five distinct types of audits: • Taxable Nexus Field audits • Permitization audits • Deficiency assessment audits • Accounts payable audits • Quarterly Distribution Report audits Taxable Nexus Field Audits MuniServices' initial and periodic taxable nexus field audits include a physical canvassing and evaluation of sales /transactions /use tax generating businesses located in the City. In the absence of this undertaking, significant misallocations will remain undetected. MuniServices' field audits focus on those businesses located in the City from which the City has not been receiving sales /transactions /use tax revenue. Permitization Audits Wholesalers, contractors, processors, manufacturers and other non- retail businesses will frequently not have a sales tax permit properly registered to the City in which they are located because their business operations do not include a point -of -sale qualifying activity. However, these companies will often generate local sales /transactions /use tax from the State Board of Equalization (BOE) audit deficiency assessments, occasional sales (i.e., mergers and acquisitions), and self - accrual of use tax on purchases. MuniServices' field audits facilitate the identification and correction of improperly registered permits for companies having point -of- sale operations in the City. Deficiency Assessment Audits When the California BOE audits taxpayers for sales /transactions /use tax compliance, it is not uncommon for the taxpayer to receive a substantial deficiency assessment due to underpayments and /or under - collections. In many cases, the local allocation portion of the deficiency assessment is distributed in error to the State pool, county pools, or other jurisdictions. Accordingly, MuniServices has developed proprietary criteria and techniques to detect and correct BOE deficiency assessment misallocations and thus expand the benefits produced by MuniServices' allocation audit service. 55B -14 Accounts Payable Audits When California taxpayers purchase tangible personal property for which title passes out -of- state, the transactions are subject to use tax (rather than sales tax) which is collected by the vendor who in turn remits it to the BOE, with the local allocation typically distributed statewide or countywide through the pools. Under certain conditions, the seller may allocate the local tax by situs or the City may elect to self- accrue the use tax and remit it directly to the BOE, in which case the local portion will come back to the City in the same manner as sales tax. MuniServices' accounts payable audit will include a review of the City's purchases to identify opportunities for the City to capture the 1% local allocation on purchases subject to use tax and the local district tax where applicable. In this regard, MuniServices will prepare the documentation to facilitate the election, including assistance in preparing and filing the tax returns. Quarterly Distribution Report Audits Every three months, the City and MuniServices receive a Quarterly Distribution Report (QDR) from the BOE with the local allocation amount reflected by permit number, MuniServices' QDR audits detect and correct taxpayer - reporting errors and thereby generate new, previously unrealized sales /transactions /use tax revenue for the City. MuniServices' QDR audits focus on those accounts where MuniServices observes a substantial decline in the sales/ transactions /use tax revenue allocation for a particular business entity in a given quarter. In most cases, accounts showing zero balances have either relocated or simply reported late, in which case the payments will not be reflected until the next quarter's QDR. Therefore, six months must lapse before the QDRs indicate whether a zero balance account can be attributed to a late payment or a misallocation. Cities and counties may only recover misallocated Bradley -Burns sales tax revenue for three quarters prior to the BOE being notified of the reporting error and misallocated District tax revenues for between three quarters and three years. Therefore QDR audits must be conducted in a timely manner in order to preserve the opportunity for the City to recover misallocated revenue. MuniServices shall conduct the QDR audit each and every quarter to minimize the potential of lost revenue to the City. Confidentiality Provisions MuniServices is authorized by this Agreement to examine transaction tax, sales tax, and use tax records of the BOE provided to City pursuant to contract under the Bradley - Burns Uniform Sales and Use Tax Law and California Revenue & Taxation Code applicable to transactions and use taxes. If the City adopts a new transaction tax or taxes after the effective date of this Agreement the parties intend for the work under this agreement to include that tax or taxes. MuniServices is required to disclose information contained in, or derived from, those sales, transaction, and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. MuniServices is prohibited from performing consulting services for a retailer during the term of this Agreement. MuniServices is prohibited from retaining the information contained in, or derived from, those sales, transaction, and use tax records, after this Agreement has expired. This Agreement, and MuniServices' and City's obligations with respect to confidentiality of taxpayer data pursuant to the Bradley Burns Revenue and Taxation Code, shall continue until final payment for all services rendered hereunder. 55B -15 Deliverables SUTA Detection and Documentation MuniServices shall represent the City for purposes of examining BOE records pertaining to sales and use tax to identify errors and omissions. MuniServices' procedures for detecting and documenting misallocations are as follows: 1. Review applicable provisions of the City's municipal code and ordinance adopted by the City to determine applicability. 2. Procure a computer tape of sales /transactions /use tax permit records from the BOE. 3. Analyze sales tax distribution reports provided by the BOE for five or more of the most recent consecutive quarters. 4. Clean -up, standardize and computerize data from City's quarterly sales tax distribution reports provided by BOE for previous quarters, current quarter and each future quarter service is provided. 5. Prepare an aggregated list of business entities on electronic media; this list is derived from multiple private and public sources (hard copy and electronic), including specialized business listings and directories, the City's sales and use tax payment files, and an electronic copy of the City's Business License Tax registry, updated no less than twice per year, 6. Clean, standardize and integrate, in address - order, each entity's business name, address and payment file information, to eliminate redundancies, using MuniServices' proprietary software. 7. Physically canvas commercial /industrial area within the City's borders. 8. Develop a target list of potential point of sale /use reporting errors /omissions based on: a. An electronic comparison of MuniServices' comprehensive inventory against the BOE's quarterly distributions for the City, and b. An analysis of each potentially misallocated account based on proprietary guidelines established by MuniServices. 9. Meet with designated City official(s) to review service objectives and scope, MuniServices workplan schedule, public relations and logistical matters. 10. Contact personnel in sales, operations and /or tax accounting at each target business to determine whether a point -of- sale /use reporting error exists. (Note: this is accomplished with the highest regard to discretion and professional conduct. MuniServices' allocation audits are predicated on a non- controversial, constructive public relations approach which emphasizes the importance of each business to the City and the mutual benefits of correcting reporting errors.) 11. Provide to the City and BOE reports addressing each taxpayer reporting error individually, including the business name, address, telephone number, California sales tax permit number, individuals contacted, date(s) of contact, nature of business, reason(s) for error, recommended corrective procedure and, if available, estimated sales /transactions /use tax revenue which should be forthcoming to the City. 12. MuniServices may also provide suggested language for letters to be sent to the taxpayers and /or BOE from the City (or from MuniServices on behalf of the City) urging cooperation in promptly correcting the distribution error. 13. Respond to negative findings by BOE with timely reconfirmation documentation in order to preserve the City's original dates of knowledge. 14, Receive and process registration control record information monthly. 15. Receive and process sales tax distribution reports quarterly. 16. Coordinate with the taxpayer and BOE to make the necessary corrections and collect eligible back quarter's amounts. 17, Monitor and analyze the quarterly distribution reports with an audit focus on the following: a. Accounts with previously reported point -of -sale /use distribution errors to ensure that the corrections are made for current quarters and all eligible back quarters. b. Major accounts comprising 90% or more of the City's total sales tax revenue to identify any irregularities or unusual deviations from the normal pattern (e.g. negative fund transfers, significant decreases, unusual increases, etc.) and ensure that the City is not receiving less revenue than it is entitled to. to 55B -16 c. Those accounts receiving deficiency assessments to ensure that the City receives its local allocation 18. Identify opportunities for the City to recover local allocation on purchase transactions subject to use tax. Prepare the necessary documentation to facilitate recovery, including assistance in preparing and filing the returns. SUTA Detection Timino Considerations For each misallocated account detected, MuniServices will coordinate with the business and BOE to make the necessary corrections plus retroactive adjustments for eligible amounts of sales /transactions /use tax improperly distributed in prior quarters. MuniServices coordinates and communicates between typically four parties; sales /operations personnel at the taxpayer's local operation, tax personnel at the company's corporate headquarters, and BOE personnel and the in- state /out -of -state district offices. Correction of the account is considered to have been made once the payments on identified taxpayer accounts are being properly allocated by the taxpayer to the City in the period in which the payment was made. As needed, MuniServices will represent the City before state officials, boards, commissions and committees for the purpose of correcting sales tax distribution errors that have deprived the City of revenue to which it is entitled. 11 55B -17 4211 =? COMPENSATION Sales, Transactions and Use Tax Audit Services (SUTA) Services What the City will pay MuniServices During the term of this Agreement and any optional extension thereof or any amendment thereto MuniServices' compensation for the Sales and Use Tax Audit Service shall be a 15% contingency fee. This fee applies to revenue received for six quarters beginning with the quarter in which the Date of Correction falls and all eligible prior quarters back to and including the three quarters prior to the Date of Knowledge quarter for Bradley -Burns sales tax revenues and all eligible prior quarters back to and including all corrected quarters prior to the Date of Knowledge quarter for district tax revenues. As used herein, the Date of Knowledge is the quarter during which MuniServices notifies the BOE of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the taxpayer has correctly reported the local tax and the BOE distributes the local tax properly to City based on the taxpayer's reporting. For ODR Misallocations detected and corrected, MuniServices' compensation shall only include the quarters for which the misallocation actually occurred. For clarification and to encourage communication and collaboration between MuniServices and the City, MuniServices shall be entitled to full payment of all compensation as provided herein even if any one or more of City, its personnel, agents, or representatives, or any third party or parties provides) information to MuniServices that assists or is used by MuniServices in the identification, detection, and correction of point -of- sale distribution errors or the reporting and /or misallocation of revenue. In the event that the City identifies, documents, and notifies the BOE of a point -of -sale distribution error, reporting error or misallocation as those terms are used herein, the City will notify MuniServices of the City's discovery no later than ten days after the Date of Knowledge as defined in Title 18 of the California Code of Regulations, Regulation 1807 ( "Date of Knowledge "). The City also agrees to notify MuniServices promptly if it is working on a local tax misallocation issue independently of MuniServices and to maintain and promptly make available to MuniServices on request contemporaneous documentation of such work and its timing so we do not duplicate work. Invoicing /Billing MuniServices will invoice City quarterly based on past and /or prospective compliance secured on behalf of City. Invoices are due and payable within forty -five (45) days upon receipt. All expenses incurred by MuniServices in providing the Sales Tax service are the sole and exclusive responsibility of MuniServices, except those expenses that receive prior written approval by City. Additional Consulting City may request that MuniServices provide additional consulting services at any time during the term of the Agreement. If MuniServices and City agree on the scope of the additional consulting services requested, then MuniServices shall provide the additional consulting on a Time and Materials basis. Depending on the personnel assigned to perform the work, MuniServices' standard hourly rates range from $75 per hour to $200 per hour. The following are sample hourly rates based on the job classification • Principal: $200 per hour • Client Services: $175 per hour • Information Technology (IT) support: $150 per hour • Operational Support: o Director or Manager: $175 per hour o Senior Analyst: $125 per hour 12 55B -18 o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. All reimbursable expenses shall receive prior approval from the City and shall be reimbursed at cost to MuniServices. Completion of Services Notwithstanding any other provision of this Agreement, because Consultant's services performed hereunder result in corrections of misallocations and other revenue after cessation of services by Consultant for City, City agrees that with regards to misallocations identified to the BOE whose Date of Knowledge occurred during Consultant's performance of services for City or for other revenue resulting from Consultant's actions taken during the term of this Agreement, that City's obligation to pay Consultant in accordance with the compensation language of this Agreement shall survive expiration or termination of this Agreement for any reason. Additionally, notwithstanding any other provision of this Agreement, if this Agreement is terminated or expires, Consultant shall continue to pursue corrections of accounts identified during the term of this Agreement that have not been corrected by the BOE as of the effective date of termination or expiration. The period after termination during which Consultant is pursuing correction of accounts identified before termination is referred to as the "completion period." City shall compensate Consultant in accordance with the compensation language of this Agreement for corrected misallocations that result from Consultant's efforts during the completion period. City will also take all necessary steps to allow Consultant to continue to receive the required information from the BOE during this completion period. 13 55B -19 EXHIBIT C SCOPE OF WORK SALES /USE TAX ANALYSIS & REPORTING SERVICE (STARS) Stars Reports. Within thirty (30) days of receipt of monthly and /or quarterly sales tax data from the applicable governmental authorities, Consultant shall provide City with electronic access to updated STARS Reports, 1.1 General Reporting Contents. The STARS Reports are dependent on availability of data received from applicable governmental authorities. The online STARS Reports allow City's staff to interact with sales tax data from the permit level to citywide level; on a cash or economic basis; by quarter or year; and by classification grouping include economic category and segment. The STARS Reports provide City with access to sales and use tax data online and via mobile devices. In addition, reports can be exported to Microsoft Excel or Adobe PDF formats. The reports available may include: A Cash Dashboard, An Economic Dashboard. An Economic Change Report. • A business look -up report. • A Taxpayer Ranking Report. • Geo- Areas. 1.2 Sales Tax Forecast. Consultant also provides a Sales Tax Forecast that identifies historical sales tax and projected sales tax for pessimistic, most likely and optimistic scenarios. 1.3 GRIA Application. Consultant will include the Geographic Revenue Information Application (GRIA), as part of the STARS and forecasting service and at the same cost. The GRIA will provide and separately present combined geographically based (GEO /GIS) revenue information to include: • Sales and Use Tax • Secured and Unsecured Property Tax • Hotel Visitors' Tax • Documentary Stamp Tax (Property Transfer Tax) • Business License Tax (including Business Improvement District Assessments /Charges); and • Medical Marijuana Tax Consultant and City agree that the GRIA data will not be available until January 1, 2017 and is subject to MuniServices receiving certain City data matching: a. City Hotel Visitors' Tax data to City Business License Tax aacounts; and b. City Business License Tax account data to State Board of Equalization Sales and Use Tax Permits. To be included in the GRIA, City data must be received in a mutually agreeable format at least thirty (30) calendar days prior. MuniServices and City shall update (GEO /GIS) revenue information data on a quarterly basis (or more often as may be mutually agreeable). 1.4 Accuracy. The STARS Reports rely on information provided by applicable governmental authorities and third - parties. Consultant will endeavor to verify, remove redundancies, or otherwise clean or standardize the information provided by governmental authorities or any third parties. 1.5 Timing. Consultant's obligation to provide the STARS Reports is conditioned on City's delivery of required, signed documentation to Consultant to access the proper data from the applicable governmental authorities. 14 55B -20 1.6 Paper reports, Some of the reports may be delivered in paper -based or excel formats white our online report platform continues to be expanded. For example, Geo Area reports are currently still being provided in paper format. As we expand the online portal, additional reports will become available on your home page. City Assistance 1. Confidentiality. The information provided to the City in the STARS Reports is confidential. It is not open to public inspection. A City may use the information only for lawfully permitted purposes. City shall not distribute the STARS Reports to any person unless that person is legally entitled to access the information in the STARS Reports, or except as may otherwise be required by law or court order. Consultant is authorized by this Agreement to examine transaction tax, sales tax, and use tax records of the State Board of Equalization (BOE), including, but not limited to, any transaction and use tax that may become effective and be collected for City. Consultant is required to disclose information contained in, or derived from, those transaction, sales, and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. Consultant is prohibited from performing consulting services for a retailer during the term of this Agreement. Consultant is prohibited from retaining the information contained in, or derived from, those transaction, sales, and use tax records, after this Agreement has expired. 2. Data. In order for Consultant to provide the STARS Reports, the City will need to deliver to Consultant the signed documents /authorizations required to access the proper data from the applicable governmental authorities as may be required by law. 3. Additional Terms. a. License, Consultant grants to City a license for each of City's designated users to access the New STARS reports service for so long as this Agreement is in effect. Each of City's designated users must be submitted in writing to Consultant. Consultant will provide the user with the necessary log -in information. Any passwords issued for this service may only be used by the person to whom the password is issued; sharing of passwords is STRICTLY PROHIBITED. City has the obligation to protect those passwords. b. Limitations of Liability. Consultant is not responsible for any breach of data resulting from City's failure to protect passwords or systems used to access the Service. Consultant does not warrant that the service is error free. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow the exclusion of implied warranties or limitations of how long an implied warranty may last, or the exclusion of limitation of incidental damages, so the above limitations or exclusions may not apply to City. In no event shall Consultant or its licensors, suppliers, or licensees be liable to City for any consequential, special, incidental, or indirect damages of any kind arising out of the performance or use of the service, even if Consultant has been advised of the possibility of such damages. c. Non - disclosure. City's use of the New STARS services is conditioned on City's agreement not to make the service or any of output of the system available to Consultant's competitors. Nothing in this provision prohibits the City from exporting data and formatting it for its own use or from making documents marked as 'public' known to the public. 55B -21 EXHIBIT D COMPENSATION Sales /Use Tax Analysis & Reporting Service (STARS) 1. Base Package Annual fee. During the term of this Agreement and any optional extension thereof or any amendment thereto City shall pay Consultant an annual fee of $10,000 ( "annual fee ") payable in four equal quarterly payments as shown below, proratable on a quarterly basis for any contractual period less than twelve months. This includes a mutually agreeable number of Geo Areas. Consultant will invoice the City on a quarterly basis. Invoices are due and payable within forty -five (45) days of receipt. If this Agreement is terminated ahead of its agreed to term for any reason, the City remains obligated to pay Consultant the quarterly payments of the annual fee for the quarters before the effective date of termination. 2. Adjustments. The Annual Fee shall be adjusted at the beginning of each calendar year by the percentage change in the Consumer Price Index — Los Angeles- Riverside- Orange County (GPI -U) as reported by the Bureau of Labor Statistics. The initial Consumer Price Index used for the first CPI adjustment will be the Consumer Price Index — Los Angeles- Riverside - Orange County for the month in which the agreement is fully signed with the first adjustment to occur at the beginning of the Calendar year following the first full calendar year of service. For instance, if the agreement is signed in April, year 1, the adjustment would not occur until January of year 3. The adjustments thereafter will be based on the CPI -WU from December of the prior calendar year. Each Annual Fee adjustment shall not be less than two percent (2 %) or greater than four percent (4 %). 3. Additional Paper Copies. Consultant shall provide City additional paper, bound copies of the STARS Reports upon City's request at the rate of $200 annually per additional copy, payable by City in quarterly installments of $50 per additional copy, 4, Additional Consulting. City may request that Consultant provide additional consulting services at any time during the term of the Agreement. If Consultant and City agree on the scope of the additional consulting services requested, then Consultant shall provide the additional consulting on a Time and Materials basis. Depending on the personnel assigned to perform the work, Consultant' standard hourly rates range from $75 per hour to $200 per hour. The following are sample hourly rates based on the job classification: • Principal: $200 per hour • Client Services: $175 per hour • Information Technology (IT) support: $150 per hour • Operational Support: • Director or Manager: $175 per hour • Senior Analyst: $125 per hour • Analyst: $100 per hour • Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. 55B -22 EXHIBIT E MuniServices Helpful Contacts Contact Project Role Phone Email Julia Brdkam , MPA Client Services Manager 559.246.2901 julla.erd1kal-ngamuniservices.com Doug Jensen SVP Client Services _ 559.288.8943 dou .'ensen muniserVices.com Janis Varne VP Misallocation - SUTA 559.271.3011 anis.varne muniservices.com Steve Quon Audit Manager 800,800.8181 x76517 steve. uon muniservices.com Bret Harmon, MPA AVP Client Innovation 559.271.6876 bret.harmon munlservices.Corn Irene Reynolds Client Relations Manager 559.271.6867 irene.re nolds. muniservices.com Billin Department 757.3211517 billingeportfollorecoveU.com Francesco Mancia, MBA VP Government Relations 559.288.7296 fran.m ncia muniservices.com Brenda Nara an Dir. Government Relations 916.261.5147 brenda,nara ar muniservices.com Patricia A. Dunn, MSHR Contracts Manager 559,271.6852 patriclajuno muniservices.com 55B -23 EXHIBIT F 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 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 Insured Countersigned by Authorized Representative this endorsement form as a part of 55B -24 0400 -0 �a RESOLUTION NO, 2016- A RESOLUTION OF THE CITY OF SANTA ANA AUTHORIZING THE EXAMINATION OF SALES AND USE TAX RECORDS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: WHEREAS, pursuant to Ordinance No. NS -1187, the City of Santa Ana ( "City ") entered into a contract with the State Board of Equalization to perform all functions incident to the administration and collection of the Sales and Use Tax Ordinance and the local sales and use taxes; and WHEREAS, City deems it necessary for authorized representatives of City to examine confidential sales and transactions and use tax records of the Board pertaining to sales and use taxes collected by the Board for City; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Board records and establishes criminal penalties for the unlawful disclosure of information contained in, or derived from sales and use tax records of the Board; and WHEREAS, Section 7056 of the California Revenue and Taxation Code requires that any person designated by City shall have an existing contract to examine City's sales and use tax records. NOW, THEREFORE IT IS RESOLVED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. That the Executive Director of Finance and Management Services, Assistant Director of Finance, Treasury and Customer Services Manager, or other officer or employee of City designated in writing by the City Manager to the State Board of Equalization (hereafter referred to as Board) is hereby appointed to represent City with authority to examine all of the sales and use tax records of the Board pertaining to sales and use taxes collected for City by the Board of Equalization pursuant to the contract between City and the Board. The information obtained by examination of Board records shall be used for purposes related to the collection of City's sales and use taxes by the Board pursuant to the contract. Section 2. That the Executive Director of Finance and Management Services, Assistant Director of Finance, Treasury and Customer Services Manager, or other officer or employee of City designated in writing by the City Manager to the Board, is also hereby appointed to represent City with the authority to examine those sales and use tax records of the Board for purposes related to the following governmental functions of City: Resolution No. 2016 -XXX Page 1 of 3 55B -25 a) tracking and economic development b) forecasting and budget related functions c) detection of misallocations and deficiencies The information obtained by examination of Board records shall be used only for those governmental functions of the Local Jurisdiction listed above. Section 3. That MuniServices, LLC is hereby designated and authorized to examine all of the sales and use tax records of the Board pertaining to all sales and use taxes collected for City. The person or entity designated by this section meets all of the following conditions: a) has an existing contract with City to examine sales and use tax records; b) is required by that contract to disclose information contained in, or derived from those sales and use tax records only to an officer or employee authorized under Section 1 (or Section 2) of this resolution to examine the information; c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract; d) is prohibited by that contract from retaining the information contained in, or derived from those sales and use tax records after that contract has expired. BE IT FURTHER RESOLVED that the information obtained by examination of Board records shall be used only for purposes related to the collection of City's sales and use taxes by the Board pursuant to the contracts between City and the Board of Equalization and for purposes relating to the governmental functions of City listed in Section 2 of this resolution. Section 4. This resolution supersedes all prior sales and use tax resolutions of City adopted pursuant to subdivision (b) of Revenue and Taxation Code Section 7056. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No, 2016 -XXX Page 2 of 3 55B -26 ADOPTED this ______day of 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: 2�Y Lin Storck Assistant 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 Clerk of Council City of Santa Ana 55B -27 Resolution No, 2616 -XXX Page 3 of 3 55B -28 EXHIBIT 3 Consultant Services Agreement This Consultant Services Agreement (the "Agreement ") is made as of the 4th day of October, 2016 by and between MuniServices, LLC, a Delaware limited liability company ( "CONSULTANT ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "CITY"). In consideration of the mutual promises herein contained and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: RECITALS A. The CITY desires to retain a consultant having special skill and knowledge in the field of professional services for Utility Users' Tax (including Prepaid Mobile Services Telephony Service Taxes) Revenue Auditing, Recovery, Reporting, Analysis, and Legislative /State Agency Liaison and Implementation Monitoring Services as specified herein. B. In undertaking the performance of this Agreement, CONSULTANT represents that it possesses the necessary knowledge, qualifications, skills and personnel to provide such services. CONSULTANT warrants that any services performed by CONSULTANT under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: CITY hereby retains CONSULTANT, and CONSULTANT hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and conditions of this Agreement, and represents and warrants to CITY that CONSULTANT accepts such assignment to perform those services, subject to those terms and conditions. 1. Scope of Services a. CONSULTANT will provide CITY with the services described in EXHIBIT A which is attached hereto and incorporated by reference. CONSULTANT shall provide said services at the time, place, and in the manner specified in EXHIBIT A. b. CONSULTANT shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. Compensation Upon execution of this Agreement, CITY will pay CONSULTANT as outlined in EXHIBIT B, incorporated and included herein. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures and proof of insurance as set forth in section 3 -9. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. 3. General Provisions 3 -1. Term of the Agreement: The initial term for the provision of services as set forth in section 1 of this Agreement shall be for a period of two (2) years commencing January 1, 2017, with one (1) one - year option exercisable in the sole discretion of the City, by a writing executed by the City Manager and the City Attorney, if neither party has terminated said Agreement in accordance with section 3 -2. 55B -29 3 -2. Termination: Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing sixty (60) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. In the event that such cure is not made, this Agreement shall terminate in accordance with the initial sixty (60) days' notice. Notwithstanding the foregoing, either party may terminate the Agreement at any time and for any reason by providing thirty -days (30) written notice to the other party; provided however, that if CONSULTANT has not breached the Agreement and has commenced services identified in EXHIBIT A prior to the date of termination, CONSULTANT shall be entitled to payment as described in EXHIBIT B; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 3 -3. Effect of Termination: Notwithstanding non - renewal or termination of this Agreement, CITY shall be obligated to pay CONSULTANT for services performed through the effective date of termination for which CONSULTANT has not been previously paid. In addition, because the services performed by CONSULTANT prior to termination or non - renewal of this Agreement may result in the CITY's receipt of revenue after termination which are subject to CONSULTANTS` fee, the CITY shall remain obligated after termination or non - renewal to provide to CONSULTANT such information as is necessary for CONSULTANT to calculate compensation due as a result of the receipt of revenue by the CITY. 3.4. Independent Contractor: It is understood that CONSULTANT and its subcontractors, if any, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the CITY. CITY understands that CONSULTANT may perform similar services for others during the term of this Agreement and agrees that CONSULTANT representation of other government sector clients is not a conflict of interest. CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. 3 -5. Subcontractors: CONSULTANT shall have the right to hire subcontractors to provide the services described herein. CONSULTANT, in rendering performance under this Agreement shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. CONSULTANT shall be solely responsible for and shall hold CITY harmless from any and all claims for any employee related fees and costs including without limitation employee insurance, employment taxes, workman's compensation, withholding taxes or income taxes. 3 -6. Notice: Any notice required to be given under this Agreement shall be in writing and either served personally, sent prepaid first class mail, or by express mail courier (i,e. Fed Ex, UPS, etc.). Any such notice shall be addressed to the other party at the address set forth below. All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent overnight delivery. If to City: City of Santa Ana Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M -17) Santa Ana, CA 92702 Phone: (714) 647 -6960 Facsimile; (714) 647 -5414 55B -30 If to MuniServices: MuniServices, LLC Attn: Contract Department 7625 N. Palm Ave., Ste, 108 Fresno, CA 93711 Phone: (559) 271 -6852 Facsimile: (559) 312 -2852 Email: leaa16c mun!services.com Representative or designees: CONSULTANT Primary Representative /Project Manager shall be: Julia Erdkamp, Client Services Manager 7625 N. Palen Ave., Ste, 108, Fresno, CA 93711 Phone: (559) 246 -2901 / Email: Julia. Erdkamr)OMuniServices.cgm For the convenience of the CITY, a short list of helpful contacts is attached and incorporated herein as EXHIBIT C. Representative or designees: City of Santa Ana's Primary Representative /Project Manager shall be: Willard Holt, Treasury and Customer Services Manager 20 Civic Center Plaza, Room 1105, Santa Ana, CA 92701 Phone: (714) 647 -5456 / Email: wholt esanta- ana.orq 3.7, Indemnity: CONSULTANT shall indemnify, defend, and hold harmless the CITY, its officers, agents, and employees, from and against any and all claims, liabilities, and losses whatsoever (including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees) to extent occurring or resulting from CONSULTANT'S negligent or unlawful performance of its obligations under or breach of the terms of this Agreement, unless such claims, liabilities, or losses arise out of, or are caused at least in part by the sole negligence or willful misconduct of the CITY. "CONSULTANT'S performance" includes CONSULTANT'S action or inaction and the action or inaction of CONSULTANT'S officers, employees, agents and subcontractors. 3.8. Limitation of Liability: In no event shall CONSULTANT, its employees, contractors, directors, affiliates and /or agents be liable for any special, incidental, or consequential damages, such as, but not limited to, delay, lost data, disruption, and loss of anticipated profits or revenue arising from or related to the services, whether liability is asserted in contract or tort, and whether or not CONSULTANT has been advised of the possibility of any such loss or damage. In addition, CONSULTANT'S total liability hereunder, including reasonable attorneys' fees and costs, shall in no event exceed an amount equal to the fees described in EXHIBIT B. The foregoing sets forth the CITY'S exclusive remedy for claims arising from or out of this Agreement. The provisions of this section allocate the risks between CONSULTANT and the CITY and CONSULTANT'S pricing reflects the allocation of risk and limitation of liability specified herein. 3.9. Insurance: CONSULTANT shall keep in full force and effect insurance coverage during the term of this Agreement, including without limitation statutory workers' compensation insurance; employer's liability and commercial general liability insurance (CGL); comprehensive automobile liability insurance; professional liability and fidelity insurance. The insurance certificate shall name the City, its agents, officers, representative and employees as additional insureds under the CGL policy with respect to the operations and work performed by the named insured as required by written contract. The CGL policy is Primary& Non - Contributory. Waiver of Subrogation applies under the CGL and Workers' Compensation policies. The CGL insurance minimum coverage shall be at least $1,000,000 per incident, claim or occurrence and $2,000,000 aggregate. The Automobile Liability insurance minimum coverage shall be at least $1,000,000 covering all owned, non - owned, and hired vehicles. The certificate shall provide that there will be no cancellation, termination, or non - renewal of the insurance coverage without a minimum 30 -day written notice to the CITY, except in the case of cancellation for non- payment of premium which shall be at least 10 -days written notice. CONSULTANT shall supply CITY with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit D upon execution of this Agreement and shall be approved in form by the CITY Attorney. 55B -31 3.10. Equal Opportunity to Draft: The parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. 3 -11. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties, their successors, representatives and assigns. CONSULTANT shall not assign this Agreement, or delegate its duties or obligations under this Agreement, without the prior written consent of CITY, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, CONSULTANT may assign this Agreement, in whole or in part, without the consent of CITY to any corporation or entity into which or with which CONSULTANT has merged or consolidated; any parent, subsidiary, successor or affiliated corporation of CONSULTANT; or any corporation or entity which acquires all or substantially all of the assets of CONSULTANT. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. 3 -12. Ownership of Documents: Except for CONSULTANT's preexisting proprietary information and processes, any and all documents, including draft documents where completed documents are unavailable, or materials prepared or caused to be prepared by CONSULTANT pursuant to this agreement shall be the property of the CITY at the moment of their completed preparation. 3 -13. Intellectual Property Rights: The entire right, title and interest in and to CONSULTANT's database and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created in the course of this Agreement (collectively, the "Work Product ") shall vest exclusively in CONSULTANT or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data provided to CONSULTANT be deemed included within the Work Product. 3.14. Discrimination: CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3 -15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further 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. 3 -16. Professional Licenses: CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the CITY of Santa Ana and all other governmental agencies. CONSULTANT shall notify the CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. 3 -17. Public Release and Statements: Neither party or its representatives or agents shall disseminate any oral or written advertisement, endorsement or other marketing material relating to each other's activities under this Agreement without the prior written approval of the other party. Neither party shall make any public release or statement concerning the subject matter of this Agreement without the express written consent and approval of the other party. No party or its agent will use the name, mark or logo of the other party in any advertisement or printed solicitation without first having prior written approval of the other party. The parties shall take reasonable efforts to ensure that its subcontractors shall not disseminate any oral or written advertisement, endorsement or other marketing materials 55B -32 referencing or relating to the other party without that party's prior written approval. In addition, the parties agree that their contracts with all subcontractors will include appropriate provisions to ensure compliance with the restrictions of this Section. 3.18. CONFIDENTIALITY. If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 3.19. Force Maieure: CONSULTANT shall not be in default of its obligations hereunder to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, government, weather, fire, power or telecommunications failures, inability to obtain supplies, breakdown of equipment or interruption in vendor services or communications. 3 -20. Litigation Fees. If litigation arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including reasonable attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney's fees paid or incurred in good faith. 3 -21. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained herein. Said Agreement shall not be amended, altered, or changed, except by a written amendment signed by both parties unless a Change Order Contingency is mutually agreed to by the parties. 3 -22. Change Order Contingency: From time -to -time, at CITY's option, CITY may request optional services of CONSULTANT at mutually agreed upon scope and fees. 3.23. Invalidit : If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 3 -24. Implementation: Implementation of services should begin as soon as possible from the Effective Date for the performance of services under the terms of this Agreement. 3 -25. Counterpart Signature and Delivery: This Agreement may be signed in separate counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. 3 -26. Miscellaneous Provisions: a. CONSULTANT shall perform all services with the necessary knowledge and skills required to perform the tasks. CONSULTANT or personnel of CONSULTANT engaged in the performance of such services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for any purpose whatsoever. 55B -33 b. CITY agrees that its employees will cooperate with and assist representatives of CONSULTANT in every reasonable way to enable CONSULTANT to secure all information and data required to perform the services herein provided for. CONSULTANT shall have no liability for defects in the services attributable to CONSULTANT's reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by CITY or third parties retained by CITY. c. 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. d. CONSULTANT agrees any alterations, variations, modifications, or waivers of the provisions of the Agreement, shall be valid only when reduced to writing, executed and attached to the original Agreement and approved by the required signatories. If any legal action is instituted to enforce any party's rights hereunder, each party shall bear its own costs and attorneys' fees, regardless of who is the prevailing party. f. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. g. In the event of any conflict between the provisions of this Agreement and those set forth in any Exhibit referenced and incorporated herein, the provisions of the Consultant Services Agreement shall prevail. /Signatures on following page} 55B -34 |N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. H U IZAR Clerk of the Council APPROVED ASTOFORM: SONIAR, C8RV8LHO CITY Attorney Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez. Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVDC46wZOG City Manager CONSULTANT Doug Jensen uvr Client Services MVAi8ervioeG,LLC 1011119M. ��U�� U�� EXHIBIT A SCOPE OF WORK Utility Users Tax Compliance, Administrative and Revenue Protection Program MuniServices, LLC ( "MuniServices ") agrees to provide the City with certain professional services in furtherance of a comprehensive utility users tax /franchise compliance and revenue protection program ( "Program "), with broad participation by California public agencies, that is designed to preserve, protect, and enhance the City's utility users tax ( "UUT ") revenues. Article 1- Objectives and Methods MuniServices UUT Program, described below, will provide a broad range of compliance, administrative and protective services [including the legal services of the City's outside counsel, Donald H. Maynor, A Professional Law Corporation ( "Law Firm")), that will allow the City to preserve, protect and enhance their UUT revenues focusing on three areas: • Compliance • Administrative • Revenue Protection and Enhancement Article 2 -UUT Program Scope of Work A. Compliance UUT Tax Application Review: MuniServices will conduct a "focused compliance review of the major service utility providers on behalf of one or more cities to assure that the providers "tax application" decisions are correct on a system -wide basis, to the benefit of all client cities. 2. UUT Payment Review: Identification of possible gaps in payments, irregularities, calculation mistakes (e.g., wrong tax rate), and other payment errors, if City provides MuniServices with regular UUT payment history. MuniServices will assist the City with the appropriate compliance correspondence and enforcement actions. 3. Comparative Analysis of UUT Payment: MuniServices will assure that the UUT payments are correct by performing a comparative analysis of a service provider's UUT payments with your City and other neighboring client cities, as well as using industry market share data. MuniServices will also perform a comparative analysis of the franchise UUT payments for gas and electricity. 4. Detection: a. MuniServices will annually update its proprietary database of "new telecom service providers" and send out a PUC 799 notice letter to such new providers on City's behalf. The current list exceeds 1,500 providers, b. MuniServices will annually update its proprietary database of new "video service providers" and send out a notice letter to such new providers on the City's behalf. c. MuniServices will annually review the SB 278 lists of the major gas and electric companies to identify new non -core gas and direct access electric customers, as well as new third party providers, and take appropriate steps to assure that the UUT is being applied to "commodity" purchases. 5. Exemption Review: MuniServices will periodically review the exemption lists of the major service providers regarding non- residential customers. 55B -36 6. Optional City-Specific Compliance Reviews: At City's option MuniServices will offer "city- specific" reviews on a performance fee or other negotiated basis, only if the above activities or other factors would suggest that there is a reasonable need to do so. See Appendix A. B. Administrative 1. UUT Payment History: MuniServices will provide the City, on a monthly or otherwise mutually agreed upon basis, with a spreadsheet reflecting the City's UUT payments by provider and utility category (based on remittance data provided by the City to MuniServices). 2. Geocode Corrections: MuniServices will assist City and the utility service providers in correcting geocoding errors in response to taxpayer complaints. 3. UUT Website: Prepare and maintain an accurate copy of the City's UUT ordinance and its administrative rules and interpretations on the uutlnfo.org Website including a link to the City's web page (if desired), FAO's, and model forms for exemptions, registration, remittances and other tax compliance documents will be maintained on the www.uutinfo.oM website. 4. Revenue Forecasts and Management Report(s): MuniServices will provide an annual report that outlines the year's activities in review, revenue forecasts, YTD Comparison charts and revenue generated from compliance activities. This report contains an analysis of UUT revenues and a five -year revenue forecast on each of the utility business segments (electric, gas, CATV, wired telecom, wireless telecom, etc.). 5. Tax Application Inquiries: MuniServices will provide technical assistance to City staff, and provide timely analysis and draft responses to tax application inquiries from utility companies, and will assist in responding to citizens regarding their utility bills and the computation of the UUT. C. Revenue Protection and Enhancement 1. Legislative Review Services: MuniServices will monitor proposed state and federal legislation to identify issues affecting the City's UUT or utility franchise revenues, and, make recommendations to client cities, their lobbyists, and other potential stakeholders or municipal advocates and otherwise assist in developing effective consensus positions and coordinated advocacy. 2. Compliance with AB 1717 (Prepaid wireless): Law Firm and MuniServices will assist the City in meeting the requirements of the new state law on the collection of the UUT, including establishing statutory eligibility and satisfying the requirements of the California State Board of Equalization ( "BOE ") per AB 1717, AB 1717 (Ch. 885, Stat. 2014), the Prepaid Mobile Services Telephony Service Surcharge Collection Act ( "AB 1717 ") was enacted with an effective date of January 1, 2015, and a collection date commencing January 1, 2016, and establishes a statewide method of collecting the City's UUT on prepaid wireless services; AB 1717 imposes certain restrictions on third party consultants of the City who are designated and authorized by the City to examine certain BOE documents relating to the collection of the City's utility users tax on prepaid wireless services, as covered by AB 1717; In order to satisfy the requirements of AB 1717, the parties agree: a) MuniServices is authorized to examine the BOE's records pertaining to the prepaid local charge (i.e., prepaid wireless UUT (collectively, the "Records ") and to use such information only for purposes related to such collection; b) MuniServices shall disclose information contained in or derived from, the Records only to an officer or employee of the City authorized by resolution to examine the information; 55B -37 C) MuniServices shall not perform any consulting services for a "seller" (as defined in AB 1717) during the term of the Contract; d) MuniServices shall not retain information contained in, or derived from, the Records after the Contract has expired; e) MuniServices shall, to the same extent as the BOE, be subject to Revenue and Tax Code Section 55381, relating to unlawful disclosures; Ordinance Update and Election Assistance: Law Firm will provide to the Tax Administrator periodic reviews and recommended updates to the UUT ordinance, administrative rulings to address new issues that may arise because of deregulation, litigation, changes in laws or regulations, the unbundling of traditional utility services, or the introduction of new technologies to provide utility services. Such recommendations will typically clarify or add procedural protections to the existing ordinance, and should not require a Proposition 218 election approval. If a major modernization of the ordinance is deemed necessary, with voter approval, MuniServices and Law Firm will at the request of the City assist with ordinance language, staff reports, revenue forecasts, draft ballot language, and Law Firm will attend one City meeting at no additional cost. 4. Administrative Rulings: Under an updated UUT ordinance, the Tax Administrator has the authority to periodically issue administrative rulings as new tax application issues arise. MuniServices and Law Firm will assist City by timely identifying those issues, facilitating a thorough discussion among the client cities on an appropriate ruling, and then drafting a recommended ruling for your City's consideration. 5. Technology Reviews: MuniServices will continually research utility market information to Identify potential taxable services delivered by new technologies and new providers. Article 3 — Information to Be Provided by City The City agrees to provide MuniServices with the following information: i. A copy of the City's UUT Ordinance and any amendments thereto. 2. Letters requesting the exemption lists from the utility companies to be placed on City letterhead. 3. A Letter of Authorization for MuniServices to act on City's behalf. Place on City letterhead. 4. A sample remittance form to be provided to the utility companies. 5. Two SB278 letters requesting from utility companies to provide transportation list on City letterhead. The City will provide MuniServices, on a timely basis, with information necessary to conduct its compliance review activities including but not limited to: monthly UUT payment histories, exemption lists, and SB 278 gas and electric lists (including names of customers refusing to pay surcharges), administrative rulings, and of any subsequent amendments to the UUT ordinance. Article 4 -- Termination and Completion of Services A. Either the City or MuniServices may terminate this Agreement, by thirty (30) days prior written notice as provided in this Section. B. If the City terminates this Agreement at any time within twelve (12) months following the effective date of this Agreement, and Law Firm has prepared an ordinance update for the City (whether or not the City adopts the recommended update), the City shall nevertheless pay MuniServices four (4) quarterly payments from the commencement of the Agreement to compensate MuniServices for services rendered. MuniServices shall also be entitled to additional compensation as described in Section C below. to 55B -38 C. Upon termination by either party of the Agreement as provided herein, MuniServices shall be entitled to retain any fees it may have received from the City as outlined is this Agreement. In addition, MuniServices shall be entitled to payment according to the terms of Exhibit B for all additional revenues, including interest and penalties, resulting from MuniServices compliance review activities. Within thirty (30) days following termination, MuniServices shall provide the City with a list of detections of non - compliance resulting from the compliance review activities of MuniServices. The City shall, in good faith, diligently seek to: i) correct such detections of non - compliance made by MuniServices prior to the date of termination; and, ii) collect the additional revenues that are due the City and MuniServices for past periods and for the twelve quarters going forward following the correction, even though the date of actual correction may occur after the termination date. MuniServices shall assist the City in this correction /collection effort, if so requested by the City. MuniServices right to compensation for city - specific compliance review activities under Appendix A Section B shall survive termination of this Agreement for any reason. 11 55B -39 Appendix A Optional City - Specific Compliance Services In the course of performing the various UUT compliance activities, MuniServices may discover discrepancies or other evidence of possible significant non - compliance. MuniServices may thereupon advise the City that it may be prudent to conduct a city - specific compliance review of a particular service provider or taxpayer, or specific issue relating to such service provider or taxpayer. The City may authorize such city- specific compliance actions as provided in this Appendix A ( "Optional City - Specific Compliance Actions') for utility user's tax purposes or in connection with a gas, electric, CATV, water, garbage franchise, as follows: City - Specific Audits Scope of Work At any time during the term of this Agreement, with the prior mutual consent of the City and MuniServices, MuniServices may perform an audit of a specific utility provider related to UUT payments and /or utility franchise fees if applicable. The audit's intention is to focus on the compliance of the particular selected utility provider(s) with the City's UUT ordinance and /or franchise fee agreement. This service includes an actual request for, and review of the utility provider's books and records. Typically, the audit process, in general, will consist of the following: 1. Submit an Audit Notification along with the Letter of Authorization and a Request for Information (RFI) outlining the information needed to complete the audit to the Provider(s). Z Attempt to obtain a waiver on the Statute of Limitations, as applicable, for the audit. 3. Review the work papers and supporting documentation used in the computation of the UUT and /or franchise fee payments. 4. Review and analyze the provider's general ledger and financial statements. Compare and analyze the data for reasonableness, completeness, and accuracy as related to the UUT and /or franchise fee. 5. Review and analyze all the provider's revenue accounts in detail to: a) Determine revenues that are to be included or excluded from the UUT and /or franchise fee computations; b) Review the revenues excluded from the computations, if any, and; c) Determine if exclusions are permitted by the City's ordinance and /or franchise agreement. 6. Determine if a utility provider or any of its subsidiaries receives any revenues from customers or third - parties for the use of utility provider's facilities located on City's right -of -way authorized by the franchise agreement that are not included in the franchise fee calculation used to determine the payment to the City. 7. Analyze the number of customers reported in the City by rate classification and obtain and review the utility provider's procedures to code new customers to the proper jurisdictions and the procedures used to address annexations. 8. Obtain and review the list of any exempted customers, if any, from the UUT and /or franchise fee computation, For Cable TV Provider's PEG fees, if there are any, request the supporting documentation on provider's payments to the City. The schedules should include a composition of the number of subscribers such as basic, non - standard and free subscribers, by month, for each of the calendar years included in the review period. 9. Sample test the geo- coding system by selecting certain customer accounts within the City boundaries and in the immediate vicinity to review if those accounts are properly coded as assessed. MuniServices will concentrate the sampling in problematic geographical areas, such as those that might overlap with a neighboring city or where multiple zip codes exist. MuniServices will also sample test heavily in the area of annexations to ensure that proper procedures are in place to identify and properly code these areas within the Franchisee's system. MuniServices will request that the utility provide the customer account information in an electronic format for all customers located in the City and surrounding areas. 12 55B -40 10. Compare the provider's payments, exclusions, and other computations as related to the UUT and /or franchise agreement. Compare the actual payments made to the City for timeliness and accuracy. 11. Conduct an Exit Interview with the utility provider to review findings and obtain the provider's position on the issues identified. Seek to obtain agreement and /or payment of any amounts due to the City (to be sent directly to the City) within 30 days. 12, Prepare a written report with findings that describe and explain the results of MuniServices review, potential additional monies due to the City, the Provider's position on the issues and any applicable penalties and interest, MuniServices will schedule a final presentation of these findings with the City. 13. Provide any and all necessary schedules and supporting documents to assist the City in collecting underpaid UUT and /or franchise fees. Utility Customer's Jurisdictional Coding Verification Service (Optional) As an optional service under the UUT Premium Services, MuniServices will perform a 100% test of a providers' customer base, verifying that all customers are correctly coded to the proper jurisdiction, and provide the providers with any accounts that are identified as being incorrectly coded. This service requires the providers to provide non - confidential customer account information in an electronic format for all customers located in the City and surrounding areas. Deliverables MuniServices shall deliver to the City the studies, plans, specifications, or other documents as are identified in the Scope of Services; and shall, upon completion of all work, submit to the City all information developed in the course of providing the services. MuniServices shall, in such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. MuniServices shall, upon request by the City and upon completion or termination of this Agreement, deliver to the City all material furnished to MuniServices by the City. City Assistance City agrees to: 1. Provide administrative subpoenas as needed for access to the books and records of the utility. 2. Provide a specific Letter of Authorization for MuniServices addressed to the specific utility for the specific audit, 3. Invoice the responsible party for tax deficiencies (plus interest and penalties if applicable) identified and confirmed by MuniServices within thirty (30) days following receipt of MuniServices detection report or correspondence. 4. Provide MuniServices with a copy of any settlement agreement with a taxpayer /tax collector within ten (10) days of entering into such agreement, 5. City agrees to view MuniServices as a revenue enhancement partner and allow MuniServices to assist the City in increasing compliance and increasing revenues. Notification Notify MuniServices within ten (10) days following receipt by the City of payments that are a direct result of MuniServices compliance and /or audit services (cash, installment, or other compensation directly benefitting the City) of such tax deficiencies, whether invoiced or not. Upon receipt of such notice, MuniServices will promptly invoice the City (if applicable). City's Determination Final Whenever the City Council or a City Officer is empowered under State or local ordinance to make a determination as to whether or not a tax assessed against a taxpayer is due, for purposes of this Agreement that determination shall be final and binding on the parties hereto. However, a City Officer's determination to waive a tax assessment shall not relieve the City of its obligation to pay MuniServices therefore. 13 55B -41 Termination and Completion of Services 1. Either the City or MuniServices may terminate this Agreement, by thirty (30) days prior written notice as provided in this Section. If the City terminates this Agreement at any time within twelve (12) months following the effective date of this Agreement, and Law Firm has prepared an ordinance update for the City (whether or not the City adopts the recommended update), the City shall nevertheless pay MuniServices four (4) quarterly payments from the commencement of the Agreement to compensate MuniServices for services rendered, MuniServices shall also be entitled to additional compensation as described in Exhibit B. 2. Upon termination by either party of the Agreement as provided herein, MuniServices shall be entitled to retain any fees it may have received from the City as outlined is this Agreement. In addition, MuniServices shall be entitled to payment according to the terms of Exhibit B for all additional revenues, including interest and penalties, resulting from MuniServices compliance review activities. Within thirty (30) days following termination, MuniServices shall provide the City with a list of detections of non - compliance resulting from the compliance review activities of MuniServices. The City shall, in good faith, diligently seek to: i) correct such detections of non - compliance made by MuniServices prior to the date of termination; and, ii) collect the additional revenues that are due the City and MuniServices for past periods and for the twelve quarters going forward following the correction, even though the date of actual correction may occur after the termination date. MuniServices shall assist the City in this correction /collection effort, if so requested by the City. MuniServices right to compensation for city- specific compliance review activities under Article 4 Section B shall survive termination of this Agreement for any reason. Confidentiality MuniServices agrees that it shall keep all information it receives concerning City taxpayers confidential and shall use it solely for tax compliance purposes. Services performed by MuniServices prior to termination may result in the City's receipt of revenue after termination. This receipt of revenue entitles MuniServices to payment from the City even after expiration of contract or termination. The City agrees to provide to MuniServices after expiration or termination of this Agreement such confidential payment information as is necessary to enable MuniServices to calculate the compensation due to MuniServices as a result of said receipt of revenue and MuniServices shall maintain the confidentiality of this information. Therefore, MuniServices shall be deemed a contractor under Revenue and Taxation Code Section 7284.6 - .7 after expiration of contract or receipt of notice of termination from the City for the sole and limited purpose of enabling MuniServices to have access to said information to calculate compensation. City agrees to view MuniServices as a revenue enhancement partner and allow MuniServices to assist the City in increasing compliance and increasing revenues. 14 55B -42 43ARIMI 7 COMPENSATION Compensation for UUT Compliance, Administration and Revenue Protection Program A. Annual Fixed Fee Total Annual Fixed Fee: The City's total annual fixed fee for participating in the Program (including Law Firm) shall be the greater of six - tenths of one percent (0.6 %) of the total UUT taxes received for the most recent fiscal year by the City (excluding UUT revenues derived from sewer, water and trash) or a minimum fee of $15,000. For the first year of the agreement, the City will provide the actual UUT payments received for fiscal year ending June 30, This will be the basis for the first year UUT Program fees. In subsequent years, MuniServices will calculate the fee based on the actual remittance notices received for the most recent fiscal year. 2. Disclosure of Allocation of Annual Fee between MuniServices and Law Firm. The total annual fee payment shall be allocated as follows: City will pay MuniServices its fee payments as specified in A.9 above on the scheduled dates as specified on A.3 below. MuniServices agrees to pay Law Firm on behalf of the City the greater of 35% of the total annual fixed fee or $7,500, provided that if, at the request of the City, Law Firm provides legal services relating to a UUT ballot measure [see Art.2(C) (3) above], MuniServices agrees to pay Law Firm for the first year only the greater of 50% of the total annual fixed fee or $90,000. At any time, Law Firm and MuniServices may, by mutual agreement, adjust their proportional share of said total annual fee, provided that such parties shall receive prior approval of such adjustment from the City. 3. Quarterly Payments of Fixed Fee: The annual fixed fee shall be paid in four equal quarterly payments with due dates of: March 31, June 30, September 30, and December 31. Invoices for services rendered shall be in arrears (invoiced for the immediately preceding quarter). If the effective date of this Agreement is other than on an invoice date, the City shall be invoiced for the first quarterly payment on the immediately following invoice date as set forth herein. City shall be invoiced and responsible for a prorated portion of the preceding quarter based on the effective date of this Agreement. Payment will be made to MuniServices within forty -five (45) days of receipt of MuniServices invoice therefore. Any amounts which remain unpaid after forty -five (45) days shall accrue interest at a rate of one and one - half percent (1.5 %) per month, or the maximum amount permitted by law. These quarterly payments are nonrefundable, and such payments by City to MuniServices shall be deemed full payment to Law Firm. B. Specific to AB 1717 The work performed specific to AB1717 shall not be construed as permitting a contingent fee arrangement as payment for services rendered pertaining to prepaid local charges and any fees paid by the City to MuniServices for city - specific auditing of a "seller" of prepaid wireless UUT remitting to the BOE, shall only be performed on a fixed fee basis or on an hourly time and material basis and shall not involve any contingent fee arrangement. MuniServices fees for services performed on an hourly rate schedule shall depend on the personnel assigned to perform the work, and shall be based on the job classification as follows: Principal: $200 per hour Project Manager: $175 per hour 15 55B -43 Client Services: $150 per hour Information Technology (IT) support: $175 per hour Operational Support: o Director or Manager: $175 per hour o Senior Analyst: $125 per hour o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. Compensation for Optional City - Specific Audits Compliance Review Services With the exception noted in subsection (2) below, with respect to a city - specific compliance review referred to under the city- specific scope of work above, MuniServices shall be entitled to contingent fee compensation where MuniServices' compliance review activities result in the City receiving additional revenues from such city - specific compliance review activity. Accordingly, the City shall pay MuniServices twenty -five percent (25 %) of the additional revenues, including interest and penalties, that has resulted from its city - specific compliance review activities. MuniServices will seek to recover, or assist the City in recovering all revenue due the City from prior periods, if any, and MuniServices will receive 25% of any retroactive recovery with a minimum compensation recovery period of twelve (12) calendar quarters. In cases where there are less than twelve calendar quarters in the retroactive recovery period, recovery in prospective quarters will be included to satisfy the twelve calendar quarter minimum recovery period. If the City determines that a correction should be applied prospectively from the date of the determination only, then MuniServices' Compensation shall apply to the additional revenues resulting from the correction for the twelve calendar quarters following the commencement of the prospective correction. In calculating additional revenues, if actual revenue amounts are not available or easily obtained, MuniServices may, with the approval of the City, use the best available information to estimate the additional revenues (e.g., averaging known underpayments or use of industry averages). As used in this subsection, the term "additional revenues" includes the value of any other services, credits, property of every kind or nature, or other consideration received by the City in lieu of monetary payment. 2. Specifically for Solid Waste compliance reviews, MuniServices shall be entitled to additional fixed fee compensation. The amount of the fixed fee compensation and the detailed of scope of work shall be determined prior to the start of the work and shall be mutually agreed to in writing between both parties. 3. Notwithstanding subsections (1 and 2) above, nothing herein shall prohibit the parties from entering into a written agreement on compensation for city - specific compliance review services on a fixed fee or any other separately negotiated basis, 4. MuniServices compensation is due and payable within forty -five (45) days of the City's receipt of MuniServices invoice. Any undisputed amounts which remain unpaid after forty -five (45) days shall accrue interest at a rate of one and one -half percent (1.5 %) per month, or the maximum amount permitted by law. Utility Customer's Jurisdictional Coding Verification Service (Optional) Should MuniServices provide the Optional Jurisdictional Coding Verification Service to the City, the City shall pay MuniServices a fixed fee of twenty- thousand dollars ($20,000) per each Provider coded. The fixed fee will be billed to the City 50% upon election of the service and the remaining 50% upon completion. MuniServices Expenses MuniServices shall absorb all expenses incurred by MuniServices in providing its services as described herein. These expenses include items such as employee salaries and benefits, insurance, airfare, auto rentals, meals, 16 55B -44 lodging, express mail, mail, telephone, copying, directories, on -line resources, and other overhead and miscellaneous expenses. Additional Consulting The City may request that MuniServices provide additional consulting services at any time during the term of the Agreement. If MuniServices and the City agree on the scope of the additional consulting services requested, then MuniServices shall provide the additional consulting on a Time and Materials basis. Depending on the personnel assigned to perform the work, MuniServices standard hourly rates range from $75 per hour to $200 per hour. These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. All reimbursabfe expenses shall receive prior approval from the City and shall be reimbursed at cost to MuniServices. 17 55B -45 4119-11W MuniServices Helpful Contacts Contact Project Role Phone Email Julia Erdkamp, MPA Client Services Mana qLr 559,246.2901 jVLlaerclkarn (cDmuniservices.com Dom _Jensen SVP Client Services 559.288.8943 Jonathan Gerth VP Audit Services 205.423.4177 v girth revds.com Steve Quon UUT Supervisor 800.800.8181 x 76517 Tim Hunter Franchise Fee Manager 205.423.4170 L revds com Billing Department 757.321.2517 bllkno�portfollorecovery.corn Francesco Mancia, MBA VP Government Relations 559.288.7296 fran.mandaBmuniservices.corn Brenda Narayan Dir. Government Relations 916.261.5147 bronda.nara ,an aMuniservices.com Patricia A. Dunn, MSHR Contracts Manager 559,271.6852 _I 18 55B-46 I *Alw I:3i17i7 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 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 Authorized Representative this endorsement form as a part of 19 55B -47 55B -48 EXHIBIT 4 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY OF SANTA ANA AUTHORIZING THE EXAMINATION OF PREPAID MOBILE TELEPHONY SERVICES SURCHARGE AND LOCAL CHARGE RECORDS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: WHEREAS, pursuant to Ordinance No. NS -2860 of the City of Santa Ana and the Local Prepaid Mobile Telephony Services Collection Act, the City of Santa Ana, hereinafter called Local Jurisdiction, entered into a contract with the State Board of Equalization, hereafter referred to as the Board, to perform all functions incident to the administration and collection of the prepaid mobile telephony services surcharge and local charges (Rev. & Tax. Code, § 42101.5); and WHEREAS, the Local Jurisdiction deems it desirable and necessary for authorized representatives of the Local Jurisdiction to examine confidential prepaid mobile telephony services surcharge and local charge records pertaining to the prepaid mobile telephony services surcharge and local charges collected by the Board for the Local Jurisdiction pursuant to that contract; WHEREAS, the Board will make available to the Local Jurisdiction any information that is reasonably available to the Board regarding the proper collection and remittance of a local charge of the Local Jurisdiction by a seller, including a direct seller, subject to the confidentiality requirements of Sections 7284.6, 7284.7 and 19542 of the Revenue and Taxation Code; and WHEREAS, Sections 42110 and 42103 of the Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Board of Equalization records and establishes criminal penalties for the unlawful disclosure of information contained in or derived from the prepaid mobile telephony services surcharge and local charge records of the Board; NOW, THEREFORE IT IS RESOLVED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. That the Executive Director of Finance and Management Services, Assistant Finance Director, Treasury and Customer Services Manager, or other officer or employee of the Local Jurisdiction designated in writing by City Manager to the Board is hereby appointed to represent the Local Jurisdiction with authority to examine prepaid mobile telephony services surcharge and local charge records of the Board pertaining to prepaid mobile telephony services surcharge and local charges collected for the Local Jurisdiction by the Board pursuant to the contract between the Local Jurisdiction and the Board. The information obtained by examination of Board records shall be used only for purposes related to the collection of the Local Jurisdiction's prepaid mobile telephony services surcharge and local charges by the Board pursuant to the contract. Resolution No. 2016 -XXX Page 1 of 3 55B -49 Section 2. That the Executive Director of Finance and Management Services, Assistant Finance Director, Treasury and Customer Services Manager or other officer or employee of the Local Jurisdiction designated in writing by the City Manager to the Board is hereby appointed to represent the Local Jurisdiction with authority to examine those prepaid mobile telephony services surcharge and local charge records of the Board for purposes related to the following governmental functions of the Local Jurisdiction: a) compliance and enforcement of the utility users tax (local charge) b) administrative functions set out in City's utility users tax ordinance c) legal interpretation and enforcement of utility users tax ordinance The information obtained by examination of Board records shall be used only for those governmental functions of the Loral Jurisdiction listed above. Section 3. That MuniServices, LLC is hereby designated to examine the prepaid mobile telephony services surcharge and local charges records of the Board of Equalization pertaining to prepaid mobile telephony services surcharge and local charges collected for the Local Jurisdiction by the Board. The person or entity designated by this section meets all of the following conditions (Rev. & Tax. Code, § 42110, subd. (b)(2)): a) has an existing contract with the Local Jurisdiction that authorizes the person to examine the prepaid mobile telephony services surcharge and local charge records; b) is required by that contract with the Local Jurisdiction to disclose information contained in or derived from, those records only to an officer or employee of the Local Jurisdiction authorized by the resolution to examine the information; c) is prohibited by that contract from performing consulting services for a seller during the term of that contract; d) is prohibited by that contract from retaining information contained in, or derived from, those prepaid mobile telephony services surcharge and local charge records, after that contract has expired. The contract between the Local Jurisdiction and MuniServices, LLC designated by the Local Jurisdiction to request information from the Board shall be subject to the following limitations (Rev. & Tax. Code, § 42103, subd. (g)): a) MuniServices, LLC shall, to the same extent as the Board, be subject to Section 55381, relating to unlawful disclosures. b) the contract between the Local Jurisdiction and MuniServices, LLC shall not provide, in whole or in part, in any manner a contingent fee arrangement as payment for services rendered. Resolution No. 2016 -XXX Page 2 of 3 55B -50 BE IT FURTHER RESOLVED THAT the information obtained by examination of the Board records shall only be used for purposes related to the collection of the Local Jurisdiction's prepaid mobile telephony services surcharge and local charges by the Board pursuant to the contract between the Local Jurisdiction and Board, or for purposes related to other governmental functions of the Local Jurisdiction, as identified above in section 2. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia Carvalho, City Attorney Lisa Storck Assistant 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 IRM0 Clerk of Council City of Santa Ana 55B -51 Resolution No. 2016 -XXX Page 3 of 3 55B -52 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: PUBLIC HEARING - ORDINANCE AMENDING CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE ESTABLISHING SPEED LIMITS FOR CITY STREETS (STRATEGIC PLAN NO. 6, 1G) CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :--:• 91 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance amending Chapter 36 of the Santa Ana Municipal Code establishing speed limits on certain streets and portions of streets in the city. DISCUSSION To enforce speed limits on city streets using radar, the California Vehicle Code (CVC) requires that the City conduct new speed surveys every five years as part of an Engineering and Traffic Study (Speed Study). An updated study is necessary for speeding tickets issued by the Santa Ana Police Department to be upheld in court. The prior study was approved in 2011. Last year, the City hired a consultant, Albert Grover and Associates, who has completed the 2016 study in accordance with State regulations. The Speed Study recommends speed limits based upon four major factors: (1) the geometric characteristics of the roadways (including pedestrian and bicycle activity), (2) speed surveys using radar, (3) accident rate comparisons of actual versus the average accident rates that typically occur for each type of roadway in the city, and (4) any roadway characteristics not readily apparent to motorists. The CVC requires speed limits be set near the 85 percent speed for arterials and collector (or commuter) streets. The Speed Study evaluated 177 segments in the City's arterial and collector street network as designated by the Department of Transportation in its California Roads System Maps. Since the CVC already sets residential streets speed limits at 25 mph, one residential street segment was recommended to be removed from the study to eliminate redundancy, leaving a total of 176 segments in the final evaluation. Based upon the results of the Engineering and Traffic Study, decreased speed limits are recommended at 32 locations. For the remaining 144 locations, no changes were recommended in the posted speed limits. Additionally, the study and recommendations have 75A -1 Ordinance Amending Chapter 36 of the SAMC Establishing Speed Limits for City Streets October 4, 2016 Page 2 been reviewed and are supported by the Santa Ana Police Department. The results of the study contain sufficient information and documentation in compliance with State laws to justify posting the speed limits as recommended (Exhibit 2). Upon amending the ordinance, the corresponding changes to the posted speed limits on the affected streets will be implemented. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans [e.g., transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.]). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds for the installation of speed limit signs, estimated to be $5,000, are available in the Public Works Roadway Markings /Signs Account (No. 01117625- 62300) for expenditure in Fiscal Year 2016 -17. APPROVED AS TO FUNDS & ACCOUNTS: a Fr id Mousavipour Francisco Gutierrez Ex cutive Director Executive Director Public Works Agency Finance & Management Services Agency Exhibits: 1. Ordinance 2. Engineering & Traffic Study Summary 75A -2 Jmf 9112/2016 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE VII OF CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE ESTABLISHING PRIMA FACIE SPEED LIMITS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows. A. Sections 22357 and 22358 of the California Vehicle Code authorize local authorities to declare prima facie speed limits at the rate found reasonable, safe, and most appropriate to facilitate the orderly movement of traffic based on engineering and traffic surveys. B. Sections 40801 and 40802 of the California Vehicle Code require that engineering and traffic surveys be conducted within five years prior to the date of an alleged violation of such speed limits if enforcement of the speed limits involves the use of radar or any other electronic device that measures the speed of moving objects. C. The City of Santa Ana last completed an engineering and traffic survey in 2011 and completed a new study in 2016, in accordance with the above law. D. Based on the 2016 study, the prima facie speed limits set forth in Article VII of Chapter 36 of the Santa Ana Municipal Code shall be updated by repealing and reenacting in its entirety Article VII of Chapter 36 of the Santa Ana Municipal Code, consisting of Sections 36 -227 through 36 -397. SECTION 2. Article VII of Chapter 36 of the Santa Ana Municipal Code is hereby repealed in its entirety. SECTION 3. Article VII of Chapter 36 of the Santa Ana Municipal Code is hereby reenacted in its entirety as follows: ARTICLE VII, PRIMA FACIE SPEED LIMITS Sec. 36 -227. Prima facie speed limits in general. The City Council of the City of Santa Ana determines and declares, upon the basis of engineering and traffic surveys made on or after January 7, 2016, which surveys are public records on file in the offices of the Public Works Agency of the City Ordinance No. NS -XXX Page 1 of 13 and incorporated herein by reference, that the prima facie speed limits specified in those sections are reasonable, safe and most appropriate to facilitate the orderly movement of traffic upon the streets and portions of streets specified in those sections, which streets and portions of streets would otherwise be subject to the prima facie speed limits established in the California Vehicle Code. These prima facie speed limits shall be effective when appropriate signs giving notice thereof are erected upon the streets and portions of streets to which they pertain. The provisions of this article shall not apply to any twenty-five (25) mile per hour prima facie speed limit which is applicable when passing a school or the grounds thereof. Sec. 36 -228. Alton Avenue. The speed limits (in miles per hour) for the following portions of Alton Avenue are as follows: Between Susan Street and Greenville Street 45 Between Greenville Street and Bristol Street 45 Between Main Street and Standard Avenue 40 Sec. 36.229. Bear Street. The speed limits (in miles per hour) for the following portions of Bear Street are as follows: Between Sunflower Avenue and MacArthur Boulevard 40 Between MacArthur Boulevard and Alton Avenue 40 Between Alton Avenue and Segerstrom Avenue 40 Sec. 36 -230. Bristol Street. The speed limits (in miles per hour) for the following portions of Bristol Street are as follows: Between Hesperian /SR 22 EB On -Ramp & Santa Clara Ave. 45 Between Santa Clara Avenue and Seventeenth Street 45 Between Seventeenth Street and Civic Center Drive 40 Between Civic Center Drive and Walnut Street 35 Between Walnut Street and McFadden Avenue 40 Between McFadden Avenue and Edinger Avenue 40 Between Edinger Avenue and Warner Avenue 40 Between Warner Avenue and Segerstrom Avenue 40 Between Segerstrom Avenue and MacArthur Boulevard 40 Between MacArthur Boulevard and Sunflower Avenue 40 Ordinance No. NS -XXX Page 2 of 13 EXHIBIT' 75A -4 Sec. 36 -231. Broadway and Broadway Place. The speed limits (in miles per hour) for the following portions of Broadway and Broadway Place are as follows: Between MainPlace Drive and Seventeenth Street 40 Between Seventeenth Street and Washington Avenue 35 Between Washington Avenue and Civic Center Drive 30 Between Civic Center Drive and First Street 25 Between First Street and McFadden Avenue 30 Between McFadden Avenue and Edinger Avenue 30 Between Edinger Avenue and Main Street (250 feet North of Warner Avenue) 30 Sec. 36 -232. Cabrillo Park Drive. The speed limit (in miles per hour) for the following portion of Cabrillo Park Drive is as follows: Between Seventeenth Street and Fourth Street 35 Sec. 36.233. Cambridge Street. The speed limit (in miles per hour) for the following portions of Cambridge Street is as follows: Between the North City Limit (NCL) /Route 22 and Fairhaven Avenue 40 Sec. 36 -234. Chestnut Avenue. The speed limits (in miles per hour) for the following portions of Chestnut Avenue are as follows: Between Main Street and Standard Avenue 30 Between Standard Avenue and Grand Avenue 35 Between Grand Avenue and the East City Limit (ECL) /Elk Lane /Main Street 35 Sec, 36.235, Civic Center Drive. The speed limits (in miles per hour) for the following portions of Civic Center Drive are as follows: Between Fairview Street and Bristol Street 35 Ordinance No, NS -XXX Page 3 of 13 WK-6 Between Bristol Street and Flower Street 35 Between Flower Street and Broadway 25 Between Broadway and French Street 25 Sec. 36 -236. Oyer Road. The speed limits (in miles per hour) for the following portions of Dyer Road are as follows: Between Flower Street and Main Street 40 Between Main Street and Halladay Street 40 Between Halladay Street and Route 55 Freeway 40 Between Route 55 Freeway and Barranca Parkway /Red Hill Avenue 40 Sec. 36 -237. Edinger Avenue. The speed limits (in miles per hour) for the following portions of Edinger Avenue are as follows: Between the West City Limit (WCL) east of Euclid Street and Richardson Street 40 Between Santa Ana River (WCL) and Fairview Street 40 Between Fairview Street and Raitt Street 35 Between Raitt Street and Bristol Street 35 Between Bristol Street and Flower Street 40 Between Flower Street and Main Street 40 Between Main Street and Standard Avenue 40 Between Standard Avenue and Ritchey Street 45 Between Ritchey Street and the East City Limit (ECL) 45 Sec. 36 -238. Euclid Street. The speed limits (in miles per hour) for the following portions of Euclid Street are as follows: Between Westminster Avenue and First Street 40 Between First Street and the South City Limit (SCL) /Lenhardt Avenue 45 Sec. 36 -239, Fairhaven Avenue. The speed limits (in miles per hour) for the following portions of Fairhaven Avenue are as follows: Ordinance No, NS -XXX Page 4 of 13 EXHIBIT 1 75A -6 Between Grand Avenue and Linwood Avenue 40 Between Linwood Avenue and Greengrove Street East City Limit (ECL) 40 Sec. 36 -240. Fairview Street, The speed limits (in miles per hour) for the following portions of Fairview Street are as follows: Between Route 22 EB Off -Ramp and Fifth Street 45 Between Fifth Street and Edinger Avenue 45 Between Edinger Avenue and Warner Avenue 45 Between Warner Avenue and Alton Avenue 45 Between Alton Avenue and Sunflower Avenue 45 Sec. 36 -241. Fifth Street. The speed limits (in miles per hour) for the following portions of Fifth Street are as follows: Between Euclid Street and Harbor Boulevard 30 Between Harbor Boulevard and Fairview Street 35 Between Fairview Street and Hawley Street 35 Sec. 36.242. First Street. The speed limits (in miles per hour) for the following portions of First Street are as follows: Between the West City Limit (WCL) west of Euclid and Newhope Street 40 Between Newhope Street and Harbor Boulevard 40 Between Harbor Boulevard and Townsend Street 40 Between Townsend Street and Flower Street 40 Between Flower Street and Birch Street 40 Between Birch Street and Standard Avenue 40 Between Standard Avenue and Tustin Avenue /the East City Limit (ECL) 40 Sec. 36 -243, Flower Street. The speed limits (in miles per hour) for the following portions of Flower Street are as follows: Between Seventeenth Street and Santa Ana Boulevard 35 Between Santa Ana Boulevard and Bishop Street 35 Ordinance No. NS -XXX Page 5 of 13 / oAT Between Bishop Street and Warner Avenue 30 Between Warner Avenue and Sakioka Drive /Sunflower Avenue 40 Sec. 36.244. Fourth Street. The speed limits (in miles per hour) for the following portions of Fourth Street are as follows: Between Mortimer Street and McClay Street 35 Between McClay Street and Route 5 Freeway 35 Between Interstate 5 Freeway and Route 55 Freeway 35 Sec. 36 -245, Grand Avenue. The speed limits (in miles per hour) for the following portions of Grand Avenue are as follows: Between the North City Limit (NCL)/ SR 22 Ramps and Fairhaven Avenue 35 Between Fairhaven Avenue and Santa Clara Avenue 40 Between Santa Clara Avenue and Seventeenth Street 40 Between Seventeenth Street and First Street 40 Between First Street and McFadden Avenue 45 Between McFadden Avenue and Edinger Avenue 45 Between Edinger Avenue and Warner Avenue 45 Between Warner Avenue and Dyer Road 45 Sec. 36 -246. Greenville Street. The speed limits (in miles per hour) for the following portions of Greenville Street are as follows: Between Edinger Avenue and Warner Avenue 30 Between Warner and Sunflower/Wimbledon 35 Sec. 36.247. Halladay Street. The speed limits (in miles per hour) for the following portions of Halladay Street are as follows: Between Warner Avenue and Dyer Road Between Dyer Road and Alton Avenue EXHIBIT 1 75A -8 30 30 Ordinance No. NS -XXX Page 6 of 13 Sec. 36.248. Harbor Boulevard. The speed limits (in miles per hour) for the following portions of Harbor Boulevard are as follows: Between Westminster Avenue and Fifth Street 40 Between Fifth Street and First Street 40 Between First Street and a point six hundred (600) feet south of Kent Avenue 40 Between the city limits of Santa Ana at Santa Ana River (N /O Warner) and Segerstrom Avenue 40 Between Segerstrom Avenue and MacArthur Boulevard 40 Sec. 36 -249. Hazard Avenue. The speed limit (in miles per hour) for the following portion of Hazard Avenue is as follows: Between Euclid Street and Harbor Boulevard 30 Sec. 36 -250. Lake Center Chive. The speed limit (in miles per hour) for the following portion of Lake Center Drive is as follows: Between Harbor Boulevard and Susan Street 35 Sec. 36 -251. Lincoln Avenue. The speed limits (in miles per hour) 'For the following portion of Lincoln Avenue are as follows: Between Fairhaven Avenue and Santa Clara Avenue 35 Between Santa Clara Avenue and Seventeenth Street 35 Between Seventeenth Street and Washington Avenue 35 Sec. 36 -252. Lyon Street. The speed limits (in miles per hour) for the following portion of Lyon Street are as follows: Between First Street and McFadden Avenue 35 Between McFadden Avenue and Edinger Avenue 35 Between Edinger Avenue and Saint Andrew Place 35 Ordinance No. NS -XXX Page 7 of 13 l gx Sec. 36 -253. MacArthur Boulevard. The speed limits (in miles per hour) for the following portion of MacArthur Boulevard are as follows: Between the West City Limit (WCL) at Harbor Boulevard and Fairview Street 40 Between Fairview Street and Main Street 40 Between Main Street and the East City Limit (ECL) at SR 55 40 Sec. 36 -254, Main Place Drive. The speed limit (in miles per hour) for the following portions of Main Place Drive is as follows: Between Main Street /Memory Lane and Broadway 35 Between Broadway and Main Street/Town & Country Road 35 Sec. 36 -255. Main Street. The speed limits (in miles per hour) for the following portions of Main Street are as follows; Between the North City Limit (NCL) at SR 22 and Seventeenth Street 35 Between Seventeenth Street and Washington Avenue 35 Between Washington Avenue and First Street 30 Between First Street and Chestnut Avenue 35 Between Chestnut Avenue and Edinger Avenue 35 Between Edinger Avenue and Warner Avenue 35 Between Warner Avenue and Goetz Avenue 40 Between Goetz Avenue and MacArthur Boulevard 40 Between MacArthur Boulevard and Sunflower Avenue 45 Sec. 36 -256. McFadden Avenue. The speed limits (in miles per hour) for the following portions of McFadden Avenue are as follows: Between the Sail Street/West City Limit (WCL) and Euclid Street 40 Between Euclid Street and Newhope Street 40 Between Newhope Street and Harbor Boulevard 40 Between Harbor Boulevard and Fairview Street 40 Between Fairview Street and Raitt Street 35 Ordinance No. NS -XXX Page 8 of 13 EXHIBIT 1 75A -10 Between Raitt Street and Bristol Street 35 Between Bristol Street and Flower Street 30 Between Flower Street and Main Street 35 Between Main Street and Standard Avenue 35 Between Standard Avenue and Grand Avenue 35 Between Grand Avenue and the East City Limit (ECL) 35 Sec. 36 -257. Memory Lane. 40 The speed limits (in miles per hour) for the following portions of Memory Lane are as follows: Between Santa Ana River/West City Limit (WCL) and Bristol Street 40 Between Bristol Street and Flower Street 35 Between Main Street and the North City Limit (NCL)/ Parker Street 35 Sec. 36.258. Newhope Street. The speed limits (in miles per hour) for the following portion of Newhope Street are as follows; Between Westminster Avenue and First Street 35 Between First Street and Edinger Avenue 35 Sec. 36.259. Pullman Street. The speed limits (in miles per hour) for the following portion of Pullman Street are as follows: Between Warner Avenue and Dyer Road 40 Between Dyer Road and Garry Avenue 40 Sec, 36 -260. Raitt Street. The speed limits (in miles per hour) for the following portions of Raitt Street are as follows: Between First Street and Willits Street 30 Between Willits Street and McFadden Avenue 35 Between McFadden Avenue and Edinger Avenue 40 Between Edinger Avenue and Saint Gertrude Place 40 Between Saint Gertrude Place and Warner Avenue 40 Between Warner Avenue and Segerstrom Avenue 40 Between Segerstrom Avenue and Alton Avenue 40 Ordnance No. NS -XXX Page 9 of 13 L!'v5A x111 Between MacArthur Boulevard and Sunflower Avenue 35 Sec. 36 -261. Ritchey Street. The speed limits (in miles per hour) for the following portions of Ritchey Street are as follows: Between McFadden Avenue and Edinger Avenue 40 Between Edinger Avenue and Wright Street 45 Sec. 36 -262. Santa Ana Boulevard. The speed limits (in miles per hour) for the following portions of Santa Ana Boulevard are as follows: Between Raitt Street and Bristol Street 35 Between Bristol Street and Flower Street 35 Between Flower Street and Ross Street 30 Between Ross Street and French Street 25 Between French Street and Santiago Street 30 Between Santiago Street and Grand Avenue 35 Sec. 36.263. Santa Clara Avenue. The speed limits (in miles per hour) for the following portions of Santa Clara Avenue are as follows: Between Lincoln Avenue and Grand Avenue 35 Between Grand Avenue and Wright Street 40 Between Wright Street and Tustin Avenue 40 Between Tustin Avenue and East City Limit (ECL) /Route 55 40 Sec. 36 -264. Segerstrorn Avenue. The speed limits (in miles per hour) for the following portions of Segerstrom Avenue are as follows: Between Santa Ana River/West City Limit (WCL) and Spruce Street 40 Between Spruce Street and Flower Street /Dyer Road 40 Sec. 36.265. Seventeenth Street. The speed limits (in miles per hour) for the following portions of Seventeenth Street are as follows: Ordinance No. Ns -XXX Page 10 of 13 EXHIBIT 1 75A -12 Between Fairview Street and West City Limit 40 Between Fairview Street and Bristol Street 40 Between Bristol Street and Flower Street 40 Between Flower Street and Main Street 35 Between Main Street and Wright /Eastside Street 35 Between Wright /Eastside Street and Tustin 40 Sec. 36 -266, Standard Avenue. The speed limits (in miles per hour) for the following portions of Standard Avenue are as follows: Between First Street and Chestnut Avenue 30 Between Chestnut Avenue and McFadden Avenue 30 Between McFadden Avenue and Edinger Avenue 30 Between Edinger Avenue and Warner Avenue 35 Sec. 36 -267. Susan Street. The speed limits (in miles per hour) for the following portions of Susan Street are as follows: Between Harvard Street and Pendleton Avenue 35 Between Warner Avenue and MacArthur Boulevard 35 Between MacArthur Boulevard and Sunflower Avenue 35 Sec. 36.268. Reserved. Sec. 36 -269. Tustin Avenue. The speed limits (in miles per hour) for the following portions of Tustin Avenue are as follows: Between North City Limit (NCL) /Fairhaven Avenue and Twentieth Street 40 Between Seventeenth Street and Fruit Street 40 Between Fruit Street and the South City Limit (SCL) north of First Street 40 Sec. 36 -270. Warner Avenue. The speed limits (in miles per hour) for the following portions of Warner Avenue are as follows: Between the West City Limit (WCL) /Santa Ana River west of Harbor Boulevard and Fairview Street 45 Ordinance No. NS -XXX Page 11 of 93 M113 Between Fairview Street and Raitt Street 45 Between Raitt Street and Bristol Street 45 Between Bristol Street and Flower Street 40 Between Flower Street and Main Street 40 Between Main Street and Grand Avenue 40 Between Grand Avenue and the Route 55 Freeway 45 Between the Route 55 Freeway and Red Hill Avenue 45 Sec. 36 -271. Westminster Avenue. Between Euclid Street and Newhope Street 45 Between Newhope Street and Clinton Street 45 Sec. 36 -272 — 36 -397. Reserved. SECTION 4, If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentence, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 5. Neither the adoption of this ordinance nor the repeal hereby of any ordinance shall in any manner affect the prosecution for violation of ordinances, which violations were committed prior to the effective date hereof, nor be construed as affecting any of the provisions of such ordinance relating to the collection of any such license or penalty or the penal provision applicable to any violation thereof, nor to affect the validity of any bond or cash deposit in lieu thereof, required to be posted, filed or deposited pursuant to any ordinance and all rights and obligations thereunder appertaining shall continue in full force and effect. ADOPTED this 4T" day of October, 2016, APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: lx- r _ hn M. Funk Assistant City Attorney Miguel A. Pulido Mayor EX IBIT 1 75A -14 Ordinance No, NS -XXX Page 12 of 13 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on ' and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana L�� Ordinanoe No. NS•XXX Page 13 of 13 75A -16 s^� V1 H d E� ■ Wr ■ ■ U z � D's r A �sR �a w ry� fL K u °o �s >c H m_ n `�F `arm rrs r v' SOU V V U U r a O° U U .^c� ,� siO FM .� p U U U U U P O V F F z,z z .e ° p p O c z Z z ^�z z °�, °° .�? p p p zz bs, z22 cG e z Z z U c eu V V s� „ V z o ti ff z ° z U z v zz �o ° z o U Q a y v N�� M M R M M M M M N N V 6 e 'e :X a 8 vv °v °y o �n �n o �n o 0 0 0 00 0 in n�no00 mmmm M m �n m o v o n In m m m in n�n mmm m W 6 C M h O M M V V V V V M h 11 N b T M V M h N M N M V M N CF O�n V N M M T N pl cY M M N V O O F ` L paan!! O Y In l� V M cOfi cF� N cOT V d' v� N �i O 1 Y V V V V M f- 'cF v� 1� ip M vl O A W zz2z 7 2 Z2, zzZZ,Zzz W Zzz z c k d M1] C k k r k n flo e ,'a d U Vc `m ° xM 'v3 w3m� 3b C �In ww z m N N N N N N N N N N M m M i m T 9 y bNU < N U U ■ Wr ■ ■ U z � D's r A �sR �a w ry� fL K u °o �s >c H m_ n 0 N W W l Vl a qOq i O bA H N y� M N I. U uq 5 s 2 o o ai z� E @ ` � 3 0 o A o 2�« h3z�� -NM +. °' w V n? o Q o .� R w o 0 0 w' .,N `�z °a `ai ti zF aiz� .N t�z z z'zz gzz U z 0 0 E zzs m '� V U� �. Ei D D U ro � � +• ewq m .. m U q°° o z 0 o O o V z z z w z° 0 d e 6 v G E o - m 000 - - M h - n �n v� �n �n �n 0000000 m a E" E O M d' V � v v v M W M N Vl Vl vvm ma�vvv O vv C v d W r M d' �r�c vv r1 m W r V N N O M N v � v�r v Iry e v r m oo PPM err POO �o rr ran .o P � oowcomoo ed 0 �D rD N P d' Vl V b e Gyv M PT � V r r1 r° v �r r P m m m -T O M m N y NI q ry q'qq 4 p m rl M M m M �1 rl m M M M 1 y' ' M rl � r� f1 M M n N N M 5 4 V M n V m m rl M M M N I.D �a�rvvd'CV V O \° `D `^' ACC ^� Q - - - - - - - - N [V y�j � .� .-. � � - - .33- 3N 3N 3N 33 3 3 33 3n 3� 3W -C 3C 3^ A v1. v� u3 u� c3 v%v�ui ui u�ui zz z'z z z z � K a E` a Q wibw as t aci n > ° N o CO] v u b ° o p a v E' a . C C U uq 5 s 2 o o ai z� E @ ` � 3 0 o A o 2�« h3z�� -NM +. 0 M M H 0 N q N CC a u u S "s Q �Ga iiQ ,boo °qi� =13 3 � u m_ 6 � e o � E s zi z i5 a � � JVp •nom y N N D9 0. Y N ^�y (� � OS N L 'y 'o N N V1 O1 0G{ 0A 04 F W pMp � (Gy r 'aPj y1 V1 O N � � + V bC➢ td y Fj � 'V V1 N �+` y OA ''� 011 +� +� y 0{ OS b9 CM OF L m'Lw �LLL LUFF U U o o �; U. y+ ty'L : 5 U ;5 y +� L G o ° U u u U zzF u o m o o 7 z z o z z V 0 m O G D Z s z V o z° O O ca v z E G W a a a N vt N '/1 O O M v1 M V r r Vl v1 M r O V �p N Vl (D d' N W ul O �D M M V e u q' V M M m b M r r 'T v v v d' N Ol r r O CO Vi w V W Vl W M A N� � � � � � � � � � � V V \ � � �➢ V V N N N N (O N .�-i .�. .p. L h Vl Vim] (/\l 33 33 V] V) N Vl Vl Vl V] VI VI VJ f42 V] Vl Vl V] (n (A V] Vi V h fn A zzzz r�wu� zzzzzzzz zz z zzzzz w zzz zzz n z 3 c z .O E D � o n � j ¢ V Q v1 vv C4 b oo ,C � U� ,C�' M Vl PO � � C '� eo � U k to to j` N (a 'Z, e�� nor r r r r r1�r w ww woowoom o. rnwrn o.rnrn a � C L rz � u :17 � x x x a a a 5A u u S "s Q �Ga iiQ ,boo °qi� =13 3 � u m_ 6 a 0 N �i N I DA -LU U_ FP q a' a�8 °ea sus E � � �bd � 0 0 ^v 5d Aso W Y a maw a 5 1,4 a °ate - o u S N F_ m_ J � ocn o z ro c U +W +�tN. N O' Yi F •O W � N A OWN itl M hb9 . "O 7 Y �b M ib NC b w`� _M _M � m m F zzz zz �z .. E ° sH o., ` o. o o p,• w zz �3 "ZZ o o v V z ? 0 ',� 2 0 0 Zz p �� $ z° p� u z v t s p b o p z z z o 9 r E ',"nom o on 0000�nh o;nn M n M V V d' V V `Y V M 1 M M M M( d' M M M O a .. 'e e � z � La rrz O N C � U a L4 V' Mn;, Y Y Y -T r M N N N N M ry M N M M h h h h N y O O z z z z z z Z Z Z Ww W w w Z 7 D U h 7 O yi. > p v ti > v a o o m om" ffi� vbi O V�] � U C N Q '> > (FJ � � N O fp/1 N � �j Qj , ✓ � i FyN (tlT � > L�. o N 'A ✓ N H i .� N � y (n N 0 � mmzsu.xco"wi mc7 3m � 3= 3b'' O N O O O M- r- C, O N -- M, N N N N N N N P P 2 2 2 — 9 a v u a C p p (� C I DA -LU U_ FP q a' a�8 °ea sus E � � �bd � 0 0 ^v 5d Aso W Y a maw a 5 1,4 a °ate - o u S N F_ m_ J Vf H N ai a N .�i u C 9�3 o � s yyy95 � 3 0 o 4�= QQ�N� m_ A T Fri v m +u �« E� w u m �+ ° m 3 eu � �n m e°n o4 Bn' e"'n �f � � � v �a a o°n o y '° r r F s 3 m c z 3 *� z s z c w s' @ 3 '3 a° °' c 0 C p N O 0 O S F d W^ ,c� 'O' O p y (� p p O .d °. z z z z z bl: ° O p O z '� D v' z O O O O z z z z 0+ '= g O +N z U tl d J] ` ^° .Q '� ONL 1T .� °= F U p F N 4�i �i pC p U z j U F 'A O U O F �'N U M '`a O[ N U p z U {� i ^> ti O z O U g O iy ? uz O oQ u z zF, x u u ° z 1� C z u o 0 o O O z s z z z ° z s Ea 9 o o 0 0 O pp 11 fn M V '�Y o� 11 H o p p 0 0 0 0 nG e La y. y� M V c�' ..... M M M M M M M � z " e � "�'= o ono 00po�n o �n �n �n vi vi .n in000 00 000000 0 0 0 �n W 6 v O 1 � = V o C ill M N gq�gy m O� M m q V 1� M V n nm,Jm,J.. � n N m mv� v ry � q 0, h N Vl O M ggmq W n D\ m M m ry M M N OM Md vm� Vm� N OM N A N N N M M M M M M M N M N N N M �D bV b b b b d b b b b h h h M h m N h Vl rn Vz J z z c Q � ° o c g vb' Q M Q N° a' U' b N 'dj N '] m N o w c h'6 t y Q N > [4 vbi p v O z 6 v Qvbi °'vti c QN >,� b �,y vQ Q m d rn 'mo['w cc °� we °❑�''^c'c �ro ma c'0- 'ovc'° b5 me°n = 5�wm3m ° °,� '� w �fAairzww a[73t. 3m rowmw'�vi .-. o'�' w .m. � fi .M- M M h W M M U O N M y M V Vi ^ CF V V1 D a W V Vi u V P O � Vl N M V n Vl .V1. � Vl V� n J 9 R p O a > u C 9�3 o � s yyy95 � 3 0 o 4�= QQ�N� m_ A b b a A 'O q�q TF4 V1 ^0^ 4�M C 0 N ca q �y M Tq� V1 N .dr F V V 0 a` o � cC'S 3 8 a w � c � � o �m K C V bq ++ u' op .J 0_➢ M e➢ L 3 � 0_0 Opp bq � � C _M E UU V °v EU °G a U V UUU V E h U Z z� Z y� +'z 7 w z Z Z Z Z z' a � � c L V C C m 7 z z z E� Timm vvv v v v v �<r ee va E o m e � ,k fi mmM d'vv vv a �'c vv a c<r � W a v O u v a m 't IT 4YY vv O d e N N M m M� h eF m M M M M M 1 m b b b b b b h h Vl h Vl � N h h V 88 L Vl [/ h V� Vl N gg gg ''33 gg a gg c ZZZ Z Z Z 6 �+ '� Nd Vi ^O N �C C N � � � � f: � QUC •O N N V E [Z 5 w C W w �C7 ran w .C7 u`tl, L e > ou 3 V V 0 a` o � cC'S 3 8 a w � c � � o �m REQUEST FOR COUNCIL SUCCESSOR AGENCY ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: RESOLUTION APPROVING A PLAN FOR SPENDING EXCESS 2003 SERIES A TAX ALLOCATION BONDS AND AUTHORIZING A BOND PROCEEDS EXPENDITURE AGREEMENT; APPROPRIATION ADJUSTMENT TO TRANSFER 2003 SERIES A BOND PROCEEDS TO THE CITY {STRATEGIC PLAN NOS. 4, 1 & 6, 1G) 2' / Z CITY MANAGER RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution approving a plan for spending excess tax allocation bond proceeds from the 2003 Series A Tax Allocation Bonds, authorizing a bond proceeds expenditure agreement with the Successor Agency, and making certain findings in connection therewith. 2. Authorize the City Manager and the Clerk of the Council to execute the Bond Proceeds Expenditure Agreement with the Successor Agency to the former Community Redevelopment Agency to receive current excess bond proceeds in the amount of $2,515,560.32 and any future excess bond proceeds, and to expend the funds for capital improvements, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment recognizing $2,515,560.32 in the Successor Agency 2003 Series A Bonds prior year carry forward account (no. 65218002 - 50001) and appropriating same to the expenditure account (no. 65218020 - 69142); approve an appropriation adjustment recognizing $2,515,560.32 in the CDA Capital Projects Fund in revenue account (no. 41818002 - 59899) and appropriating same to expenditure account (nos. 41818831 -66220 and 41818831 - 69011). 80A -1 Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, Series 2003A October 4, 2016 Page 2 SUCCESSOR AGENCY ACTION 1. Adopt a resolution approving a plan for spending excess tax allocation bond proceeds from the 2003 Series A Tax Allocation Bonds, authorizing a bond proceeds expenditure agreement with the City of Santa Ana, directing the transfer of funds to the City, and making certain findings in connection therewith. 2. Authorize the City Manager and the Clerk of the Council to execute the Bond Proceeds Expenditure Agreement with the City of Santa Ana to transfer current excess bond proceeds in the amount of $2,515,560.32 and any future excess bond proceeds to the City for capital improvements, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION Pursuant to Part 1.85 of Division 24 of the California Health & Safety Code ( "Dissolution Law "), the City Council on January 9, 2012, elected for the City to act as the "Successor Agency" to the dissolved Community Redevelopment Agency ( "Agency "). On February 1, 2012, in accordance with the Dissolution Law and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, Case No. S194861, the Agency was dissolved and the City began to serve as the "Successor Agency." The City Council serves as the governing body of the Successor Agency under the Dissolution Law as amended by AB 1484, AB 471, and SB 107, to administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. All actions of the Successor Agency are subject to the review and approval by the Oversight Board. The Agency previously issued its South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A, in the amount of $20,945,000 and Tax Allocation Refunding Bonds, Series 2003B, in the amount of $34,145,000. The Series 2003A bonds were issued to fund redevelopment activities of benefit to the South Main Street Redevelopment Project Area. The Series 2003B bonds were issued to refund the Agency's bonds issued in 1993. Of the $20,945,000 in bond proceeds from Series 2003A, the Agency expended the majority of the proceeds in compliance with the bond covenants prior to the dissolution of the Agency. The Dissolution Law prohibited the Agency from creating new debts and incurring any new obligations. Therefore, bond proceeds in the amount of $2,515,560.32 are currently remaining as of August 31, 2016. Health and Safety Code Section 34191.4(c) allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to January 1, 2011 for the purposes for which the bonds were sold. The Successor Agency received its Finding of Completion on November 26, 2014, and accordingly it now has authority to expend the proceeds in a manner consistent with the original bond covenants. In order to accomplish this, the Successor Agency included the remaining bond 80A -2 Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, Series 2003A October 4, 2016 Page 3 proceeds on the Recognized Obligation Payment Schedule (ROPS) 16 -17 and planned to expend via transfer of funds to the City, as allowed by the Dissolution Law. On May 17, 2016, the State Department of Finance (DOF) pre- authorized the transfer of the remaining Series 2003A bond proceeds to the City, pending final review of the bond expenditure agreement between the City and the Successor Agency approved by the Oversight Board. Upon the City Council and Successor Agency Board's approval of the recommended actions, the bond proceeds expenditure agreement will be submitted to the Oversight Board for approval on October 11, 2016. The City plans to expend the bond proceeds to construct public improvements within the former Agency's South Main Street Redevelopment Project Area, in compliance with the bond covenants (Exhibit B of Exhibits 1 & 2). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #4 — City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment); Goal #6 — Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g. transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). FISCAL IMPACT Approval of the appropriation adjustment will recognize $2,515,560.32 in the Successor Agency's 2003 Series A Bonds prior year carry forward account (no. 65218002 - 50001) and appropriate same to the expenditure account (no. 65218020 - 69142). The appropriation adjustment will also recognize $2,515,560.32 in the CDA Capital Projects Fund in revenue account (no. 41818002 - 59899) and appropriate to the following accounts: Account Projected Expenditure in Amount 41818831 -66220 FY 2016 -17 $ 552,183.00 41818831 -69011 FY 2017 -18 $1,963,377.32 Total $2,515,560.32 APPROVED AS TO FUNDS AND ACCOUNTS: Re ortez / __ -. Francisco Gutierrez Z� O Deputy City Mani Executive Director City Manager's Office Finance and Management Services Agency • I . Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, Series 2003A October 4, 2016 Page 4 SG /sb Exhibits: 1. City Council Resolution (with Bond Spending Plan) 2. Successor Agency Resolution (with Bond Spending Plan) 3. Bond Proceeds Expenditure Agreement • I . EXHIBIT I RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA (1) APPROVING A PLAN FOR SPENDING EXCESS TAX ALLOCATION BOND PROCEEDS (TAX ALLOCATION BONDS, SERIES 2003A), (2) AUTHORIZING A BOND EXPENDITURE AGREEMENT WITH THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA FOR THE CITY TO RECEIVE SUCH FUNDS FOR BOND - ELIGIBLE PURPOSES, AND (3) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (defined below); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health & Safety Code Section 33000, at seq.; and WHEREAS, Assembly Bill x1 26 ( "AB x1 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, at al., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies; thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012 and thereafter further amended by subsequent legislation (together AB x1 26, the Matosantos Decision, AB 1484 and such subsequent legislation are referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law; and WHEREAS, as of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member Oversight Board formed thereunder; and Resolution No. 2016 -XXX Page 1 of 7 • R M EXI-IIM r I WHEREAS, Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 26, 2014; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A (the °2003A Bonds ") that are not otherwise obligated for a project or other enforceable obligation as more fully described below; and WHEREAS, the Successor Agency desires to transfer such Excess Bond Proceeds (defined in the 2003 Agreement, as described below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds to the City and City is willing to accept such Excess Bond Proceeds to enable the City to use such Excess Bond Proceeds in a manner consistent with the original bond covenants and to undertake projects and programs that were not previously funded and obligated by the Successor Agency or the City; and WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ( "2003 Bond Spending Plan ") to advance the City's Resolution No. 2016 -XXX Page 2 of 7 • RM EXHIBIT l community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ("2003 Agreement ") requiring the transfer of current and future Excess Bond Proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, upon receiving Oversight Board approval, the Successor Agency will transferthe Excess Bond Proceeds as referenced in the 2003 Agreement to the City; and WHEREAS, the City desires to approve the 2003 Agreement and the 2003 Bond Spending Plan in substantially the form attached hereto as Exhibits A and B, respectively. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Each of the foregoing recitals is true and correct. Section 2. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds will be accomplished in accordance with the 2003 Bond Spending Plan to fund projects referenced therein. Section 3. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, as follows: A. That the acquisition of land and the installation or construction of the projects will be of benefit to the Successor Agency's redevelopment project area by helping to eliminate one or more blight conditions within the project area; B. That due to fiscal constraints on the City's general fund and various capital projects competing for limited City funds, the City's capital improvement budget is unable to provide funding for the projects, and therefore no other reasonable means of financing the projects are available to the City other than Successor Agency funding; and C. Approval of this Resolution and the transfer of the Excess Bond Proceeds, as more fully described in the 2003 Agreement substantially in the form submitted herewith will facilitate the expenditure of the Excess Bond Proceeds. Section 4. The City Council hereby approves the 2003 Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The City Council hereby approves the 2003 Bond Spending Plan in substantially the form attached hereto as Exhibit B and incorporated herein. The City Resolution No. 2016 -XXX Page 3 of 7 80A -7 EXHIBIT I may amend the 2003 Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The City Manager and the Clerk of the Council are hereby authorized and directed as follows: A, Execute the 2003 Agreement substantially in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager and City Attorney, said execution being conclusive evidence of such approval; B. Take such other and additional actions as may be necessary or convenient to the implementation of the 2003 Agreement. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 4th day of October, 2016. -a �•. Sonia R. Carvalho AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2016 -XXX Page 4 of 7 Miguel A. Pulido Mayor FORM EXHIBIT I CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on October 4, 2016. Date: Clerk of the Council City of Santa Ana Resolution No, 2016 -XXX Page 5 of 7 FORM EXHIBIT I EXHIBIT A BOND PROCEEDS EXPENDITURE AGREEMENT Resolution No. 2016 -XXX Page 6 of 7 Fi l l EXHIBIT 1 BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS This BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) ( "Agreement') is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency") - RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. B. The Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (as defined in Recital D below). C. The Coriummity Redevelopment Agency of the City of Santa Ana ("former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council') and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL "). D, Assembly Bill xl 26 ( "AB x1 26 "), effective on June 28, 201, 1, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. 5194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ( "Finding ") to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds 80A -11 EXHIBIT I obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014. I. The CRL pre - dissolution provided for, and the Dissolution Law post- dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL, Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to ,further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A ( "2003A Bonds ")(together with other funds described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2003A Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2003A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre- or post-dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana South Main Street Redevelopment Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess on procee s y e uccessor gency o t e Cityy, anc�he Ci 's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2003A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. PLOW, THEREFORE, the parties hereto do mutually agree as follows: 80A -12 EXHIBIT I RECITALS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2. DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D. 2.2 `Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010 and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans funded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2003A Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from tax allocation bonds issued on or before December 31, 2010. 2.3 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved ROPS. 2,4 `Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 2.5 "Bond Spending Plan" is defined in Recital K. 3. SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current Excess Bond Proceeds, The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $2,515,560.32 (the "Base Amount "), together with any interest accrued thereon and (ii) such amounts as are held by the trustee for the 2003A Bonds)(the "Trustee Amount "). 3.2 Future Excess Bond Proceeds. The Successor Agency shall transfer to the City all future Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a project or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and/or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement, The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond FOODIMW HXHIBIT I Proceeds to the City shall. be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible ROPS. 3.3 Projects Funded By Excess Bond Proceeds, The Successor Agency assigns to the City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds, The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond documents for the 2003A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2003A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2003A Bonds (the "2003A Indenture ") to the extent the 2003A indenture remains in effect. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generate([ from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such fiords to the Successor Agency, and shall use such funds for uses consistent with applicable covenants of the 2003A Bonds, The City may spend Excess Bond Proceeds received or retained tinder this Agreement on any project, program, or activity authorized under the Bond Spending Plan. Notwithstanding anything to the contrary in this Agreement or the Bond Spending Plan, the City shall spend Excess Bond Proceeds consistent with all covenants of the 2003A Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2003A Bonds and other applicable laws, The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the terms of the 2003A Indenture, to the extent the 2003 A Indenture remains in effect. The City hereby assumes all contracts entered into or assumed by the Successor Agency past dissolution or entered into by the former Agency pre - dissolution related to the expenditure of __— �_____��,,.�a- n.,.,,e .1 PI- 3-�7r:.�; rimer, rk�firn- riFrl- h�rlaxrrcc- Rnn -ri PrrrnnnriG- WiI'11�t1re- exCeDCiOn of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency, The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA and /or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan, The City may amend the Bond Spending 4 • ' 1 I .� EXHIBIT I Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development, Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City pursuant to this Agreement. 5. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 5.2 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement. 5.3 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. 6. SEVERABILITY If any tern, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have bean materially altered or abridged by such invalidation, voiding or unen£orceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. 7. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. $. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. EXHIBIT I 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 10. FURTIIER ASSURANCES Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. [SIGNATURES ON NEXT PAGE] FORAM EXHIBIT I In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City M ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIAMVA 1-10 City At m} y III C "CITY" CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager 7 80A -17 EXHIBIT I EXHIBIT B BOND SPENDING PLAN Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A Project Description Estimated Costs Capital improvements within the South Main Street Redevelopment Project Area, including but not limited to, public facilities, streets, drains, sewers, parks, sidewalks, $2,515,560.32 streetscapes, landscaping and lighting located on public property or in public rights -of -way. Total $2,515,560.32 Resolution No, 2016 -XXX Page 7 of 7 FOODINFOO SUCCESSOR AGENCY RESOLUTION NO, 2016 -XXX A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (1) APPROVING A PLAN FOR SPENDING EXCESS TAX ALLOCATION BOND PROCEEDS (TAX ALLOCATION BONDS, SERIES 2003A), (2) AUTHORIZING A BOND EXPENDITURE AGREEMENT WITH THE CITY OF SANTA ANA TO TRANSFER SUCH FUNDS TO THE CITY FOR BOND - ELIGIBLE PURPOSES, (3) DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND (4) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (defined below); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana ( "Former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council') and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health & Safety Code Section 33000, at seq.; and WHEREAS, Assembly Bill x1 26 ( "AB x1 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, at al. v. Ana Matosantos, et al., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies; thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012 and thereafter further amended by subsequent legislation (together AB x1 26, the Matosantos Decision, AB 1484 and such subsequent legislation are referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law; and WHEREAS, as of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member Oversight Board formed thereunder; and Resolution 2016 -xxx Page 1 of 7 80A -19 EXHIBI "r2 WHEREAS, Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 26, 2014; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A (the 2003A Bonds ") that are not otherwise obligated for a project or other enforceable obligation as more fully described below; and WHEREAS, the Successor Agency desires to transfer such Excess Bond Proceeds (defined in the 2003 Agreement as described below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the original bond covenants and to undertake projects and programs that were not previously funded and obligated by the Successor Agency or the City; and WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ( "2003 Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and Resolution 2016 -xxx Page 2 of 7 Fi EXHIBIT 2 WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ( "2003 Agreement ") requiring the transfer of current and future Excess Bond Proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, the Successor Agency, upon receiving Oversight Board approval, will transfer the Excess Bond Proceeds referenced in the 2003 Agreement to the City; and WHEREAS, the Successor Agency desires to approve the 2003 Agreement and the 2003 Bond Spending Plan in substantially the form attached hereto as Exhibits A and B, respectively. NOW, THEREFORE, BE IT RESOLVED BY THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA: Section 1, Each of the foregoing recitals is true and correct. Section 2. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds will be accomplished in accordance with the Bond Spending Plan to fund projects referenced therein. Section 3. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record before it, as follows: A. That the acquisition of land and the installation or construction of the projects will be of benefit to the Successor Agency's redevelopment project area by helping to eliminate one or more blight conditions within the project area; B. That due to fiscal constraints on the City's general fund and various capital projects competing for limited City funds, the City's capital improvement budget is unable to provide funding for the projects, and therefore no other reasonable means of financing the projects are available to the City other than Successor Agency funding; and C. Approval of this Resolution and the transfer of the Excess Bond Proceeds, as more fully described in the 2003 Agreement substantially in the form submitted herewith will facilitate the expenditure of the Excess Bond Proceeds, Section 4. The Successor Agency hereby approves the 2003 Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The Successor Agency hereby approves the 2003 Bond Spending Plan in substantially the form attached hereto as Exhibit B and incorporated herein. The Successor Agency acknowledges that, pursuant to the terms of the 2003 Agreement, the Resolution 2016 -xxx Page 3 of 7 80A -21 EXHIBIT 2 City may amend the 2003 Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The City Manager and Clerk of the Council are hereby authorized and directed as follows: A. Execute the 2003 Agreement substantially in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager and City Attorney, said execution being conclusive evidence of such approval; B. Transfer all Excess Bond Proceeds to the City for use by the City in accordance with the 2003 Agreement and the 2003 Bond Spending Plan. Section 7. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 4th day of October, 2016. APPROVED AS TO FORM: Sonia R. Carvalho City Atto T�y Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution 2016 -xxx Page 4 of 7 Miguel A. Pulido Mayor 80A -22 EXHIBIT 2 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the Successor Agency on October 4, 2016. Date: Clerk of the Council City of Santa Ana Resolution 2016 -xxx 80A -23 Page 5 of 7 Resolution 2016 -xxx Page 6 of 7 EXIIIBI F2 WUMM BOND PROCEEDS EXPENDITURE AGREEMENT • I W EXHIBIT 2 BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS This BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) ( "Agreement') is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency "). RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. B. The Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (as defined in Recital D below). C, The Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council') and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL "). D. Assembly Bill xl 26 ( "AB x1 26 "), effective on Jwre 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code and which laws were modified, in pall, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al,, Case No. 5194861 ( "Matosantos Decision "), which laws aid court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 34191,4(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ( "Finding ") to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a mariner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds EXHIBIT2 obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the ,Finding from the State of California Department of Finance dated as ofNovcmber 26, 2014. I. The CRL pre - dissolution provided for, and the Dissolution Law post- dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(x) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A ( "2003A Bonds ")(together with other fiends described in Section 2.1 below, "Bond Proceeds ") that aro not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2003A Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2003A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal. and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana South Main Street Redevelopment Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess on procee s y e uccessar gency to t e City— �an the City's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2003A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. NOW, THERE, FORE, the parties hereto do mutually agree as follows: .O R M •. EXHIBIT 2 RECITALS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2, DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D. 2.2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010 and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans funded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2003A Bonds, and (5) other income or revenues generated from assets acquired or fimded with proceeds from tax allocation bonds issued on or before December 31, 2010. 23 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved BOPS. 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissohtion Law. 2.5 "Bond Spending Plan" is defined in Recital K. SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current Excess Bond Proceeds. The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $2,515,560,32 (the `Base Amount "), together with any interest accrued thereon and (ii) such amounts as are held by the trustee for the 2003A Bonds)(the "Trustee Amount "). 12 Future Excess Bond Proceeds, The Successor Agency shall transfer to the City all future Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a project or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and/or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. The parties intend that payments of 'future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond 80A -27 FAIH tiT 2 Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant BOPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible ROPS. 3.3 Projects Funded By Excess Bond Proceeds, The Successor Agency assigns to the City all responsibilities in relation to the achninistration and implementation of any projects or programs funded by Excess Bond Proceeds. The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution related, to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond documents for the 2003A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2003A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2003A Bonds (the "2003A Indenture ") to the extent the 2003A Indenture remains in effect. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such funds to the Successor Agency, and shall use such fuunds for uses consistent with applicable covenants of the 2003A Bonds. The City may spend Excess Bond Proceeds received or retained under this Agreement on any project, program, or activity authorized under the Bond Spending Plan, Notwithstanding anything to the contrary in this Agreement or the Bond Spending Plan, the City shall spend Excess Bond Proceeds consistent with all covenants of the 2003A Bonds applicable to the particular Excess Bond Proceeds, The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2003A Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the tenns of the 2003A Indenture, to the extent the 2003A Indenture remains in effect, The City hereby assumes all contracts entered into or assumed by the Successor Agency post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of -- Excess BorTd- Proceeds amn —my-ectividun- g- befanded -by-Excess- Bund-Proceeds,---�vith- the- excepticnr of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency, The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA andlor NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN, The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending EXHIBIT 2 Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City pursuant to this Agreement. 5. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 5.2 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement, 5.3 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. 6. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in fill force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or umenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a rnarmer such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. 7. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. 8. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. . ' A .� EXH BIT 2 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action, 10. FURTHER ASSURANCES Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. [SIGNATURES ON NEXT PAGE] 1M1 EXHIBIT 2 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIAt�VA�tI.HO City At r y (�� C "CITY"' CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager 7 80A -31 EXHIBIT 2 EXHIBIT B BOND SPENDING PLAN Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A Project Description Estimated Costs Capital improvements within the South Main Street Redevelopment Project Area, including but not limited to, public facilities, streets, drains, sewers, parks, sidewalks, $2,515,560.32 streetscapes, landscaping and lighting located on public property or in public rights -of -way. Total 52,515,560.32 Resolution 2016 -xxx Page 7 of 7 80A -32 EXHIBIT 3 BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) This BOND PROCEEDS EXPENDITURE AGREEMENT (2003A BONDS) ( "Agreement ") is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1,8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency "). RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. B. The Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (as defined in Recital D below). C. The Conununity Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL" ). D. Assembly Bill xl 26 ( "AB x1 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. S194861 ( "Matosantos Decision"), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies. Thereafter, such laws were amended farther by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated, E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 341914(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ("Finding ") to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds FoorlyffiN EXHIBIT 3 obligations" that slrall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014. 1. The CRL pre - dissolution provided for, and the Dissolution Law post - dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the plamring, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J'. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A ( "2003A Bonds ")(together with other fiends described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2003A Bonds, K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2003A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana South Main Street Redevelopment Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess on procae s y e uccessor gency toi , an The City, s agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2003A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation withir the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight BoarcI approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as oblIganol to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. NOW, THEREFORE, the parties hereto do mutually agree as follows; • ' 1 I .� EXHIBIT 3 RECITALS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2. DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D. 2.2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010 and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans ftrnded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2003A Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from tax allocation bonds issued on or before December 31, 2010. 23 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved BOPS. 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 2.5 "Bond Spending Plan" is defined in Recital K. SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current Excess Bond Proceeds. The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $2,515,56032 (the "Base Amount "), together with any interest accrued thereon and (ii) such amounts as are held by the trustee for the 2003A Bonds)(the "Trustee Amount "). 3.2 Future Excess Bond Proceeds. The Successor Agency shall transfer to the City all future Excess Bond, Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a proj ect or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and/or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond FOR EXHIBff 3 Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible ROPS. 3.3 Projects Funded By Excess Bond Proceeds, The Successor Agency assigns to the City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds, The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond documents for the 2003A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2003A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2003A Bonds (the "2003A Indenture ") to the extent the 2003A Indenture remains in effect. 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds, The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such fiords to the Successor Agency, and shall use such funds for uses consistent with applicable covenants of the 2003A Bonds, The City may spend Excess Bond Proceeds received or retained trader this Agreement on any project, program, or activity authorized under the Bond Spending Plan. Notwithstanding anything to the contrary in this Agreement or the Bond Spending Plan, the City shall spend Excess Bond Proceeds consistent with all covenants of the 2003A Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2003A Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the terns of the 2003A Indenture, to the extent the 2003A Indenture remains in effect. The City hereby assumes all contracts entered into or assumed by the Successor Agency post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of ---- - - - - -- Exoess-onrl Proce rd-any-uudviduff- tzsba-fanded- by-Excess-Bond-Proeeeds, with the- exceptimi of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency. The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA and/or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 4.2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending .O R •. EXHIBIT 3 Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide finding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City pursuant to this Agreement. 5, ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds, This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 52 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement, 5.3 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. SEVERABILITY If any teen, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in fall force and effect unless the rights and obligations of the parties have been materially altered or abridged . by such invalidation, voiding or rmenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. 7. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder, In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated it this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. 80A -37 EXHIM 1'3 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 10, FURTHER ASSURANCES Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. [SIGNATURES ON NEXT PAGE] EXHIBIT 3 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written, ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City By: ATTEST: MARIA D. IHUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City By: .' «CITY: CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager DI 1 I ' L� REQUEST FOR COUNCIL / SUCCESSOR AGENCY ACTION CITY COUNCIL MEETING DATE: OCTOBER 4, 2016 TITLE: RESOLUTION APPROVING A PLAN FOR SPENDING EXCESS 2011 SERIES A TAX ALLOCATION BONDS AND AUTHORIZING A BOND PROCEEDS EXPENDITURE AGREEMENT; APPROPRIATION ADJUSTMENT TO TRANSFER 2011 SERIES A BOND PROCEEDS TO THE CITY (STRATEGIC PLAN NOS. 4, 1 & 6, 1G) `�a 4, /In;r/ CITY MANA R RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: IG1�:Zi��l ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving a plan for spending excess tax allocation bond proceeds from the 2011 Series A Tax Allocation Bonds, authorizing a bond proceeds expenditure agreement with the Successor Agency, and making certain findings in connection therewith. Authorize the City Manager and the Clerk of the Council to execute the Bond Proceeds Expenditure Agreement with the Successor Agency to the former Community Redevelopment Agency to receive current excess bond proceeds in the amount of $260,695 and any future excess bond proceeds, and to expend the funds for capital improvements, subject to non - substantive changes approved by the City Manager and City Attorney. Approve an appropriation adjustment recognizing $260,695 in the Successor Agency's 2011 Series A Bonds prior year carry forward account (no. 65418002 - 50001) and appropriating same to the expenditure account (no. 65418020 - 69142); approve an appropriation adjustment recognizing $260,695 in the Parking Fund in revenue account (no. 02710002- 59899) and appropriating same to expenditure account (no. 02710132- 66200). SUCCESSOR AGENCY ACTION Adopt a resolution approving a plan for spending excess tax allocation bond proceeds from the 2011 Series A Tax Allocation Bonds, authorizing a bond proceeds expenditure 1 Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, 2011 Series A October 4, 2016 Page 2 agreement with the City of Santa Ana, directing the transfer of funds to the City, and making certain findings in connection therewith. 2. Authorize the City Manager and the Clerk of the Council to execute the Bond Proceeds Expenditure Agreement with the City of Santa Ana to transfer current excess bond proceeds in the amount of $260,695 and any future excess bond proceeds to the City for capital improvements, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION Pursuant to Part 1.85 of Division 24 of the California Health & Safety Code ( "Dissolution Law "), the City Council on January 9, 2012, elected for the City to act as the "Successor Agency" to the dissolved Community Redevelopment Agency ( "Agency "). On February 1, 2012, in accordance with the Dissolution Law and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, Case No. S194861, the Agency was dissolved and the City began to serve as the "Successor Agency." The City Council serves as the governing body of the Successor Agency under the Dissolution Law as amended by AB 1484, AB 471, and SIB 107, to administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. All actions of the Successor Agency are subject to the review and approval by the Oversight Board. The Agency previously issued its Merged Project Area, Tax Allocation Bonds, 2011 Series A, in the amount of $66,790,000 to: (1) defease the Santa Ana Financing Authority's Refunding Revenues Bonds Series A, B, C, and D, and (2) finance redevelopment activities related to the Merged Project area including certain public parking and infrastructure improvements. Of the original $66.79 million, $6.1 million was new bond proceeds for the public improvements. In 2011, the Agency, through a cooperative agreement with the City, took steps to begin the design phase of the improvements to the public parking structures in the downtown area. However, the Dissolution Law prohibited the Agency from creating new debts and incurring any new obligations. Therefore, bond proceeds in the amount of $6,092,482.68 are currently remaining as of August 31, 2016. Health and Safety Code Section 34191.4(c) allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to January 1, 2011, as well as a limited portion of bond proceeds from bonds issued on or after January 1, 2011 for the purposes for which the bonds were sold. The Successor Agency received its Finding of Completion on November 26, 2014, and accordingly it now has authority to expend five percent of the bond proceeds ($260,695) in a manner consistent with the original bond covenants. In order to accomplish this, the Successor Agency included this amount on the Recognized Obligation Payment Schedule (ROPS) 16 -17 and planned to expend via transfer of funds to the City, as allowed by the Dissolution Law. On May 17, 2016, the State Department of Finance (DOF) pre- authorized the transfer of $260,695 of 1 Resolution, Agreement, and Appropriation Adjustment — Tax Allocation Bonds, 2011 Series A October 4, 2016 Page 3 the 2011 Series A bond proceeds to the City, pending final review of the bond expenditure agreement between the City and the Successor Agency approved by the Oversight Board. Upon the City Council and Successor Agency Board's approval of the recommended actions, the bond proceeds expenditure agreement will be submitted to the Oversight Board for approval on October 11, 2016. The City plans to expend the bond proceeds to construct public parking and infrastructure improvements within the former Agency's Merged Project Area, in compliance with the bond covenants (Exhibit B of Exhibits 1 & 2). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #4 — City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment); Goal #6 — Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g. transit vision, street car, fixed guideway project, SARTC master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). FISCAL IMPACT Approval of the appropriation adjustment will recognize $260,695 in the Successor Agency's 2011 Series A Bonds prior year carry forward account (no. 65418002- 50001) and appropriate same to the expenditure account (no. 65418020 - 69142). The appropriation adjustment will also recognize $260,695 in the Parking Fund in revenue account (no. 02710002 - 59899) and appropriate same to expenditure account (no. 02710132 - 66200) for anticipated expenditure in FY 2016 -17. Robert Cortez Deputy City Manager City Manager's Office SG /sb APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. City Council Resolution (with Bond Spending Plan) 2. Successor Agency Resolution (with Bond Spending Plan) 3. Bond Proceeds Expenditure Agreement 1W a I EXHIBIT I RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA (1) APPROVING A PLAN FOR SPENDING EXCESS TAX ALLOCATION BOND PROCEEDS (TAX ALLOCATION BONDS, 2011 SERIES A), (2) AUTHORIZING A BOND EXPENDITURE AGREEMENT WITH THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY AGENCY OF THE CITY OF SANTA ANA TO RECEIVE SUCH FUNDS FOR BOND - ELIGIBLE PURPOSES, AND (3) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (defined below); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community.Redevelopment Law, Health & Safety Code Section 33000, et seq.; and WHEREAS, Assembly Bill x1 26 ( "AB x1 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies; thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012 and thereafter further amended by subsequent legislation (together AB x1 26, the Matosantos Decision, AB 1484 and such subsequent legislation are referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law; and WHEREAS, as of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven- member Oversight Board formed thereunder; and Resolution No. 2016 -XXX Page 1 of 7 .o l , EXHIBIT I WHEREAS, Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011, as well as a limited portion of bond proceeds from bonds issued after December 31, 2010, for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 26, 2014; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Project Area), 2011 Series A (the "2011A Bonds ") that are not otherwise obligated for a project or other enforceable obligation as more fully described below; and WHEREAS, the Successor Agency desires to transfer such Excess Bond Proceeds (defined in the 2011 Agreement, as described below) to the City to enable the _ City to expend such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds to the City and City is willing to accept such Excess Bond Proceeds to enable the City to use such Excess Bond Proceeds in a manner consistent with the original bond covenants and to undertake projects and programs that were not previously funded and obligated by the Successor Agency or the City; and WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ( "2011 Bond Spending Plan ") to advance the City's Resolution No. 2016 -XXX Page 2 of 7 FOB E •, EXHIBIT I community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ( "2011 Agreement ") requiring the transfer of current and future Excess Bond Proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, upon receiving Oversight Board approval, the Successor Agency will transfer the Excess Bond Proceeds as referenced in the 2011 Agreement to the City; and WHEREAS, the City desires to approve the 2011 Agreement and the 2011 Bond Spending Plan in substantially the form attached hereto as Exhibits A and B, respectively. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Each of the foregoing recitals is true and correct. Section 2. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds will be accomplished in accordance with the 2011 Bond Spending Plan to fund projects referenced therein. Section 3. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, as follows: A. That the acquisition of land and the installation or construction of the projects will be of benefit to the Successor Agency's redevelopment project area by helping to eliminate one or more blight conditions within the project area; B. That due to fiscal constraints on the City's general fund and various capital projects competing for limited City funds, the City's capital improvement budget is unable to provide funding for the projects, and therefore no other reasonable means of financing the projects are available to the City other than Successor Agency funding; and C. Approval of this Resolution and the transfer of the Excess Bond Proceeds, as more fully described in the 2011 Agreement substantially in the form submitted herewith will facilitate the expenditure of the Excess Bond Proceeds. Section 4. The City Council hereby approves the 2011 Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The City Council hereby approves the 2011 Bond Spending Plan in substantially the form attached hereto as Exhibit B and incorporated herein. The City Resolution No. 2016 -XXX Page 3 of 7 .o l EXHIBIT I may amend the 2011 Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The City Manager and the Clerk of the Council are hereby authorized and directed as follows: A. Execute the 2011 Agreement substantially in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager and City Attorney, said execution being conclusive evidence of such approval; B. Take such other and additional actions as may be necessary or convenient to the implementation of the 2011 Agreement. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 4th day of October, 2016. APPROVED AS TO FORM: Sonia R. Carvalho Cit AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2016 -XXX Page 4 of 7 .O W • Miguel A. Pulido Mayor EXHIBIT I CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on October 4, 2016. Date: Clerk of the Council City of Santa Ana Resolution No. 2016 -XXX Page 5 of 7 .oe l EXHIBIT I EXHIBIT A BOND PROCEEDS EXPENDITURE AGREEMENT Resolution No. 2016 -XXX Page 6 of 7 Fi l l EXHIBIT l BOND PROCEEDS EXPENDITURE AGREEMENT (2011A Bonds This BOND PROCEEDS EXPENDITURE AGREEMENT (2011A Bonds) ( "Agreement') is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ( "City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 ofDivision 24 ofthe California Health & Safety Code ( "Successor Agency"), RECITALS A. The City is a charter city and municipal corporation duly organized and existing Linder the Constitution and laws of the State of California. B. The Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (as defined in Recital D below). C. The Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council') and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRT "). D. Assembly Bill xl 26 ( "AB xl 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code and which laws were modified, in pact, and determined constitutional by the California Supreme Court in the petition California .Redevelopment Association, et al. v. Ana Matosantos, et al„ Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 201.2, and thereaftcr further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law"), All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ( "Finding ") to use bond proceeds from bonds issued prior to 2011, as well as a limited portion of bond proceeds from bonds issued after December 31, 2010, for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond ,. 1 . mamuu5n covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ("ROPS"), H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014, I. The CRL pre - dissolution provided for, and the Dissolution Law post - dissolution continues to prude for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the farmer redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J. The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Project Area), 2011 Series A ( "2011A Bonds ")(together with other funds described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer from such Bond Proceeds those amounts to the extent allowed under Section 34191.4(c)(2) of the Dissolution Law (as so defined, "Excess Bond Proceeds ") to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2011A Bonds. K. The Successor Agency desires to transfer its Excess Bond 'Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2011A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fund various capital improvements within and outside the former Santa Ana Merged Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445,1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable -- bon - covens, the ucc5— essor Age�c�nd -tire City-havumegatiatud -this Agreement- regLriringthe transfer of current and fixture excess bond proceeds by the Successor Agency to the City, and the City's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2011A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds, With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. ,. 1 . EXHIBIT I NOW, THEREFORE, the parties hereto do mutually agree as follows: RECITALS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2, DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D. 2,2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from the 201 IA Bonds and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from the 2011A Bonds, (3) interest and principal paid on loans funded by proceeds from the 20t to Bonds, (4) moneys held by the trustee in connection with the issuance of the 2011A Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from the 201 IA Bonds. 2.3 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved ROPS and which are available pursuant to Health & Safety Code Section 34191,4(c)(2), 2.4 `Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 2.5 `Bond Spending Plan" is defined in Recital K, SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current Excess Bond Proceeds. The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $260,695, together with any additional amounts as may be authorized pursuant to Health & Safety Code Section 34191.4(c)(2) (which amount, as so determined, constitutes the `Base Amount "), and any interest accrued thereon, together with (ii) such amounts as are held by the trustee for the 2011A Bonds which represent any portion of the Base Amount (the "Trustee Amount`). 3.2 Future Excess Bond Proceeds, The Successor Agency shall transfer to the City all future Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a project or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and /or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. .O EXI-IMIT I The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible ROPS. 3.3 Projects Funded By Excess Bond Proceeds, The Successor Agency assigns to the City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds; provided that a ten percent (10 %) reserve will be held by the trustee for the 2011A Bonds The Successor Agency assigns to the City all contract's entered into by the Successor Agency post- dissolution or the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond documents for the 2011A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2011A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2011A Bonds (the "2011A Indenture "). 4, CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such funds to the Successor Agency, and shall use such fiords for uses consistent with applicable covenants of the 2011A Bonds. The City may spend Excess Bond Proceeds received or retained tinder this Agreement on any project, program, or activity authorized under the Bond Spending Plan. Notwithstanding anything to the contrary in this Agreement or the Bond Spending Plan, the City shall spend Excess Bond Proceeds consistent with all covenants of the 2011A Bonds applicable to the particular Excess Bond Proceeds. The City shalt be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 201 lA Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the terms of the 2011A Indenture. - - -Thg ,City- hereby - assumes- all - contracts- entereit- into -or- assumed- by- tlie5ueeessor-Ageney post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency. The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA and/or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. FOODIMEA EXHIBLT t 42 BOND SPENDING PLAN, The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected, taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide finding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City pursuant to this Agreement. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 5.2 This Agreement is intended solcly for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement. 53 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. ,. 1 . EXHIBIT t 8. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 10. FURTHER ASSURANCES Each party agrees to execute, aelmowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. [SIGNATURES ON NEXT PAGE] 1M . EXHIBIT 1 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R �RV �LHO City A t ' ; n py �/ LE Attorney ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SO4 City Hy: .O 7 "CITY" CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager EX141BIT I EXHIBIT B BOND SPENDING PLAN Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Project Area), 2011 Series A Project Description Estimated Costs Capital improvements to public parking structures in the $260,695 Downtown area Total $260,695 Resolution No. 2016 -XXX Page 7 of 7 FOB • EXHIBIT 2 SUCCESSOR AGENCY RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (1) APPROVING A PLAN FOR SPENDING EXCESS TAX ALLOCATION BOND PROCEEDS (TAX ALLOCATION BONDS, 2011 SERIES A), (2) AUTHORIZING A BOND EXPENDITURE AGREEMENT WITH THE CITY OF SANTA ANA TO TRANSFER SUCH FUNDS TO THE CITY FOR BOND - ELIGIBLE PURPOSES, (3) DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND (4) MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (defined below); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment. Law, Health & Safety Code Section 33000, et seq.; and WHEREAS, Assembly Bill x1 26 ( "AB x1 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et ai., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies; thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012 and thereafter further amended by subsequent legislation (together AB x1 26, the Matosantos Decision, AB 1484 and such subsequent legislation are referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law; and WHEREAS, as of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member Oversight Board formed thereunder; and Resolution 2018 -XXX 80B-19 Page 1 of 7 EXHIBrr 2 WHEREAS, Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011, as well as a limited portion of bond proceeds from bonds issued after December 31, 2010, for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations' that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule; and WHEREAS, with respect to bonds issued after December 31, 2010, only those amounts identified under Section 34191.4(c)(2) are treated as "excess bond proceeds obligations "; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on November 26, 2014; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Project Area), 2011 Series A (the "2011A Bonds ") that are not otherwise obligated for a project or other enforceable obligation as more fully described below; and WHEREAS, the Successor Agency desires to transfer such Excess Bond Proceeds (defined in the 2011 Agreement as described below) to the City to enable the City to expend such Excess Bond Proceeds for redevelopment purposes consistent with all applicable bond covenants; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the original bond covenants and to undertake projects and programs that were not previously funded and obligated by the Successor Agency or the City; and Resolution 2016 -XXX Page 2 of 7 Fi W EXHIBIT 2 WHEREAS, City and Successor Agency staff have prepared a spending plan for using such Excess Bond Proceeds ("2011 Bond Spending Plan ") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the taxing entities from successful development; and WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ( "2011 Agreement ") requiring the transfer of current and future Excess Bond Proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, the Successor Agency, upon receiving Oversight Board approval, will transfer the Excess Bond Proceeds referenced in the 2011 Agreement to the City; and WHEREAS, the Successor Agency desires to approve the 2011 Agreement and the 2011 Bond Spending Plan in substantially the form attached hereto as Exhibits A and B, respectively. NOW, THEREFORE, BE IT RESOLVED BY THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA; Section 1. Each of the foregoing recitals is true and correct. Section 2. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds will be accomplished in accordance with the Bond Spending Plan to fund projects referenced therein. Section 3. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record before it, as follows; A. That the acquisition of land and the installation or construction of the projects will be of benefit to the Successor Agency's redevelopment project area by helping to eliminate one or more blight conditions within the project area; B. That due to fiscal constraints on the City's general fund and various capital projects competing for limited City funds, the City's capital improvement budget is unable to provide funding for the projects, and therefore no other reasonable means of financing the projects are available to the City other than Successor Agency funding; and C. Approval of this Resolution and the transfer of the Excess Bond Proceeds, as more fully described in the 2011 Agreement substantially in the form submitted herewith will facilitate the expenditure of the Excess Bond Proceeds. Resolution 2016 -XXX 80B-21 Page 3 of 7 EXHIBIT 2 Section 4. The Successor Agency hereby approves the 2011 Agreement in substantially the form attached hereto as Exhibit A and incorporated herein. Section 5. The Successor Agency hereby approves the 2011 Bond Spending Plan in substantially the form attached hereto as Exhibit B and incorporated herein. The Successor Agency acknowledges that, pursuant to the terms of the 2011 Agreement, the City may amend the 2011 Bond Spending Plan, subject to compliance with all applicable bond covenants. Section 6. The City Manager and Clerk of the Council are hereby authorized and directed as follows: A. Execute the 2011 Agreement substantially in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager and City Attorney, said execution being conclusive evidence of such approval; B. Transfer all Excess Bond Proceeds to the City for use by the City in accordance with the 2011 Agreement and the 2011 Bond Spending Plan. Section 7. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution 2018 -XXX Page 4 of 7 [Signatures on subsequent page] .O EXHIBIT 2 ADOPTED this 4th day of October, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: NOT PRESENT: Councilmembers: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the Successor Agency on October 4, 2016. Date: Clerk of the Council City of Santa Ana Resolution 2016 -XXX Page 5 of 7 .O EXHIBI P 2 EXHIBIT A BOND PROCEEDS EXPENDITURE AGREEMENT Resolution 2016 -XXX Page 6 of 7 .O EXHIBIT 2 BOND PROCEEDS EXPENDITURE AGREEMENT (2011A Bonds This BOND PROCEEDS EXPENDITURE AGREEMENT (2011A Bonds) ( "Agreement ") is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ( "City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency"). RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. B. The Successor Agency is a public body, corporate and politic, organized and operating under Part 1, 85 of Division 24 of the Dissolution Law (as defined in Recital D below). C. The Community Redevelopment Agency of the City of Santa Ana ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL "). D. Assembly Bill x1 26 ( "AB x1 26 "), effective on June 28, 2011, added Parts 1.8 and 1,85 to Division 24 of the California Health and Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. 5194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012, and thereafter further amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated, E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law, F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ( "Finding ") to use band proceeds from bonds issued prior to 2011, as well as a limited portion of bond proceeds fi•om bonds issued after December 31, 2010, for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond ,. 1 . EXHIBIT 2 covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014. I. The CRL pre - dissolution provided for, and the Dissolution Law post - dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law, L The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Project Area), 2011 Series A ( "2011A Bonds ")(together with other fiords described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer from such Bond Proceeds those amounts to the extent allowed under Section 34191.4(c)(2) of the Dissolution Law (as so defined, "Excess Bond Proceeds ") to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2011 A Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to die City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 2011A Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ("Bond Spending Plan') to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to find various capital improvements within and outside the former Santa Ana Merged Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445.1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable boncT covenants, the uccessor genes the Or yy have n� ed -Ms greemen requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2011A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. FOB • EXHIBIT 2 NOW, THEREFORE, the parties hereto do mutually agree as follows: RECITALS The recitals above are an integral part of this Agmenxent and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2. DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D, 2.2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from the 2011A Bonds and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from the 2011A Bonds, (3) interest and principal paid on loans funded by proceeds from the 2011A Bonds, (4) moneys held by the trustee in connection with the issuance of the 2011A Bonds, and (5) other income or revenues generated from assets acquired or fimded with proceeds from the 2011A Bonds. 23 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved ROPS and which are available pursuant to Health & Safety Code Section 34191.4(c)(2). 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 2.5 "Bond Spending Plan" is defined in Recital K. 3. SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current Excess Bond Proceeds, The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $260,695, together with any additional amounts as may be authorized pursuant to Health & Safety Code Section 34191.4(c)(2) (which amount, as so determined, constitutes the `Base Amount "), and any interest accrued thereon, together with (ii) such amounts as are held by the trustee for the 2011A Bonds which represent any portion of the Base Amount (the "Trustee Amount"). 3.2 Future Excess Bond Proceeds, The Successor Agency shall transfer to the City all future Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1.) Bond Proceeds previously obligated to aproject or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and /or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. .O EXHIBIT 2 The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess. Bond Proceeds to the City, as such fiends become available, are included on the next possible ROPS. 3.3 Projects Funded By Excess Bond Proceeds. The Successor Agency assigns to the City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds; provided that a ten percent (10 %) reserve will be held by the trustee for the 2011A Bonds The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond doctunents for the 2011A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2011A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2011A Bonds (the "2011A Indenture "). 4. CITY OBLIGATIONS The City shall have the following obligations Linder this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and fixture Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such fiends to the Successor Agency, and shall use such funds for uses consistent with applicable covenants of the 2011 A Bonds. The City may spend Excess Bond Proceeds received or retained under this Agreement on any project, program, or activity authorized under the Bond Spending Plan. Notwithstanding anything to the contrary in this Agreement or the Bond Spending Plan, the City shall spend Excess Bond Proceeds consistent with all covenants of the 2011A Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2011 A Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amotmt remains subject to the terms of the 2011A Indenture. Plrc; - City- Irereby -assum s --all- contracts- entered - into -or- assumed- by-thc- uecessor - *gency- post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency. The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA and /or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan, FOODPWOI EXHIBIT 2 4,2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City pursuant to this Agreement. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 5.2 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement. 5.3 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non- defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. .O EXHIBIT 2 BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law, NON- LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shalt be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for anyjudgment or execution thereon entered in any action. 10. FURTHER ASSURANCES Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. [SIGNATURES ON NEXT PACE] Li I E EXHIBIT 2 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA RRV, City Atje np i Lo Attorney ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOP City M "CITY" CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager 7 FOOTITEDI EXHIBIT 2 EXHIBIT B BOND SPENDING PLAN Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Project Area), 2011 Series A Project Description Estimated Costs Capital improvements to public parking structures in the $260,695 Downtown area Total $260,695 Resolution 2016 -XXX Page 7 of 7 .O EXHIBIT 3 BOND PROCEEDS EXPENDITURE AGREEMENT (2011A Bonds) This BOND PROCEEDS EXPENDITURE AGREEMENT (2011A Bonds) ( "Agreement ") is entered into as of October 4, 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ( "City "), and the SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Cade ("Successor Agency "). RECITALS A. The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, B. The Successor Agency is a public body, corporate and politic, organized and operating under Pall 1.85 of Division 24 of the Dissolution Law (as defined in Recital D below). C. The Community Redevelopment Agency of the City of Santa Ana ( "former Agency") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL" ). D. Assembly Bill xl 26 ( "AB x 26 "), effective on June 28, 2011, added Parts 1.8 and 1,85 to Division 24 of the California Health and Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Mcalosantos, et al., Case No. 5194861 (" 1Ylatoscantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding clown of the affairs of former redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 148411) that was effective on June 27, 2012, and thereafter Rirther amended by subsequent legislation (together AB xl 26, the Matosantos Decision, AB 1484, and subsequent legislation thereto are referred to as 'the "Dissolution Law "), All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion (`Finding ") to use bond proceeds from bonds issued prior to 2011, as well as a limited portion of bond proceeds from bonds issued after December 31, 2010, for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond ,. 1 . EXHIBIT 3 covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of November 26, 2014. I. The CRL pre - dissolution provided for, and the Dissolution Law post - dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(c) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity tofurtheu •redevelopmentpttrposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. I The Successor Agency has and will have proceeds of its Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Bonds (Merged Proj Oct Area), 2011 Series A ( "2011 A Bonds ")(together with other finds described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer from such Bond Proceeds those amounts to the extent allowed under Section 34191.4(c)(2) of the Dissolution Law (as so defined, "Excess Bond Proceeds ") to the City to enable the City to expend such Excess Bond Proceeds for redevelopment and other public purposes consistent with all applicable covenants of the 2011A Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use such Excess Bond Proceeds in a manner consistent with the covenants of the 201 IA Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre - dissolution or by the Successor Agency post - dissolution, or by the City pre - or post - dissolution. The City has adopted a spending plan for using such Excess Bond Proceeds ( "Bond Spending Plan") to advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successfid development. The City Council and Successor Agency Board have found that the use of Excess Bond Proceeds are in accordance with the Bond Spending Plan to fiord various capital improvements within and outside the former Santa Ana Merged Project Area (for which a benefit resolution shall have been adopted by the Successor Agency) and are in accordance with CRL Sections 33445, 33445, 1, and 33679 and other applicable law. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable - — bond- (vmrtnts, the-Successo -- Agemiyanzl- the - City- have - negotiated- this-A-grcement- requiiing -the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2011A Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds, With Oversight Board approval, the Successor Agency has listed this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable, will list on successive ROPS if required by the Dissolution Law. ,. 1 . EXHIBIT 3 NOW, THEREFORE, the parties hereto do mutually agree as follows: RECITALS The recitals above are an integral part of this Agreement and set fotth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2. DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D. 2,2 `Bond Proceeds" is defined in Recital J and also includes (1) proceeds from the 2011A Bonds and interest earned thereon, (2) rents, sale proceeds and other revenues generated by properties acquired and/or improved with proceeds from the 2011A Bonds, (3) interest and principal paid on loans funded by proceeds from the 2011 A Bonds, (4) moneys held by the trustee in connection with the issuance of the 2011 A Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from the 2011A Bonds. 2.3 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved ROPS and which are available pursuant to Health & Safety Code Section 34191.4(c)(2). 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 2.5 `Bond Spending Plan" is defined in Recital K. SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current, Excess Bond Proceeds. The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $260,695, together with any additional arnormts as may be authorized pursuant to Health & Safety Code Section 34191.4(c)(2) (which amount, as so determined, constitutes the `Base Amount "), and any interest accrued thereon, together with (ii) such amounts as are held by the trustee for the 2011A Bonds which represent any portion of the Base Amount (the "Trustee Amount "). 3.2 Future Excess Bond Proceeds. The Successor Agency shall transfer to the City all future Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a project or other Enforceable Obligation that become unobligated for any reason, and interest earned thereon, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and /or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. ,. 1 . EXHIBIT 3 The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible BOPS. 33 Projects Funded By Excess Bond Proceeds. The Successor Agency assigns to the City all responsibilities in relation to the administration and implementation of any projects or programs 'funded by Excess Bond Proceeds; provided that a ten percent (10 %) reserve will be held by the trustee for the 2011A Bonds The Successor Agency assigns to the City all contracts entered into by the Successor Agency post - dissolution or the former Agency pre- dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond documents for the 2011A Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2011A Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 201 IA Bonds (the "2011A Indenture "). 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded, from Excess Bond Proceeds, without any obligation to return such fiends to the Successor Agency, and shall use such funds for uses consistent with applicable covenants of the 2011A Bonds. The City may spend Excess Bond Proceeds received or retained under this Agreement on any project, program, or activity authorized under the Bond Spending Plan. Notwithstanding anything to the contrary in this Agreement or the Bond. Spending Plan, the City shall spend Excess Bond Proceeds consistent with all covenants of the 2011A Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent in accordance with all covenants of the 2011A Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The Trustee Amount remains subject to the terms of the 2011A Indenture. - -- — JPhL—CitTherehy- assumes- all - contracts- entered- intcror- assumed -by- the- Stteeessor- Agency post dissolution or entered into by the former Agency pre - dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency. The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA and /or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the Bond Spending Plan. 1P . EXHIBIT 3 4.2 BOND SPENDING PLAN. The City shall be solely responsible for maintaining, administering, and implementing the Bond Spending Plan. The City may amend the Bond Spending Plan as the City deems reasonably necessary in its sole discretion. Any amendments to the adopted Bond Spending Plan will consider uses that advance the City's community development goals while maximizing fiscal and social benefits flowing to the affected taxing entities from successful development. Notwithstanding any contrary provision hereof, unless the City expressly agrees otherwise, the City shall not be obligated to provide funding for any program or project in an amount exceeding the Excess Bond Proceeds provided to the City pursuant to this Agreement. 5. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 52 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement. 5.3 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. 6. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in Rill force and effect coxless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. h1 the event of default, the non - defaulting party will have all the rights and remedies available to it at. law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. ,. 1 . EXHIBIT 3 3. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES AND AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 10. FURTHER ASSURANCES Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to cant' out the intent of this Agreement. tSIGNATURES ON NEXT PAGE] FOB • EXf 11131T 3 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. City Aqd- M Attorney ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SOT City an 7 ,. 1 - °CITY" CITY OF SANTA ANA DAVID CAVAZOS City Manager "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO TIIE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DAVID CAVAZOS City Manager to 1 P 1