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HomeMy WebLinkAbout FULL PACKET_2019-03-5MINUTES OF THE REGULAR AND ADJOURNED PUBLIC HEARING MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA FEBRUARY 19, 2019 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:06 PM ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tem CECILIA IGLESIAS DAVID PENALOZA VICENTE SARMIENTO (5:17 PM) COUNCILMEMBERS Absent: ROMAN REYNA JOSE SOLORIO STAFF Present: STEVEN MENDOZA, Acting City Manager SONIA R. CARVALHO, City Attorney NORMA MITRE, Acting Clerk of the Council PUBLIC COMMENTS — NONE COUNCIL RECESSED TO Room 147 for Closed Session discussion at 5:07 PM 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: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Ross Berrera, et al. v. City of Santa Ana; Orange County Superior Court Case No. 30-2015-00771129. CITY COUNCIL MINUTES 10A-1 FEBRUARY 19, 2019 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Human Resources Executive Director, Steven Pham Employee Organizations: • Santa Ana Police Management Association (PMA) • Confidential Association of Santa Ana (CASA) • Santa Ana Management Association (SAMA) 3. PUBLIC EMPLOYEE EMPLOYMENT / APPOINTMENT pursuant to Government Code 54957(b)(1) Title: City Manager, Acting City Manager, or Interim City Manager 4. PUBLIC EMPLOYEE EMPLOYMENT / APPOINTMENT pursuant to Government Code 54957(b)(1) Title: Clerk of the Council , Acting Clerk of the Council, or Interim Clerk of the Council CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. ADJOURNED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION AT 5:46 PM. CITY COUNCIL MINUTES 2 FEBRUARY 19, 2019 10A-2 CALLED TO ORDER REGULAR OPEN SESSION COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:47 PM ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tem CECILIA IGLESIAS DAVID PENALOZA VICENTE SARMIENTO JOSE SOLORIO (6:19 PM) COUNCILMEMBERS Absent: ROMAN REYNA STAFF Present: STEVEN MENDOZA, Acting City Manager SONIA R. CARVALHO, City Attorney NORMA MITRE, Acting Clerk of the Council PLEDGE OF ALLEGIANCE MAYOR PULIDO INVOCATION DOUG HARDIN, POLICE CHAPLAIN AGENDA ITEMS 65A AND 65B TAKEN OUT OF ORDER. REPORTS 65A. APPROVE AN APPROPRIATION ADJUSTMENTS RECOMMENDED WITH THE MID -YEAR BUDGET UPDATE {STRATEGIC PLAN NO. 4,11 — Finance and Management Service Agency Consideration of matter continued from the February 5, 2019 City Council Meeting. AMENDED MOTION: Consideration of matter continued to the March 5, 2019, City Council meeting CITY COUNCIL MINUTES 3 FEBRUARY 19, 2019 10A-3 MOTION: Villegas SECOND: Iglesias VOTE: AYES: Iglesias, Penaloza, Pulido, Villegas (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Reyna, Sarmiento, Solorio (3) 6513. CONSIDER THE APPROVAL OF AN APPROPRIATION ADJUSTMENT TO FUND MEMORANDUM OF UNDERSTANDING (MOU) WITH THE SANTA ANA POLICE OFFICERS ASSOCIATION (SAPOA) {STRATEGIC PLAN NO. 4,1} — Finance and Management Service Agency Consideration of matter continued from the February 5, 2019 City Council Meeting. AMENDED MOTION: Consideration of matter continued to the March 5, 2019, City Council meeting MOTION: Villegas SECOND: Iglesias VOTE: AYES: Iglesias, Penaloza, Pulido, Villages (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Reyna, Sarmiento, Solorio (3) RECESSED REGULAR OPEN MEETING AND CONVENED TO ADJOURNED REGULAR OPEN SESSION PUBLIC HEARING ITEM 75E AT 5:50 PM. PUBLIC HEARING 75E. PUBLIC HEARING — FINAL ENVIRONMENTAL IMPACT REPORT NO. 2018- 01, DEVELOPMENT AGREEMENT NO. 2018-01, GENERAL PLAN AMENDMENT NO. 2018-06 AND AMENDMENT APPLICATION NO. 2018-10 FOR THE PROPOSED MULTI -FAMILY DEVELOPMENT LOCATED AT 2525 NORTH MAIN STREET {STRATEGIC PLAN NO. 3,2) — Planning and Building Agency CITY COUNCIL MINUTES 4 FEBRUARY 19, 2019 i Planning Commission recommended denial of Development Agreement No. 2018-01, General Plan Amendment No. 2018-06, and Amendment Application No. 2018-10 on January 14, 2019 by a vote of 4-2 (Alderete and Benavides dissented; Cano abstained). Legal Notice published in the Orange County Register on January 25, 2019 and notices mailed on January 24, 2019. Adjourned public hearing item continued from the February 5, 2019, City Council meeting to February 19, 2019 by a vote of 6-0 (Reyna absent). Mayor Pulido continued the Public Hearing from the February 5, 2019, City Council meeting. The following spoke on the matter: • Patricia Bricken, unsupportive of development project. • Rueben Garcia, in support of development project. • Deserae Hernandez, in support of development project. • Patty Maize, unsupportive of development project. • Mark Angell, unsupportive of development project. • Alan Fuller, unsupportive of development project. • David Slaton, unsupportive of development project. • Carol Slaton, unsupportive of development project. • Chris Reese, Vice President of Workforce and Economic Development for Orange County Business Council, in support of development project. • Frank Lopez, unsupportive of development project. • Giles Candy, unsupportive of development project. • Silvia Posada, unsupportive of development project. • Mike Ovale, President of Park Santiago, unsupportive of development project. • Rory Isirk, unsupportive of development project. • Susan Hyatt, unsupportive of development project. • Jeffrey Foster, unsupportive of development project. • Kelly Medina, unsupportive of development project. • Peggy Steggell, unsupportive of development project. • Steve Steggell, unsupportive of development project. • Sue Mcdonald, unsupportive of development project. • Genelle Johnson, unsupportive of development project. • Andrea Lee Hams, unsupportive of development project. • Nellie Rojas, unsupportive of development project. • Debra Curran, unsupportive of development project. • Edwin Garrido, unsupportive of development project. • Doug Macleith, unsupportive of development project. • Candice Vance, unsupportive of development project. • Mary Tinkhom, unsupportive of development project. CITY COUNCIL MINUTES 5 FEBRUARY 19, 2019 10A-5 • Paul Maag, unsupportive of development project. • George Attalla, in support of development project. • Elizabeth Hansburg, on behalf of People for Housing Orange County, in support of development project. • David Pockett, unsupportive of development project. • Patricia Coleman, unsupportive of development project. • Esther Lopez, unsupportive of development project. • Jo Lester, unsupportive of development project. • Gary Thomas, unsupportive of development project. • Lynne Zwick[, unsupportive of development project. • Stephene Gorgone, unsupportive of development project. • Joe Vickers, unsupportive of development project. • Erin Oliver, unsupportive of development project. • Steve La Motte, in support of development project. • Heather Sidell, unsupportive of development project. • Matt Doan, unsupportive of development project. • Paul Lujan, unsupportive of development project. • Dolores Aguilar, unsupportive of development project. • Lori Oliver, unsupportive of development project. • Art Pedroza, in support of development project. • Michelle Ovalle, unsupportive of development project. • Eric Scandrett, unsupportive of development project. • Anna Zhu, unsupportive of development project. • Daniel Smith, unsupportive of development project. • Harris Feldman, unsupportive of development project. • Joey Jones, unsupportive of development project. • Joshua Sherman, unsupportive of development project. • Carol Park, unsupportive of development project. • Sharon Gullikson, unsupportive of development project. • Brian Potraj, unsupportive of development project. • Sabrina Wilson, unsupportive of development project. • Karen Eaton, unsupportive of development project. • Brenda Call, unsupportive of development project. • Justin Chapman, unsupportive of development project. • Adriana De La Rosa, unsupportive of development project. • Karyn Igar, unsupportive of development project. • Mike Plantamura, unsupportive of development project. • Thomas Cartney, unsupportive of development project. • John Fradkin, unsupportive of development project. • Diane Fradkin, unsupportive of development project. • Ned Ganz, unsupportive of development project. • Pam Angell, unsupportive of development project. CITY COUNCIL MINUTES 6 FEBRUARY 19, 2019 10A-6 • Marnie Schabel, unsupportive of development project. • Bill Bonnett, unsupportive of development project. • Dale Helvig, unsupportive of development project. • Jeff Katz, unsupportive of development project. • Rob Richardson, unsupportive of development project. • Catherine Houston, unsupportive of development project. • Billy Leigh, unsupportive of development project. • John Sherman, unsupportive of development project. • Virgel Nickell, in support of development project. • Michele Lujan, unsupportive of development project. • Suzanne Blan, unsupportive of development project. • Christina Dorsa -Smith, unsupportive of development project. • Rene Flores, in support of development project. • Dan Peters, unsupportive of development project. • Danny Carranza, in support of development project. • Satch Guillen, in support of development project. • David Lang, unsupportive of development project. • Lydia Silva, in support of development project. • Marilyn Fuller, unsupportive of development project. • Alex Zamora, in support of development project. • Cathy Morehead, unsupportive of development project. • Alex Espinoza, in support of development project. • Pat Campbell, unsupportive of development project. • Robert Hernandez, in support of development project. • : Frances Rivas, in. support of development project. • Peter Katz, unsupportive of development project. • Emerald Cota, in support of development project. Monet Palafox, in support of development project. • Mary Monqueros, unsupportive of development project. • Anne Wilson, unsupportive of development project. • Paul Maize, unsupportive of development project. • Luis Lopez, in support of development project. • Regina Flores, in support of development project. • Maribel Cota, in support of development project. • Rene Figueroa, in support of development project. • Arthur Lerma, in support of development project. • William Archie, unsupportive of development project. • Julie Tomlinson, unsupportive of development project. • Terry Casey, unsupportive of development project. • Raquel Casey, unsupportive of development project. • Steve Swytak, unsupportive of development project. • Joe Lopez, unsupportive of development project CITY COUNCIL MINUTES 7 FEBRUARY 19, 2019 10A-7 • Stephen Dubickas, unsupportive of development project. • Miguel Ortiz, unsupportive of development project. • William Rogers, unsupportive of development project. • Thomas Frazier, unsupportive of development project. • Kitty Canada, unsupportive of development project. • Fernando Lopez, in support of development project. • Brett Franklin, unsupportive of development project. • Sam Sanchez, unsupportive of development project. • Flor Barajas Tena, unsupportive of development project. • Jonie Archie, unsupportive of development project. • Yvonne Pittman, unsupportive of development project. • Eric Vismantas, unsupportive of development project. • Lindsay Thompson, unsupportive of development project. • Tim Basalone, unsupportive of development project. • Camillia Sornstein, unsupportive of development project. • Eddie Sanchez, in support of development project. • Laurie Horton, unsupportive of development project. • Angelina Lopez, unsupportive of development project. • Robert Gallardo, unsupportive of development project. • PJ Bollinger, in support of development project. There were no other speakers. Mayor Pulido closed the Public Hearing 9:54 P.M. Council discussion ensued. Councilmember Iglesias, requested staff to provide development project overview, outline studies performed, traffic and parking considerations, and a project comparison to other projects developer is pursuing. Expressed concern as to project density and need to place community needs first. Requested staff to provide estimated timeframe for revised development project to return to Planning Commission for consideration. Public Hearing Item 75E discussion recessed at 10:10 P.M. and reconvened at 10:24 P.M. Council discussion continued. Executive Director of Planning and Building Safety, Minh Thai, provided City Council with development overview and studies performed, considerations towards parking requirements, and noted density plan carries with the property. CEQA Consultant, Renee Escario, provided City Council with overview and development comparison between developer's current projects. CITY COUNCIL MINUTES 10A-8 FEBRUARY 19, 2019 Councilmember Sarmiento, provided historical review of other projects that have had incompatible use with the community. Requested staff to outline what is currently allowed to be developed by right. Noted Planning Commission is an advisory body to the City Council. Requested staff to provide City Council with project recommendation. Directed staff to communicate with developer to pursue possibility of modifying project. Applicant Jeremy Ogulnick addressed council's questions. Council discussion continued. Mayor Pro Tem Villegas, requested staff to provide development project measurements and expressed fire safety concerns. Councilmember Penaloza, expressed concern as to parking impact. Requested staff to provide efforts to address parking management on current projects. Councilmember Solorio, expressed concern EIR did not identify more potential impacts and staff efforts to address community concerns. Directed staff to indicate if project meets State guidelines, discuss parking management enforcement options, and to pursue options to create housing preference to Santa Ana residents. Opposed to proposed development project. Supportive of contracting Santa Ana Police to provide security options. City Attorney Carvalho, outlined options to address security concerns, recommended Councilmembers to discuss options with Police Chief Valentin, and discussed Santa Ana resident housing incentives. Indicated developers .proposed revisions. are too, extensive to be addressed at this meeting. Developer and Applicant, Ryan Ogulnik, provided City Council with presentation outlining proposed revisions to reduce density impact. Mayor Pulido, unsupportive of proposed development project. Noted current housing projects under consideration by the City of Santa Ana exceeds 1,000 units. MOTION. Deny staff s recommendation. MOTION: Villegas SECOND: Pulido Council discussion continued. Acting City Manager Mendoza, provided City Council with timeline revised project could potentially return to Planning Commission and City Council. Councilmember Solorio, requested staff to clarify if City Council has discretion to revise proposed development. Supportive of homeownership component in revised development project. CITY COUNCIL MINUTES 9 FEBRUARY 19, 2019 10A-9 Councilmember Penaloza, unsupportive of restarting project process. Mayor Pro Tem Villegas, opined best practice would be to address a General Plan update. Councilmember Sarmiento, supportive of returning item to Planning Commission after staff works with developers. SUBSTITUTE MOTION: Project to be taken back to the Planning Commission after consultation with with staff, applicant and community. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Solorio Iglesias, Penaloza, Sarmiento, Solorio (4) Pulido, Villegas (2) None (0) Reyna (1) ADJOURN THE REGULAR MEETING ADJOURNED PUBLIC HEARING ITEM 75E AND RECONVENE TO THE REGULAR OPEN SESSION AT 11:45 P.M. PUBLIC COMMENTS — (Agendized items) — See 19D. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar items19A through 25B, with the following modifications: Councilmember Sarmiento pulled Agenda Item 19D for separate discussion. MOTION: Villegas VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Iglesias, Penaloza, Pulido, Sarmiento, Solorio, Villegas (6) None (0) None (0) Reyna (1) CITY COUNCIL MINUTES 10 FEBRUARY 19, 2019 10A-10 ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JANUARY 15, 2019 {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office MOTION: Approve Minutes. 10B. MINUTES FROM THE SPECIAL JOINT STUDY SESSION OF THE CITIES OF GARDEN GROVE AND SANTA ANA OF JANUARY 29, 2019 {STRATEGIC PLAN NO. 5, 1 } - Clerk of the Council Office MOTION: Approve Minutes. 10C. MINUTES FROM THE REGULAR MEETING OF FEBRUARY 5, 2019 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Approve Minutes. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) - City Attorney's Office Nothing to report out at, closed. session;; staff provided with direction. 19B. EXCUSED ABSENCES - Clerk of the Council Office 19C. QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 (OCTOBER 1, 2018 TO DECEMBER 31, 2018) {STRATEGIC PLAN NO. 4, 11 - Finance and Management Services Agency MOTION: Receive and file. 19D. m APPROVEY THE REQUEST FOR PROPOSALS FOR THE SALE 0--F---C- J T -Y-2, OWNED PROPERTIES WITH RESTRICTED USE OF PROCEEDS AND ALLOW FOR DIRECT NEGOTIATION FOR SALE OF EXEMPT REAL, PROPERTY PER SANTA ANA MUNICIPAL CODE {STRATEGIC PLAN NOS.j 3, 2C, 5A & 6, 1G} - Public Works Agency and Community Development; Agency---- - -- - - - -� CITY COUNCIL MINUTES 11 FEBRUARY 19, 2019 10A-11 Karyn Rodriguez, urged City Council to continue item until City can address how it intends to comply with California Surplus Land Act. Luis Sarmiento, urged City Council to continue item and to not proceed with RFP. Council discussion ensued. Councilmember Sarmiento, supportive of continuing item, possibly using properties to promote open space and affordable housing. Noted potential compliance issue with California Surplus Land Act. Executive Director of Public Works, Fuad Sweiss, noted all land listed in RFCA does not fall under California Surplus Land Act. MOTION. Continue consideration of matter to two weeks. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Iglesias Iglesias, Penaloza, Villegas (6) None (0) None (0) Reyna (1) BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS Pulido, Sarmiento, Solorio, 20A. APPROVE LEASE AGREEMENT WITH ALDRIDGE GROUP FOR OFFICE SPACE AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (SARTC) LOCATED AT 1000 E. SANTA ANA BLVD. SUITE 300 {STRATEGIC PLAN NO. 3, 2C} — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a site lease agreement with Aldridge Group to compensate the City $4,082 per month, with any partial month prorated at $134 per day, for the lease of 2,041 square feet of office space located at the Santa Ana Regional Transportation Center, for a two-year term beginning on February 20, 2019 through February 19, 2021, with an option for twelve month-to-month extensions, for a total of $144,771 in lease revenue for CITY COUNCIL MINUTES 12 10A-12 FEBRUARY 19, 2019 the entire term of the agreement, including optional extensions, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2019-029). 2. Approve appropriation adjustments. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-085 - Recognizing Fiscal Year 2018-19 lease income in the amount of $16,328 into the Santa Ana Regional Transportation Center Operations Rental -Aldridge Group Revenue Account and appropriating the same amount to the Santa Ana Regional Transportation Center Operations Contractual Services expenditure account. 20B. APPROVE LEASE AGREEMENT WITH SRK ENGINEERING, INC., FOR OFFICE SPACE AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (SARTC) LOCATED AT 1000 E. SANTA ANA BLVD. SUITE 500 {STRATEGIC PLAN NO. 3, 2C) — Public Works Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute a site lease agreement with SRK Engineering, Inc., to compensate the City $1,870 per month, with any partial month prorated at $62 per day, for the lease of 934 square feet of office space located at the Santa Ana Regional Transportation Center, for a one-year term beginning on February 20, 2019 through February 19, 2020, with an option for twelve month-to-monthextensions, for a total of $44,116 in lease revenue for the entire term of the agreement, including optional extensions, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2019-030). 2. Approve appropriation adjustments. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-084 - Recognizing Fiscal Year 2018-19 lease income in the amount of $7,480 into the Santa Ana Regional Transportation Center Operations Rental-SRK Engineering Revenue Account and appropriating the same amount to the Santa Ana Regional Transportation Center Operations Contractual Services expenditure account. 20C. APPROVE AN APPROPRIATION ADJUSTMENT TO RECEIVE ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) MEASURE M2 GRANT FUNDING AND AWARD A CONSTRUCTION CONTRACT TO STL LANDSCAPE, INC., FOR THE MABURY PARK STORMWATER CAPTURE PROJECT (PROJECT 19-6425) (STRATEGIC PLAN NO. 6, 1 C & 1 G) — Public Works Agency; and Parks, Recreation and Community Services Agency CITY COUNCIL MINUTES 13 FEBRUARY 19, 2019 fflh l MOTION: 1. Approve appropriation adjustments. (Requires rive affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-086 - Recognizing $380,000 in Measure M2 grant funds for the Mabury Park Stormwater Capture Project in the Measure M2 Competitive -Street Construction Revenue Account and appropriating the same into the Measure M2 Competitive -Street Construction Expenditure Account. 2. Award a contract to STL Landscape, Inc., the lowest responsible bidder, in accordance with the base bid of $328,160, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Mabury Park Stormwater Capture Project, and authorize the City Manager and Clerk of the Council to execute the contract subject to non -substantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $475,000, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $97,616. PROJECTS/CHANGE ORDERS 23A. AWARD CONTRACT TO ARNAZ ENGINEERING CONTRACTORS, INC., FOR THE FIRST STREET UNDERCROSSING STORMWATER LIFT STATION PROJECT (PROJECT NO 19-6495) {STRATEGIC PLAN NOS. 6, 1 C & 1 G} — Public Works Agency MOTION: Award a contract to Arnaz Engineering Contractors, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $630,300, for construction of the First Street Undercrossing Stormwater Lift Station Project, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager and the Clerk of the Council to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $787,875, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $63,030. CITY COUNCIL MINUTES 14 FEBRUARY 19, 2019 1 OA -14 3. Approve an amendment to the Fiscal Year 2018/19 Capital Improvement Program to add $138,000 in Federal Clean Water Enterprise funds to the First Street Undercrossing Stormwater Lift Station project (No. 19-6495). AGREEMENTS 25A. APPROVE AGREEMENT AMENDMENT WITH WEST COAST ARBORIST, INC. FOR TREE MAINTENANCE SERVICES {STRATEGIC PLAN NO. 6, 1 B} — Parks, Recreation and Community Services Agency; and Public Works Agency MOTION. Authorize the City Manager and Clerk of the Council to execute an amendment to the agreementwith West CoastArborists, Inc. to provide tree maintenance services for the City by: increasing the annual agreement amount by $348,535, which includes $248,535 for the Parks, Recreation and Community Services Agency and a $100,000 for the Public Works Agency for the second year of the first, two-year renewal option period of July 1, 2017 through June 30, 2019, for a total annual cost of $1,679,302.60 (AGMT. No. 2019-031)., and 2. increasing the annual agreement amount by $100,000 for the Public Works Agency for the second, two-year renewal option period of July 1, 2019 through June 30, 2021, for a total annual cost of $1,290,767.60, subject to non -substantive changes approved by.the City.Manager and City Attorney (AGMT. No. 2019-031). 25B. APPROVE AGREEMENT WITH NEIGHBORWORKS ORANGE COUNTY FOR GRANT FUNDED PEDESTRIAN AND BICYCLE SAFETY EDUCATION SERVICES (PROJECT NO. 19-6952) {STRATEGIC PLAN NO. 1, 3, B}— Public Works Agency MOTION. Authorize the City Manager and the Clerk of the Council to execute an agreement with Neighborhood Housing Services of Orange County (dba NeighborWorks Orange County) to provide bicycle safety education services, for the one-year period beginning February 19, 2019, through February 18, 2020, in an amount not to exceed $50,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2019-032). *`END OF CONSENT CALENDAR" CITY COUNCIL MINUTES 15 FEBRUARY 19, 2019 10A-15 BUSINESS CALENDAR ITEMS AGENDA ITEMS 65A AND 65B TAKEN OUT OF ORDER. JOINT SESSIONS OF THE CITY COUNCIL AND THE HOUSING AUTHORITY 80A. CONTINUED: APPROVE A PRE -LOAN COMMITMENT OF $231,494 OF AFFORDABLE HOUSING FUNDS AND A COMMITMENT FOR A 99 -YEAR GROUND -LEASE TO HABITAT FOR HUMANITY OF ORANGE COUNTY FOR THE DEVELOPMENT OF THE LACY STREET PROJECT LOCATED AT 826 AND 830 N. LACY STREET (APN: 398-041-22 / 398-041-18) {STRATEGIC PLAN NO. 5, 3C) — Community Development Agency At its regular meeting on January 23, 2019 the Community Redevelopment and Housing Commission recommended that the City Council and Housing Authority approve the recommended actions by a vote of 5:0 (Ramos and Urzua abstained). Continued from the February 5, 2019 City Council meeting by a vote of 6-0 (Reyna absent). MOTION. Continue matter to the March 5, 2019 City Council Meeting at the request of Acting City Manager. MOTION: Sarmiento SECOND: Pulido VOTE: AYES: Iglesias, Penaloza, Pulido, Sarmiento, Solorio, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Reyna (1) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. CITY COUNCIL MINUTES 16 FEBRUARY 19, 2019 10A-16 85A. DISCUSS AND GIVE DIRECTION TO STAFF TO PREPARE A ONE YEAR EXTENSION OF THE LICENSE AGREEMENT AT CENTENNIAL PARK PROPERTY BETWEEN THE CITY OF SANTA ANA AND RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT FOR MARCH 5 CONSIDERATION - Mayor Pulido Council discussion ensued. Councilmember Iglesias, requested staff to provide status of discussions with National Parks Service. Executive Director of Parks, Recreation and Community Services, Lisa Rudloff, provided City Council with status of ongoing negotiations with National Park Service. Mayor Pulido, recommended a two-year extension and creating committee to address issue. Supportive providing staff direction in pursuing both a one and two-year extension agreement. Councilmember Solorio, supportive of creating an ad hoc committee and two year extension. Councilmember Iglesias, unsupportive of a two-year extension. Supportive of a one-year extension. Expressed need to communicate with residents to address community needs. MOTION:. Direct staff to return in two weeks. with agreements for council to consider an option of a one-year or two-year license extension. MOTION: Pulido VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Iglesias, Penaloza, Pulido, Sarmiento, Solodo, Villegas (6) None (0) None (0) Reyna (1) CITY COUNCIL MINUTES 17 FEBRUARY 19, 2019 10A-17 PUBLIC COMMENTS (If not considered by the Chair at an earlier time. Please refer to Basic City Council Meeting Information page for details). 90A. CITY MANAGER'S COMMENTS Public Works Agency awarded $7.2 million from the State Active Transportation program. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Sarmiento, thanked staff for their efforts and work. Mayor Pro Tem Villegas, echoed statements made by Councilmember Sarmiento. Councilmember Solorio, noted upcoming City of Santa Ana 150 -year anniversary. Councilmember Penaloza, reported attendance at Tet parade, swearing in ceremony at Transportation Corridor Agency, and meeting with Congressman Harley Rouda. Councilmember Iglesias, reported attendance at SCAG meeting, and OCCOG, and Orange County. Sanitation District meeting. Mayor Pulido, thanked City Council. ADJOURNMENT - 12:06 P.M. Norma Mitre Acting Clerk of the Council FUTURE AGENDA ITEMS • Ground -Lease to Habitat for Humanity of Orange County CITY COUNCIL MINUTES 18 FEBRUARY 19, 2019 10A-18 _ REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: RECEIVE AND FILE BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT JULY THROUGH DECEMBER 2018 (STRATEGIC PLAN NO. 5, 1) CITY MANAGER RECOMMENDED ACTIONS CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file Boards and Commissions Biannual Attendance Report. DISCUSSION The Boards and Commissions Attendance Report is prepared biannually to inform the Council regarding member attendance at Board or Commission meetings. This report covers the period of July through December 2018. Pursuant to Council policy, the City Council may remove board or commission members who incur four (4) unexcused absences within the six-month reporting period. Also, Charter Section 901(c) provides that a member of a board or commission who absents him/herself from two (2) regular meetings of such board or commission, consecutively, unless by permission of such board or commission expressed in its official minutes, or fails to attend at least one-half ('/z) of the regular meetings of such board or commission within a calendar year, the office shall become vacant and shall be so declared by the City Council. Examination of the attendance report reveals that no current members have exceeded the limits for permitted absences. Therefore, the only action required is to receive and file the report. STRATEGIC PLAN Approval of this matter allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #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. 1313-1 Boards and Commissions Biannual Report March 5, 2019 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. � 4 Norma Mitre Acting Clerk of the Council Exhibit: 1. Biannual Attendance Reports (9) 13B-2 J V z 0 0 00% to N z lo LU < <OW2 0. U Z WLU W <Q CO LUWI OZIL U 3 �40 a � 5zz W J Q.7 av z z I 7� z U) M a 0 0 M EXHIBIT 1 13B-3 c ILI x x x x x x z C.) LU -j '..13 x. 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LU y) mcov Y X > x X X X X X W X d V C 'aw X X O X X w X W W X g H }O J � C X X X X X X X m X WC.. gQ O `m m �° R g N� a> ro Cd O ni EE H^ y7-p O� y_ �•• EryE m m .3 Z w 3� m G� o f)� �� �I¢ •� E >' d 3 E w N mY V t9 N d LU v a� W� G ?N 13B-19 N 0 a 2 13B-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE -.1 AUTHORIZE THE REQUEST FOR PROPOSALS FOR THE SALE OF CITY -OWNED PROPERTIES WITH RESTRICTED USE OF PROCEEDS AND ALLOW FOR DIRECT NEGOTIATION FOR SALE OF EXEMPT REAL PROPERTY PER SANTA ANA MUNICIPAL CODE (STRATEGIC PLAN NOS. 3,2C, 5A & 6, 1G) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Executive Director of the Public Works Agency to proceed with the release of a Request for Proposals for the sale of City -owned properties purchased with grant funding and with restricted use of proceeds, and allow for direct negotiation for sale of exempt real property, consistent with Santa Ana Municipal Code (SAMC) Article V, Sections 2-706 and 2-709. DISCUSSION The City is the owner of substantial real property assets and interests (Exhibits 1 and 2) that have been acquired for its municipal operations and various improvement projects. Over time, the need for these assets and interests can change, thereby creating an opportunity for their use for other purposes. By allowing remnant, unneeded City -owned real property assets to be employed for other purposes, the City and its residents can benefit from private improvements which provide property tax and sales tax revenue through economic development opportunities. The City's remnant parcels for disposition associated with the recommended action above were all acquired for various public improvement projects with Federal and State grants. These properties are not subject to the Surplus Lands Act (SLA). For purposes of the SLA, surplus land means "land owned by any local agency, that is determined to be no longer necessary for the agency's use, except property being held by the agency for the purpose of exchange." All of the properties that are subject to this Council action, are leftover parcels from right-of-way transactions that have never been put to any municipal or other use and are being held solely for purposes of exchange. The proceeds from the sale of these properties are restricted and must be used to reimburse the granting agencies, and/or to fund improvements within the same or similar project. The recommended action will authorize staff to solicit proposals to dispose twenty-three combined parcels and allow direct negotiations with adjacent property owners for five substandard parcels. 19C-1 Approve Process for Sale of Exempt Remnant Properties March 5, 2019 Page 2 Legal Authority to Dispose of City -Owned Parcels Article V, Section 2-706 of the SAMC governs the sale of real property by the City, and contains provisions for sale to the highest bidder. For substandard parcels that do not meet the minimum zoning requirements for development, Article V, Sections 2-706.1 and 2-709 allow for the sale of any parcel of City -owned real property by direct negotiation with adjacent property owner. If direct negotiations for sale of property to adjacent property owners are not successful, staff will include these substandard property slivers in a subsequent disposition RFP. Activation of Exempt Properties for Disposition Staff from the Community Development, Planning and Building, and Public Works Agencies evaluated the various methods for disposition and is recommending the issuance of an RFP. The RFP process, versus alternative methods, is preferred because it ensures that the City receives maximum value, in terms of public and economic benefits to the community. The RFP process provides the opportunity for a greater response incorporating meaningful land use and development, while requiring proposers to address all City requirements in a clear and realistic way when presenting an offer. Proposed RFP submittal requirements and criteria for evaluation are comprised of the following: • Project Narrative & Preliminary Site Plan for Proposed Development • Bid Amount and Bond Verification • Fiscal and Economic Benefit Analysis • Project Specific Timeline(s) If approved, the RFP will be released at the end of February 2019 with a five-week deadline for submittals. The anticipated award date for this RFP is May 2019 following proposal evaluations and negotiations with selected parties. The estimated economic development benefits that will occur as a result of activation of these vacant lots will promote revenue generating development and increase local workforce base. Additionally, disposing of these exempt properties will generate sustainable City general fund sources with increased property tax rolls and additional utility user taxes collected on an annual basis. Real Property Disposition Policy Exemption The Real Property Disposition Policy, received and filed at the City Council meeting of October 16, 2018, established procedures whereby remnant, City -owned real property assets and interests are identified and recommended for disposition through sale, lease, easement, license, or agreement. However, all of the properties associated with this recommended action were acquired with restricted grant funding and are, thus, exempt from the previously approved Policy. Estimated Financial and Economic Benefits The sale of Real Property is estimated to generate about $10 Million which will be used to reimburse project expenditures and replenish grants used on their acquisition as well as funding more public improvements along Bristol Street. More importantly, the sale of these properties would lead to other significant economic activity spurred from the development of various projects on each parcel including creating local jobs, sales tax, and increased property tax that will be 19C-2 Approve Process for Sale of Exempt Remnant Properties March 5, 2019 Page 3 realized by the city in perpetuity. In addition, the City will be relieved from the continuing maintenance, clean up, and liability from owning these vacant parcels. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City 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). Approval of this item allows the City to meet Goal #3— Economic Development, Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties {city and non -city owned} for new development that will creative new jobs and expand the City's tax base). Approval of this item allows the City 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). FISCAL IMPACT TheqaVi no fiscal impact associated with this action at this time. Accounting details will be provided att e ti a that each sale agreement is presented to Council for approval. Executi a Director Public Vqorks Agency i \v Steven A. 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BRIS- OL ST II , 405Lr2� -21 I FrFND- EXISTING PROPERTY LINE COMBINED PARCEL PARCEL C1 ZONING APPROK AREA COMMERCIAL 18,290 SF =b 1 BRIS L ST 1405-2 -22 r 4 ' ?�-16.,N. BRIS- OL ST , 405Lr2� -21 • l tRf` L PARCEL C1 ZONING APPROK AREA COMMERCIAL 18,290 SF =b I FrFND• __. EXISTING PARCEL C2 PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL 48,597 SF COMMERCIAL 1,1 AC 19C-10 N y= Fr.Fnln PARCEL C3 EXISTING PROPERTY LINE j COMBINED ZONING APPROK AREA PARCEL COMMERCIAL 24.176 SF 19C-11 N yZ I FC;FN_!,- ___ EXISTING PARCEL C4 PROPERTY LINE j COMBINED ZONING APPROX. AREA PARCEL COMMERCIAL 48,287 SF (PARK) 1 1.1 AC 19C-12 FrFNo EXISTING PARCEL C5 PROPERTY LINE ®COMBINED ZONING APPROX. AREA PARCEL COMMERCIAL 49,403 SF (PARK) 1.13 AC 19C-13 cl 00 �2235S. ISTOLS 1 1 W..WA ERAVE 015 94 37 '' j I� X4,1 ��+ -_. ' V •�f r=� C; � � =�e .1AIARNER AVENUE SD I FrFNl7• EXISTING PARCEL C6 PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL COMMERCIAL 17,415 SF 19C-14 I F(;FNn: PARCEL C7 EXISTING PROPERTY LINE Q� COMBINED ZONING APPROX. AREA PARCEL COMMERCIAL 12,734 SF 19C-15 1 FC.FNn• EXISTING PROPERTY LINE COMBINED PARCEL PARCEL C8 ZONING APPROK AREA COMMERCIAL 21,313 SF 19C-16 N y= ry --ii 3RD STREET I ' ,y 00 twirl.}co C7ILI f 00 i _•iY ¢� O j�U, " zLf) Ito I F�+�aN1� ,t,� •� ems. O) IJII � lIt '� �� (V'!�„C$R-6L CN Ll t ff i, . 6ITT:� 1 11 j 2ND STREET N II FAD• PARCEL C9 EXISTING PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL COMMERCIAL 25,139 SF 19C-17 I FhFNn- EXISTING PAR C E L C 10 PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL9,063 SF COMMERCIAL (SUBSTANDARD) 19C-18 N a= I FrFNn: PARCEL C11 EXISTING PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL 5,636 SF COMMERCIAL (SUBSTANDARD) 19C-19 IFr.FND' EXISTING PROPERTY LINE j COMBINED PARCEL 2ND STREET 1ST STREET ml PARCEL C12 ZONING APPROK AREA COMMERCIAL 4,333 SF (SUBSTANDARD) 19C-20 N N,9 II FC;FNf�• EXISTING PROPERTY LINE COMBINED PARCEL PARCEL C13 ZONING APPROK AREA COMMERCIAL 4,000 SF (SUBSTANDARD) 19C-21 N a= EXISTING PROPERTY LINE COMBINED PARCEL PARCEL P1 ZONING I APPROX. AREA PROFESSIONAL (RESIDENTIAL) 19C-22 17,164 SF N N, 2 EXISTING PROPERTY LINE (j0 COMBINED PARCEL PARCEL P2 I ZONING I APPROK AREA PROFESSIONAL 19C-23 36,504 SF 0.84 AC N y= 10TH STREET W co cc 8 N. G NSEY T. -,142 I P:CFNn- EXISTING PARCEL P3 PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL PROFESSIONAL 11,868 SF 19C-24 I 18TH' STREET 4 ) 'I PC - LIS Z M j of Lo � r -L J I Fr,FNn• _• EXISTING PARCEL R1 PROPERTY LINE COMBINED ZONING APPROX. AREA PARCEL RESIDENTIAL (PARK) 4,365 SF 19C-25 M= P J J' 9TH STREET I FGFNI7 _ EXISTING PROPERTY LINE COMBINED PARCEL PARCEL R2 ZONING APPROK AREA RESIDENTIAL 7.755 SF 19C-26 o (A N mo z o co O w J' 9TH STREET I FGFNI7 _ EXISTING PROPERTY LINE COMBINED PARCEL PARCEL R2 ZONING APPROK AREA RESIDENTIAL 7.755 SF 19C-26 I F-rFND-- PARCEL R3 _., EXISTING PROPERTY LINE COMBINED ZONING APPROX. AREA PARCEL RESIDENTIAL 5,949 SF 19C-27 I F:rFNr- EXISTING PARCEL R4 PROPERTY LINE j COMBINED ZONING APPROK AREA PARCEL RESIDENTIAL 9,355 SF 19C-28 19 N «� � � \�� .� _m.� I FGFNn- EXISTING PARCEL R6 PROPERTY LINE COMBINED ZONING APPROX. AREA PARCEL RESIDENTIAL 6,469 SF 19C-30 N a= I FrFNF)- EXISTING PROPERTY LINE �fp COMBINED PARCEL PARCEL R7 ZONING I APPROX. AREA RESIDENTIAL 1 4,701 SF 19C-31 FrFNnPARCEL R9 _ EXISTING PROPERTY LINE COMBINED ZONING APPROX. AREA PARCEL RESIDENTIAL 12,071 SF 19C-33 I FrFND- __ EXISTING PARCEL R10 PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL RESIDENTIAL 8,492 SF 19C-34 IFCFNI): PARCEL R11 EXISTING PROPERTY LINE COMBINED ZONING APPROK AREA PARCEL 3,430 SF RESIDENTIAL (SUBSTANDARD) 19C-35 y= 19C-36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RECEIVE AND FILE — REPORT OF ❑ As Recommended EMPLOYEE PENSION PLANS - AS OF E] Amended ❑ OOrrdinance on 15' Reading JUNE 30, 2017 ❑ Ordinance on 2nd Reading {STRATEGIC PLAN NO. 4, 1} ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file this report of the City's CaIPERS employee pension plan. DISCUSSION The City contracts with the California Public Employee Retirement System (CaIPERS) to provide a defined benefit pension plan to its employees. Each year CaIPERS provides an actuarial valuation for each plan. The City has two plans: one for public safety (police and fire) employees and one for all other employees (referred to as "miscellaneous"). The most recent actuarial valuation provided by CaIPERS (published July 2018) includes data and assumptions as of June 30, 2017. Although the reports are available publicly on the CaIPERS website, the primary users of the detailed and complex reports are both Finance and Human Resources staff. In October 2018, the City's third -party actuarial consultant, Bartel Associates, LLC, validated the information in the CaIPERS actuarial valuations. In December 2018, the City Manager. and members of the City Council's Economic Development Infrastructure Budget Technology (EDIBT) Subcommittee urged staff to prepare a public -friendly report on the City's pension plans. The public -friendly report is attached (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 — City Financial Stability, Objective #1, (Maintain a stable, efficient and transparent financial environment). 19D-1 Receive and File — Report of Employee Pension Plans March 5, 2019 Page 2 FISCAL IMPACT There is no fiscal impact associated with receiving and filing this report. Kathryn Down , CPA Executive Director Finance and Management Services Agency Exhibit: 1. 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N O N N aJ tf p cu a m `M N Q L -i 'O } E _0 a1 - a) +� O a) O a) � a) U L •— t O dA Q ULn c U Nf0 U ONE c=u C O +� O U CoLn cu c .Q Co U Y 3 co Ln Q V- iJ o$ �N vQi a co c ai s M a N s L c a� A a-+ -a � 4 -JL tV) 4� o ° o ° `La Nd u Co bio c aj �4� o v o � o �;o - _o co o� U N U IA wN ai N N O f3 Q N a0+ O E O � 4— +-' v +-j Cl- Q w = N Q) N 4-- i U W .p Q -0+.+ QC d X — � � .- ai U E— W J N N4 -J N f0 N C:O L w fa O a) +� a) > -a 0 O ++ lu -0fB L L v aj O 4-aO O O Ln W -0 N +� c0 LU : N v •N C C U 0 O > ai O u a) U -C a) a) aA Q v.� = H� a 3 X_ - c O 19D-23 CIL-• O 4–) m E L. 0— cz N L 2 A f10 rZ � wo W M O U O Q 5 E 19D-24 s I 3 4 � LInE fv N +-1 E +; C: c, o EDL N fv co L c s fL ( O � N cu v � 2 = .Q � N A) C U O U En L Q L I fL U O c 0) O _ v O O O • vi � � U .N 4, cB = O U Oro _ > Q) fD C U fB c f0 V '> OD � � co V) 4� J V) s V) V) .- 19D-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: RECEIVE AND FILE - SINGLE AUDIT REPORT FOR FISCAL YEAR 2017-2018 ENDING JUNE 30, 2018 (STRATEGIC PLAN NO. 4, 1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: •r• _C ❑ As Recommended ❑ As Amended ❑ Ordinance on 1u Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Single Audit Report for the Fiscal Year Ended June 30, 2018. DISCUSSION All non-federal entities that expend $750,000 or more of federal awards in a year are required to obtain an annual audit to comply with the provisions of the Single Audit Act Amendments of 1996. These audits are performed in accordance with the Government Auditing Standards and the requirements of Title 2 US Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). The Single Audit for the fiscal year 2017-2018 ending June 30, 2018 has been completed by the City's independent auditor, White Nelson Diehl Evans LLP. During the fiscal year, the City expended $54.8 million of federal awards for 24 grant programs, which consisted of the following: Federal Awards Federal Grant Program Expenditures • Section 8 Housing Choice Vouchers 33.8 Community Development Block Grants 5.7 Workforce Innovation and Opportunities Act 3.1 Highway Planning & Construction 2.9 Home Investment Partnership Program 2.7 Homeland Security Grant 2.1 Equitable Sharing (Department of Justice) 1.1 Public Safety Partnership & Community Policing Grants 0.8 Emergency Solutions Grant 0.5 Temporary Assistance for Needy Families 0.5 Various Other Programs 1.6 Total $ 54.8 ' In millions of dollars 19E-1 Receive and File - Single Audit Report for the Fiscal Year 2017-2018 March 5, 2019 Page 2 The Independent Auditors' Report indicates that the City has complied, in all material respects, with the compliance requirements that could have a direct and material effect on each of its majorfederal programs for the fiscal year ended June 30, 2018. The Single Audit Report for the fiscal year 2017-2018 ending June 30, 2018 is posted and available on the City's website (https•//www santa-ana ora/finance/comprehensive-annual-financial-reports- cafr-and-other-financial-reports) along with prior fiscal years. In addition, the report has been submitted for certification as part of the Single Audit Data Collection Form process. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a Stable, Efficient, and Transparent Financial Environment). FISCAL IMPACT There is no fiscal impact associated with this action. g�� Kathryn Downs, CPA Executive Director Finance and Management Services Agency 19E-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: RECEIVE AND FILE QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES OCTOBER 2018 — DECEMBER 2018 {STRATEGIC PLAN NO. 5,3C) ACTING CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Recommend that the City Council receive and file the Quarterly Report for Housing Division Projects and Activities for the period of October 2018 — December 2018. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on January 23, 2019, the Community Redevelopment and Housing Commission (CRHC) by a vote of 7:0 recommended that the City Council receive and file the Quarterly Report for Housing Division Projects and Activities for the period of October 2018 — December 2018. DISCUSSION This report for the quarter beginning October 1, 2018 and ending on December 31, 2018 provides statistics for all of the affordable housing projects and activities for the Housing Division. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, Affordable Housing Funds and Commitments, and Development Projects. Loan Activity Applications The Housing Division offers several different programs including down payment assistance for first-time homebuyers and rehabilitation loans for mobile homes, single-family, multi -family, and historic homes. Inquiries are received from the public and applications are mailed out, received and approved for these programs on a continual basis. Table 1 shows the number of inquiries, applications sent out, received and approved by type for the quarter and for the total fiscal year. 19F-1 Quarterly Report for Housing Division March 5, 2019 Page 2 Table 1: Applications Sent Out, Received & Approved Program Inquiries Q2 Total FY Applications Sent Out Q2 Total FY Applications Received Q2 Total FY Applications A proved Q2 Total FY Single -Family Rehabilitation 20 51 51 82 5 7 0 1 Mobile Home Rehabilitation 4 6 2 4 0 0 0 1 Multi -Family Rehabilitation 0 0 0 0 0 0 0 0 Historic Home Restoration 0 0 0 0 0 0 0 0 Homeownership 28 57 53 86 5 7 0 2 The number of applications received is typically lower than the number of applications sent out in any given period due to the stringent program guidelines for eligibility regulated by the federal government, which makes it difficult for most applicants to qualify. Currently, due to the retirement of the City's Senior Residential Construction Specialist in December 2018 and the promotion of the Residential Construction Specialist into the position, the Housing Division does not have adequate staffing to implement the Home Rehabilitation Program. Any applications received have been put on hold. Staff is exploring options for contracting out the administration of the Home Rehabiliation Program or alternatively hiring for the position. Both solutions will require approximately six months to implement. Rehabilitation Loan Underwriting and Approval Progress For the rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write-up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applications may be in underwriting for several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, one (1) home rehabilitation loan was funded, one (1) Habitat for Humanity home buyer was approved, two (2) inclusionary housing purchases at City Ventures were approved and closed escrow, and two (2) Habitat for Humanity buyers closed escrow. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners with the evaluation of bids and selection of a contractor. Staff also monitors the construction work, approves payments to contractors, and tracks expenditures to ensure compliance with the loan agreement and program guidelines. At the end of this quarter, there were two (2) homeowner rehabilitation projects out to bid and two (2) under construction. Down Payment Assistance Loan Program Progress For the Down Payment Assistance Loan Program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements 19F-2 Quarterly Report Housing Division Projects and Activities March 5, 2019 Page 3 established by the U.S. Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight-hour pre -purchase counseling program from a HUD -approved housing counseling agency, be pre -qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $513,000 for a single family home or condo. On March 6, 2018, City Council approved an update to the Down Payment Assistance Loan Program increasing the loan amount to $80,000 for low income households and approving the use of the Inclusionary Housing Fund to offer down payment assistance of up to $40,000 for moderate income households. The updated program requires the buyer must be a current resident of Santa Ana or work in Santa Ana at least 32 hour per week (except U.S Military Veterans). Additionally, the property needs to be in good condition and pass an inspection. During this quarter, staff conducted one (1) down payment assistance workshop in which a total of 24 people attended and performed outreach at a booth at the United for Housing Fair at the Orange County Fairgrounds. During this quarter, no down payment assistance applications were received. Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio which includes all of the loans entered into by the City and Housing Authority acting as the Housing Successor Agency. As of the end of this quarter, the principal balance was $130,010,022. This is comprised of 410 loans of which 387 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $229,833 in payments of principal and interest during this quarter. Table 2: Portfolio Revenue Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 54 owner -occupancy recertification letters were mailed and 44 were returned and processed. Staff also audited files for twenty-four loans (24) loans and conducted building code compliance inspections for 3 units in one (1) project. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and 19F-3 Funding Source HOME CDBG Redevelopment NSP CaIHOME Loan Payoffs $0 $46,070 $0 $12,058 $0 Residual Receipts $129,631 $0 $10,420 $0 $0 Payments Amortized Loan $3,881 $6,354 $21,419 $0 $0 Payments Total For 02 $133,512 $52,424 $31,839 $12,058 $0 Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 54 owner -occupancy recertification letters were mailed and 44 were returned and processed. Staff also audited files for twenty-four loans (24) loans and conducted building code compliance inspections for 3 units in one (1) project. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and 19F-3 Quarterly Report Housing Division Projects and Activities March 5, 2019 Page 4 all of the inspected units were found to be in compliance at the time of initial inspection. During this quarter staff also audited 10 Housing Opportunities Ordinance rental files. Available Funds and Land Assets for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to promote and facilitate the development of affordable housing as well as land assets held by the Housing Successor Agency. Exhibit 1 provides a summary of the funds available as of the end of this quarter. Exhibit 2 provides a summary of available land assets. Housing Opportunity Ordinance On -Site Develooment: Since 2011, a total of 33 units have been developed on-site as a result of the Ordinance, including 23 ownership units for -sale and 10 rental units: Units Built On -Site Ownership Rental TOTAL 23 10 33 In -Lieu Fees Generated. All in -lieu fees, penalties and other monies collected pursuant to the Housing Opportunity Ordinance, including interest, are deposited into the Inclusionary Housing Fund. Since inception, the Inclusionary Housing Fund has generated $13,885,436 to be used for the development of housing affordable to low and moderate income households, with a reasonable amount spent on administrative or related expenses associated with the administration of the Housing Opportunity Ordinance. These fees were generated from a total of 9 projects that opted to pay the in -lieu fee instead of building units on-site. If those 9 projects had instead built the inclusionary housing units on-site, a total of 393 low-income units or 263 very low-income units would have been created. By comparison, there were 2,589 market -rate units produced or are under construction. Affordable Housing Units under Construction/ Pre -Construction with /n -Lieu Fees: A total of 108 units are under construction / pre -construction with an investment of in -lieu fees generated. This includes a $4,775,000 loan of in -lieu fees to develop 57 units of affordable housing at the Santa Ana Arts Collective and a pre -loan commitment of $1.3 million of in -lieu fees to develop 51 units of affordable housing at the Tiny Tim Plaza project: Units Under Construction / Pre -Construction with In -Lieu Fees Project # of Units TOTAL Santa Ana Arts Collective 57 108 Tiny Tim Plaza 51 19F-4 Quarterly Report Housing Division Projects and Activities March 5, 2019 Page 5 In addition, $3,131,700 of in -lieu fees was committed by City Council on September 14, 2018 to create 200 emergency shelter beds at the Link interim emergency shelter. This report reflects the status of funds and projects for the period ending December.31, 2018 and does not include the award of funds for two projects made by City Council on January 15, 2019. Projects Under Development Below are brief summaries for projects under development. Exhibit 3 provides a development timeline for the larger development projects including the Santa Ana Arts Collective, First Street Apartments, Santa Ana Veterans Village, Aqua Housing, and Tiny Tim Plaza. For Sale Infill Housinq (4010 - 4026 E. McFadden Street) • Developer: Habitat for Humanity of Orange County • Description: Acquisition and new construction project comprised of five (5) affordable single-family homes to be sold to qualified low- to moderate -income buyers. • City Funds: Land provided by the Redevelopment Agency • Status: The project is complete. All five homes have been sold and are presently occupied Santa Ana Arts Collective (1666 N. Main Street) • Developer: Meta Housing Corporation • Description: Acquisition, adaptive reuse and new construction project comprised of 57 affordable rental units designated for professional artists of all disciplines, and 1 manager's unit. Permanent supportive housing for 10 units will be funded by MHSA/SNHP finds from the County of Orange. • City Funds: Inclusionary Housing ($5,275,000), HOME ($2,627.631), CDBG ($500,000) • Update: Construction is 30% complete. Four educational sessions will be held in March to inform artists on how to apply for housing. The applications will be due in June or July. Occupancy is expected in September 2019. First Street Apartments (1440 E. First Street) • Developer: AMCAL Multi -Housing, LLC. • Description: Demolition and new construction of an affordable multifamily apartment complex consisting of 68 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. • City Funds: Housing Successor Agency ($8,522,740) Update: Framing is in progress and 40% complete. Santa Ana Veterans Village (3312 W. First Street) • Developer: Jamboree Housing Corporation with Step Up on Second as the service provider • Description: New construction of an affordable multifamily apartment complex consisting of 75 units of permanent supportive housing with wrap-around supportive services for HUD -Veterans Affairs Supportive Housing (VASH) eligible homeless veterans and 1 manager's unit. 19F-5 Quarterly Report Housing Division Projects and Activities March 5, 2019 Page 6 • City Funds: 75 HUD-VASH Project -Based Vouchers ($9,790,000), HOME-CHDO ($352,963) • Update: Jamboree closed on their financing and a ceremonial ground breaking ceremony was held on Jnauary 7, 2019. Grading will begin as soon as the weather permits. . Aqua Housing (317 E. 17th Street) • Developer: Community Development Partners (CDP) with Mercy House as the service provider • Description: Acquisition, demolition and new construction of a former motel yielding 56 units of affordable permanent supportive housing with wrap-around supportive services for chronically homeless individuals and 1 manager's unit. • City Funds: 56 Project -Based Vouchers ($9,237,900) • Update: The City's Planning Department has reviewed CDP's submitted plans and provided comments, and CDP has resubmitted plans for final approval. They expect to pull building permits and close on their financing in early March. The tax credit deadline to close on their financing is April 15. Tiny Tim Plaza (2223 West 5th Street) • Developer: Community Development Partners • Description: New construction of an affordable multifamily apartment complex consisting of 51 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. • City Funds: Inclusionary Housing ($1,300,000), Housing Successor Agency ($4,700,000) • Update: CDP was successful in obtaining 9% tax credits and expects to close no later than the end of April this year. The tax credit deadline to close on their financing is May 6. The first set of architectural plans will be submitted to the City in early February. There will be no Special Needs Housing Program (SNHP) units since they were awarded 9% tax credits. NSP 1. 2 and 3 Programs The City is seeking proposals for $1,239,599 in NSP Program funds available in the Request for Proposals. Request for Proposals - RFP #18-056 - Affordable Housing Development The City of Santa Ana and the Housing Authority of the City of Santa Ana issued a Request for Proposals (RFP) on July 2, 2018 for the development of affordable housing in the City. Proposed developments may be for acquisition and/or rehabilitation of eligible properties for rental or transitional housing; acquisition and conversion of non-residential property to multifamily rental units; and/or new construction of housing units for rental housing. Land assets owned by the Housing Authority of the City of Santa Ana are also available for development under the RFP. Additional information regarding the RFP is available on the City of Santa Ana's website. 19F-6 Quarterly Report Housing Division Projects and Activities March 5, 2019 Page 7 The City of Santa Ana received thirteen (13) proposals that passed a minimum threshold review. The proposals were reviewed by a Review Panel of City employees. Interviews were held on October 30, 2018 and the Review Panel recommended four projects for approval on November 5, 2018. A Public Hearing was held and the Community Redevelopment and Housing Commission recommended the four projects for award at the December 19, 2018 Commission meeting. City Council approved two of the projects, Santa Ana United Methodist Church (aka Legacy Square) and Francis Xavier, on January 15, 201.9. One of the remaining two projects, Habitat for Humanity, will be recommended to City Council on February 5, 2019. The final remaining project, Budget Inn, will be recommended to City Council in March 2019 pending completion of the financial gap analysis. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Available Funds for Affordable Housing Development Projects 2. Available Land Assets for Affordable Housing Development 3. Project Timelines 19F-7 19F-8 Exhibit 1 Available Funds for Affordable Housing Development Projects As of December 31, 2018 Housing Successor Agency (Housing Authority) $6,532,524 Cash on Hand ($85,227) First Street Apartments Loan 1 ($167,253) First Street Apartments Project Costs ($4,700,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($250,000) Habitat for Humanity Disposition and Development Agreement 3 ($250,000) Administrative Costs Allowance 4 $1,080,044 Available Funds Inclusionary Housing Funds $7,348,982 Cash on Hand 5 ($345,166) Santa Ana Arts Collective Project Costs 6 ($1,300,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($402,365) Administrative Costs Allowance (CDAIPBA) ($360,000) Down Payment Assistance Program 7 ($1,666,275) Interim Emergency Homeless Shelter Agreement 8 $3,275,176 Available Funds HOME Program $3,256,575 Funds to Drawdown $3,256,575 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) $1,687,047 Funds to Drawdown $1,687,047 Available Funds to Drawdown NSP Program (Abandoned, Foreclosed or Vacant Properties Only) $1,250,814 Funds to Drawdown ($321,495) Administrative Costs Allowance $929,319 Available Funds to Drawdown $10,228,161 Total Available Funds ' Approved by Housing Authority on January 16, 2018. 90% of ban paid on March 13, 2018: 10% remaining to be paid upon completion of construction - 2 Approved by City CouncillHousing Authority on June 20, 2017. ° Payment made in January 2019. ° The Housing Successor Agency relies on available cash to fund the monitoring and compliance functions related to the former Redevelopment Agency's housing bans. ° Cash Balance does not include $3,842,195.50 recetved from PR Broadstone Heritage Holdings, Phase III on January 14, 2019. ° Project costs ony, $4.SM in loans approved by City Council paid on July 26, 2017. $400,000 originally approved by City Council on March 6, 2018. One loan paid in September 2018. ° Approved by City Councd on September 18, 2018. Agreement with Mercy House Living Centers, Inc. On"nst year comm8ment reflected here. 19F-10 EXHIBIT 2 AVAILABLE LAND ASSETS FOR AFFORDABLE HOUSING DEVELOPMENT (1) 302 E. Twenty -Second Street a. APN:003-122-25 b. Lot Size: 27,817sf c. Current Zoning: R1 Single -Family Residence, which allows one house per lot. d. Parcel was acquired 10/30/2002 using Low and Moderate Income Housing Asset Fund - 20% Set Aside. e. Previous Use: Purchased from Cal Trans. It was a remnant parcel from the freeway widening project. The site was vacant and undeveloped at the time it was acquired. f. General Plan: Low Density Residential, which allows single-family residences and ancillary uses. g. Maximum du/ac: Seven units per acre. h. Site Condition / Environmental Conditions: Property is irregular in shape, is below the minimum lot size for a residential lot, and will most likely require the approval of several variances from the zoning code in order to facilitate a residential unit. (2) 826 N Lacy / 830 N. Lacy Street a. APN: 398-041-22 / 398-041-18 b. Lot Size: 8,843sf / 7,405sf c. Current Zoning: SD19 - this property is located within the French Park Historic District. d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside (both parcels) e. 826 - Acquired 10/24/1990. f. Previous Use: 830 was formerly 412 E. Vance Street. Acquired 10/20/1994. Demolished a six -unit apartment building and garage in 1995. g. General Plan: Low Density Residential, which allows single-family residences and ancillary uses. h. Maximum du/ac: Seven units per acre. i. Site Condition / Environmental Conditions: This vacant site will need to comply with the design guidelines of the French Park Historic District and will require review by the French Park Design Committee. (3) 1126 & 1146 E. Washington Ave. a. APN:398-092-14 b. Lot Size: 62,347sf (1.43 Acres) c. Current Zoning: SD -84 d. Parcel was acquired 9/5/2007 using Low and Moderate Income Housing Asset Fund - 20% Set Aside e. Previous Use: Purchased from Cal Trans. Remnant parcel from freeway widening project. Cal Trans demolished five buildings on the site in the early 1990s. The site was vacant and undeveloped when it was acquired by the City. f. General Plan: District Center (DC), which is a designation that allows mixed-use development. g. Maximum du/ac: Up to 90 units per acre. h. Site Condition / Environmental Conditions: This property is located within the Transit Village sub -zoning district, which allows the most intense development within the SD - 84 district. Building types allowed include a Tuck Under product (3 stories/18 units per acre) up to a Tower on Podium (25 stories/90 units per acre). 19F-11 19F-12 EXHIBIT 3 Current Affordable Housing Development Project Timelines Jun -15 Santa Ana Arts Collective -1666 Ntain 5t RFP Issued Nov -15 Approved HOME/CDBG Funds Mar -16 Submitted Application for AHSC (Cap & Trade Funds) Sep -16 Awarded AHSC (Cap & Trade) Funds Nov -16 9% Low -Income Housing Tax Credits Awarded Dec -16 Relocation Plan Approved Jul -17 Final Loan Approved/ Close of Escrow Jul -17 Planning Entitlements Approved Jul -17 Building Permits Pulled/Construction Initiated Apr -19 Anticipated Construction Completion Aug -19 Revised Project Completion Date * (Foundation/Building Seismic Adjustments) llllllllllllll,FiEgE#ree# Apartments -1 E. Fi st St Oct -15 Developer Submitted Request for Funds to CDA Santa na V.eterans U Il Apr -16 Planning Entitlements Approved Jun -17 Awarded Successor Agency Funds Jun -17 Relocation Plan Approved Sep -17 9% Low -Income Housing Tax Credits Awarded Jan -18 Final Housing Authority Loan Approved Mar -18 Close of Escrow Mar -18 Construction Initiated Aug -19 Anticipated Construction Completion M3NJ First St ge Dec -16 RFP Issued for PBVs Apr -17 Approved HUD VASH PBVs Jun -17 Awarded HOME CHDO Funds Jun -17 Planning Entitlements Approved Jan -18 Awarded County Special Needs Housing Funds Feb -18 Submittal of 9% Low -Income Housing Tax Credit Application Jun -18 Award of 9% Low -Income Housing Tax Credits Dec -18 Close of Escrow Feb -19 Anticipated Construction Initiated Mar -20 Anticipated Construction Completion 1`19F=43 EXHIBIT 3 Dec -16 Aqua Housing - 347 E. 17th St RFP Issued for PBVs Apr -17 Approved PBVs Jun -17 Planning Entitlements Approved Jun -17 Approved AdditionalPBVs Jan -18 Awarded County Special Needs Housing Funds Jan -18 Submitted Application for HCD Infill Infrastructure Funds Jun -18 Award of HCD Infill Infrastructure Funds Aug -18 Submittal of 4% Low -Income Housing Tax Credit Application Oct -18 Allocation of 4% Low -Income Housing Tax Credits Mar -19 Anticipated Close of Escrow Apr -19 Anticipated Construction Initiated Tiny Tirn Plaza - 2223 W. 5th St Dec -16 Developer Submitted Request for Funds to CDA Jun -17 Awarded City and Housing Successor Agency Funds Jan -18 Planning Entitlements Approved Jul -18 Submittal of 9% Low-income Housing Tax Credit Application Oct -18 Award of 9% Low -Income Housing Tax Credits Apr -19 Anticipated Close of Escrow May -19 Anticipated Construction Initiated OV214 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RECEIVE AND FILE: PUBLIC WORKS ❑ As Recommended AGENCY MONTHLY PROJECT STATUS ❑ As Amended E] ordinance on 1 Reading AND CAPITAL IMPROVEMENT PROGRAM ❑ Ordinance on 2ndReading REPORT FOR FEBRUARY 2019 ❑ Implementing Resolution (STRATEGIC PLAN NO. 5, 1) ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file the Public Works Agency Project Status and Monthly Capital Improvement Program Executive Report for February 2019. DISCUSSION The February 2019 Project Status and Capital Improvement Program (CIP) Executive Summary (Exhibit 1) provides Public Works Agency activity in alignment with the City's Strategic Plan. The report includes tasks, next steps, outcomes, and percentage completed for each project. The CIP Executive Summary Schedule for all projects is available on the City's website at: https://www.santa-ana.org/sites/default/files/pw/documents/Executive-Monthly-CI P-Update-February-2019.pdf The following remarks are provided to note significant matters related to the Public Works Agency: Santa Ana Zoo Plans are underway to renovate the existing Amazon's Edge exhibit at the zoo to house Giant River Otters, as well as to maintain a primate component. Improvements will include reconfiguration of the moat to include underwater viewing, rebuilding of the observation deck area, a new water filtration system and new primate habitat. Pending the securing of construction funds, the project will be advertised for bids in Fall 2019. Centennial Park Site Improvements Three park improvement projects are currently in the Design Phase for Centennial Park: Concrete Sidewalk Replacement, Walkway and Parking Lot Lighting Replacement, and Lake Renovation. The concrete sidewalk and lighting replacement components are on track to begin construction in Summer 2019. Contract documents for the lake renovation will be completed by Summer 2019, and will be released for bid advertisement once funding for construction is secured. Additionally, Centennial Park enhancements will encompass a pathway connection and 19G-1 Monthly CIP Executive Report for February 2019 March 5, 2019 Page 2 trip hazard replacement for localized areas, concrete and paver replacement at the lake landing dock, and visitor sighting areas. Parking lot curb medians and park lighting throughout the park will be upgraded, as well as the removal of wooden structures and reconditioning of landing dock ironwork fencing and wooden posts. West Willits Street Protected Bike Lanes This project will implement protected bike lanes, bike detection, and cross walk enhancements along West Willits Street from Fairview to Raitt. The project is designed to increase bicyclists' safety and mobility. The project is currently in the environmental planning phase. Santa Ana Boulevard and 5th Street Protected Bike Lanes This project will implement median protected bike lanes on Santa Ana Boulevard and 5th Street connecting the Downtown/Civic Center to the Regional Transportation Center. The project is designed to increase bicyclists' safety and mobility. Construction of this project will be coordinated with construction of the OC Streetcar. Bristol Street Protected Bike Lanes This project will implement median protected bike lanes on Bristol Street from Edinger Avenue to 1st Street. The project is designed to increase bicyclists' safety and mobility. Construction of this project is tentatively scheduled to begin by the end of this calendar year and will follow the Metropolitan Water District (MWD) project on Bristol Street. Edinger Avenue Protected Bike Lanes This project includes the implementation of protected bike lanes east- and westbound on Edinger Avenue from the Santa Ana River Trail to Bristol Street. This project will enhance connectivity to the Santa Ana River Trail, encourage additional bicycling, and augment bicycle safety in the city. Construction is anticipated to commence in Summer 2019. Civic Center Lift Stations The two storm water lift stations in the Civic Center Superblock at Santa Ana Boulevard and Parton Street, and Flower and 6th Streets, are approximately 45 years old. The lift stations need to be completely renovated and warning sensors added in order to address major rainstorms in the Superblock. Plans will be completed by the end of this month. Construction is anticipated to commence in Spring 2019. Civic Center ADA Access Construction is currently underway to add two new Americans with Disabilities Act (ADA) - compliant ramps that will provide direct access to the City Council Chamber from the City Hall Courtyard and from the Superblock Parking Structure. The improvements include new walkways, retaining walls, and railing at both locations as well as new landscaping, irrigation, and lighting at the south ramp. Construction is anticipated to be completed in Spring 2019. 19G-2 Monthly CIP Executive Report for February 2019 March 5, 2019 Page 3 Santa Ana Delhi Channel Diversion Construction of the channel diversion structure, site improvements, and stormwater pipeline is complete. Pumps and equipment have been installed, and electrical service has been established. Start-up and testing of the new facility is currently on hold, pending completion of the remaining leg of the stormwater pipeline in the City of Costa Mesa, and is anticipated to be operational in Spring 2019. STRATEGIC PLAN ALIGNMENT 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 associated with this item. 7 Fuad S. $weiss, PE, PLS Public WcVks Agency Exhibit: 1. CIP — Executive Summary Schedule may be reviewed at: httijs•//www santa-ana ore/sites/default/files/pw/documents/Executive-Monthly-CIP-Update-February-2019 pdf 19G-3 19G=4 E. EXHIBIT 1 W rn 8■, N { IIIIYEE O �. 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S8 8888888888 88888888 8 $p$ O p 88 Y�88R88m�^„S�.".88mS�8.°om8.^�. ci^d>c mg$ rj CC V z4 IX c E— L dT E c E E2i E ' 9 o a° � S F i E tl E i E c F tt` F f '• G S ' C 'c.' _c a °e F` u O{ o` ' Y c i o a Q mfr S 3 ma Y 3 j{ gygy gg aa gg _ ga o a ��u” $eider u i yaw �*n,---"addY �• i r, is ii 9■ t i se w E I rt(! e O F N mx� WQ4 IL Q 0 z O e a z ? - ;.,8 LL� _888888 .8888 88881 SI888D888888�8 q N � 4p}[[[p ppm pp ppp y 3 II to E � i ES E lE E E 0 hilpki ii Je341 19G-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RECEIVE AND FILE WATER ENTERPRISE ❑ As Recommended ALTERNATIVE ENERGY FEASIBILITY ❑ As Amended STUDY NONGENERAL FUND E] Ordinance on sReading ( � ❑ 2 Ordinance on ntl Reading {STRATEGIC PLAN NO. 5, 2} ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and File DISCUSSION The City provides potable drinking water and sewage collection for all of the City's residents and businesses. To accomplish this, the City owns and operates a water and sewer system that consists of 870 miles of pipe, 22 groundwater wells, 4 pressure control stations, 7 import water connections, 7 water booster stations, 8 reservoirs, and 2 sanitary sewer lift stations. The groundwater wells, booster stations, and sewer lift stations consume a significant amount of energy to pump water out of the groundwater basin, maintain water system pressure, and maintain sewage flows. One of the objectives of the City's Strategic Plan is to expand opportunities for conservation and environmental sustainability. In this spirit, the Public Works Agency, Water Resources Division, with the assistance of a consultant, explored the feasibility of implementing alternative energy solutions at water system sites throughout the City. The 2019 Water Systems Alternative Energy Feasibility Study (Study) was developed to complete an independent and unbiased alternative energy feasibility assessment, and identify which alternative energy resources have the greatest economic opportunity and practical application for the City's water systems. The Study (Exhibit 1) finds that there does exist opportunities to develop alternative energy projects for the City's water systems and recommends a set of potential projects to be further developed. Highlights from the Study include the following: • The installation of three hydroelectric turbine generators • The installation of solar generation panels at six sites • A net effect of all projects is an investment of almost $8 million yielding a 25 -year savings of over $10 million in energy costs 19H-1 Water Enterprise Alternative Energy Feasibility Study March 5, 2019 Page 2 A reduction in electricity purchases of 25% A reduction in greenhouse gas emissions of 1,330 metric tons of CO2 equivalent Takes a major step toward reaching the goals established in the City of Santa Ana Climate Action Plan from 2015 The City of Santa Ana Water Resources department staff will utilize the Study to pursue grant funding opportunities and prepare future operations and capital improvements schedules with corresponding budgets. Staff will coordinate the Study's findings in conjunction with the current and future water rate studies, to provide a more environmentally responsible water system for City residents. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT no fiscal impact associated with this action. 7 1-uao 5Jieiss, PE, PLS Executi a Director Public qorks Agency Exhibit: 1. 2019 Water Systems Alternative Energy Feasibility Study 19H-2 City of Santa Ana Public Works Agency Water Resources Division Water Systems Alternative Energy Feasibility Study Project Number: 2669.01 February 2019 NV=41144111 Newcomb I Anderson I McCormick A WILLDAN COMPANY 201 Mission Street, Suite 2000, San Francisco, CA 94105 1115 W. Sunset Blvd, Suite 8805, Los Angeles, CA 90012 fie -W13 1 19H-4 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study Foreword The City of Santa Ana Public Works Agency, Water Resources Division, hired Newcomb Anderson McCormick (NAM), a Willdan company, to evaluate the potential to offset some of their electricity purchases with renewable energy. The Agency uses electricity from Southern California Edison (SCE) at about 30 sites around the city for pumping out of wells and pressurizing the distribution system. NAM evaluated past records of pumping operations and electricity use; visited the prospective sites; and reviewed the 2017 Master Water Plan from the Agency. NAM also evaluated the potential to generate electricity from solar power by covering the water storage tanks with solar collectors and by recovering head from the water delivered directly from the Metropolitan Water District. This evaluation assumes that the hydro turbine at SA -1 would continue to generate renewable electricity at its current reduced capacity as a baseline. The savings in this report are the marginal additional savings that would be generated by a new turbine. NAM created cost estimates for constructing these projects and calculated the potential monetary savings by utilizing the new proposed SCE rate schedules, as opposed to the current rates. In addition, a life cycle cost analysis for each option was performed. NAM would like to thank the assistance in performing this project that was provided by Water Resources Manager, Nabil Saba and Assistant Engineer II, Brian Ige. CITY OF SANTA ANA 19H-5 Newcomb I Anderson I McCormick 19H-6 Job No. 2669.01 Water Systems Alternative Energy Feasibility St TABLE OF CONTENTS SECTION 1: EXECUTIVE SUMMARY............................................................................................................. 1 SECTION 2: INTRODUCTION........................................................................................................................ 3 SECTION 3: DESCRIPTION OF SANTA ANA POTABLE WATER DISTRIBUTION SYSTEM ................................ 4 SECTION 4: HISTORICAL WATER DELIVERY................................................................................................. 6 SECTION 5: HISTORICAL ELECTRICITY USE AND RATE SCHEDULES............................................................. 7 SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS ................................................. 10 SECTION 7: POTENTIAL FOR SOLAR POWER GENERATION AT PUMP STATIONS AND CITY YARD........... 22 APPENDICES APPENDIX A— HISTORICAL ELECTRICITY PURCHASES APPENDIX B — 2017 MASTER WATER PLAN APPENDIX C— EXISTING BYRON JACKSON HYDRO TURBINE APPENDIX D—TURBINE PROPOSALS APPENDIX E— PLANT OPERATING RECORDS APPENDIX F— MONTHLY PRODUCTION REPORTS APPENDIX G—TURBINE COST ESTIMATES APPENDIX H — SOLAR MODEL PARAMETERS CITY OF SANTA ANA 19H-7 Newcomb I Anderson I McCormick 19H-8 SECTION 1: EXECUTIVE SUMMARY SECTION 1: EXECUTIVE SUMMARY 1 The City of Santa Ana Public Works Agency purchases 18,000,000 kWh per year to operate well pumps and booster pumps to deliver potable water to 45,000 customer meters. This report evaluates the potential to install on-site renewable energy systems to offset some of this electric load, lowering electric bills and reducing the associated greenhouse gas (GHG) emissions. The renewable energy resources evaluated include placing solar PV modules on the roofs of the storage tanks at five pump stations (Cambridge, East, Garthe, South and West), as well as at the City Yard; and recovering head from water that is delivered directly to the city from the Metropolitan Water District at a pressure that is higher than the city uses (SA -1 replacement, SA -3, SA -6). The implementation cost and energy savings have been calculated for these projects and a life cycle cost analysis has been performed for the anticipated 25 -year life of the equipment. The following table shows the anticipated overall cost and benefit projected for the city. 1.1.3 The net effect of all these project is an investment of almost $8 million with 25 years of savings that will exceed the investment by about $2 million. This is not a great financial investment, but it is a good step in implementing the Climate Action Plan with a project that pays for itself. The implementation of these projects would reduce the Water Resources Divisions purchase of electricity by 25% compared to 2016. This would also reduce the GHG emissions of 1,330 Metric tons of CO2 equivalent by a similar percentage from 2016. As the SCE fuel mix changes to less GHG from year to year, the GHG savings will Newcomb I Anderson I McCormick 19H-9 CITY OF SANTA ANA Turbine SA -1 ($638,763) $38,441 $858,509 $0.090 425,299 Turbine SA -3 ($835,988) $31,965 $409,035 $0.060 536,973 Turbine SA -6 ($1,072,174) $55,131 $1,075,182 $0.065 845,901 Solar Garthe Station ($1,404,000) $38,165 ($148,834) $0.043 894,325 Solar South Station ($194,832) $3,492 ($77,488) $0.046 75,170 Solar West Station ($707,940) $39,780 $635,398 $0.094 422,617 Solar East Station ($677,160) $19,080 ($43,018) $0.048 393,985 Solar Cambridge Station ($334,800) $8,332 ($67,435) $0.045 184,480 Solar City Yard ($1,890,767) $46,325 ($298,129) $0.053 869,805 Total Total ($7,756,424) $280,711 $2,343,220 $0.060 4,648,554 The net effect of all these project is an investment of almost $8 million with 25 years of savings that will exceed the investment by about $2 million. This is not a great financial investment, but it is a good step in implementing the Climate Action Plan with a project that pays for itself. The implementation of these projects would reduce the Water Resources Divisions purchase of electricity by 25% compared to 2016. This would also reduce the GHG emissions of 1,330 Metric tons of CO2 equivalent by a similar percentage from 2016. As the SCE fuel mix changes to less GHG from year to year, the GHG savings will Newcomb I Anderson I McCormick 19H-9 CITY OF SANTA ANA 2 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study shift accordingly. The City of Santa Ana Climate Action Plan from 2015 indicates that the goal for municipal operations is a CO2e reduction of 30% by the year 2020 and 40% by 2035, relative to the 2008 baseline. It is recommended that the City consider investment in these projects to help achieve the GHG goals, while saving money over the life of the project. The summary table shows the effective cost per kWh at which electricity is being saved. Some of the savings are valued at less than the City currently pays for the electricity due to reasons described in this report. These include anticipated new SCE rates that will shift summer on peak hours later, so little solar power will be generated when it is most highly valued. In other cases where there is not a large existing load (such as SA -3 and SA -6) the power must be wheeled to other meters, which lowers its value. Substituting NEMA wheeling of this power for RES -BCT (described in the report) is a way to significantly increase the value of the electricity for these sites, but SCE would need to approve the arrangement. 1. The Total Installed Cost for the turbine projects includes the anticipated construction contract (labor, materials, tax, overhead and profit), contingency, engineering, and project management, minus a potential incentive for SA -1. See Appendix G. 2. The Total Installed Cost for the solar projects includes the anticipated construction contract, contingency, engineering, project management, and an upfront payment for a performance guarantee. The life cycle numbers include an annual maintenance agreement as well. See Appendix H. 3. The economic analysis assumes that electric rates will escalate at 3.5% per year and that the PV performance will degrade at 0.5% per year. The Net Present Value is calculated with a Discount Rate of 3%. See Appendix H. CITY OF SANTA ANA 19H-10 Newcomb I Anderson I McCormick SECTION 2: INTRODUCTION SECTION 2: INTRODUCTION 3 The City of Santa Ana Public Works Agency operates a water distribution system to deliver potable water to 45,000 meters throughout the city, using a series of pipes, pumps, tanks and wells. The Agency delivers an average of 33.5 million gallons per day (MGD) of water, purchasing 18,000,000 kWh of electricity annually to operate the pumps and other loads. The Agency's average electric load is a little over 2 megawatts. This electricity is purchased from Southern California Edison through meters at pump stations and wells on several different rate schedules. The GHG released in the generation of this electricity, based on the average Southern California Edison (SCE) rates used in the Santa Ana Climate Action Plan, is 0.286 metric tons of CO2 equivalent per Megawatt hour (MWh), or a total of 5,148 metric tons per year. This report evaluates the potential to generate renewable electricity to offset some of the cost of this pumping power and to reduce the GHG impact of this electricity use. The two local renewable resources evaluated in this report are the generation of solar power with photovoltaic (PV) modules mounted on storage tanks and carports at the City Yard, and the recovery of head from water delivered to the city system by the Metropolitan Water District. Newcomb I Anderson I McCormick 19H-1 1 CITY OF SANTA ANA 4 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study SECTION 3: DESCRIPTION OF SANTA ANA POTABLE WATER DISTRIBUTION SYSTEM The following information comes from discussions with the Agency engineers, observations at a number of pump stations, and a review of the 2017 Santa Ana Water Masterplan. 3.1 ZONES The city is divided into two zones for potable water supply, the small upper or north zone (northeast of Interstate 5), and the lower or main zone covering the rest of the city. The upper zone is kept at a pressure of about 100 psig, while the main zone was observed to have a pressure of about 70 psig as water leaves the booster pumps, with a lower pressure as it flows through the distribution system. 3.2 TANKS The City of Santa Ana Public Works Agency stores its water in grade level atmospheric tanks, or reservoirs, located around the city, with a total capacity of about 49 million gallons. The tanks are typically from 17 to 35 feet high, with water kept within several feet of the top. This is enough water to serve the city's typical load for more than a day, although it is important to keep the tanks relatively full to meet potential emergency requirements. 3.3 BOOSTER PUMPS Booster pumps (totaling a capacity of 105 million gallons per day and 3,975 hp motor capacity) at each of the tanks pressurize this water from about 6 to 12 psig in the tank to approximately 70 psig for distribution to customers in most of the city, or 100 psig in the upper zone. 3.4 WELL PUMPS Most water is supplied to these tanks by well pumps distributed around the city (21 pumps totaling 5,300 hp in motor capacity). These wells have the capacity to deliver 74 million gallons per day, pumping from a depth of 100 to 300 feet. Fourteen of these well pumps deliver water to the tanks, pumping to 6 to 12 psig. Seven well pumps feed directly into the higher distribution pressure, corresponding to the distribution pressure in that zone. Groundwater in this aquifer is managed by the Orange County Water District in coordination with Metropolitan Water District (MWD). 3.5 MWD CONNECTION POINTS About 25 to 30% of the City's water is delivered directly by MWD to the city's pressurized distribution system through 7 connection points around the city. The connection points use pressure reducing valves (PRVs) to drop the pressure from approximately 160 to 190 psig in the MWD pipes to the city pressure of approximately 70 psig, or 100 psig in the case of SA -6, the one connection in the upper zone. CITY OF SANTA ANA 19H-12 Newcomb I Anderson I McCormick SECTION 3: DESCRIPTION OF SANTA ANA POTABLE WATER DISTRIBUTION SYSTEM 5 One Connection Point, SA -1, has a hydro turbine to generate electricity with some of this pressure differential. Its operation will be discussed later in the report. The design capacity of these 7 connections is 87 million gallons per day, but they are typically operated at lower flow rates. 3.6 ELEVATIONS The city has relatively little change in elevation and the water is maintained in one distribution system for the main zone, more or less at the same pressure and elevation throughout most of the city. The analysis will assume that the small differences in elevation do not affect the performance of the systems. 3.7 WASTEWATER The Agency also operates two wastewater lift stations to deliver it to the regional treatment plant, although these are a small fraction of the annual electrical use. Newcomb I Anderson I McCormick 19H-13 CITY OF SANTA ANA 6 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study SECTION 4: HISTORICAL WATER DELIVERY Per the 2017 Master Water Plan, the City of Santa Ana delivers an average potable water flow of 33.5 MGD, with a maximum daily flow of 45.2 MGD. This total water use is about 12 billion gallons per year, with a peak flow rate of 45,000 gallons per minute (gpm) and an average flow rate of 23,000 gpm. The projection for growth in the Master Plan is fairly moderate, with an anticipated Near -Term average daily load rising to 34.9 MGD, and the full buildout (2040) average load rising to 35.5 MGD, 6% higher than today's load. This analysis will not evaluate the potential effects of increasing loads in the future, because the growth rate is expected to be quite low. CITY OF SANTA ANA 19H-14 Newcomb I Anderson I McCormick SECTION 5: HISTORICAL ELECTRICITY USE AND RATE SCHEDULES 7 SECTION S, HISTORICAL ELECTRICITY USE AND BATE SCHEDULES The Agency purchased 18,284,786 kWh in calendar year 2016. This implies an average use of 2,087 kW throughout the year. Note that the Agency used somewhat more electricity than this, but a portion of this use was offset by the existing hydro generator. There are 31 main Southern California Edison (SCE) electric meters throughout the city serving the water system. Some of these just serve one well pump or one pressure reducing valve. Other meters serve multiple booster pumps and well pumps at a given pump station. 5.1 RATE SCHEDULES The largest electric loads are served by TOU-8-13 rate schedules. Smaller pumping loads are served by TOU-PA-3 and TOU-PA-2 rate schedules. Other meters that just serve a pressure reducing valve (instrumentation, light, ventilation) are served by the TOU-GS-1 rate schedule. These are all Time of Use rate schedules. The most expensive electricity is sold during the summer On Peak period, which occurs from noon to 6 pm on weekdays during June, July, August and September. SCE announced in 2017 its intention to change the hours which are billed as On Peak, reflecting the amount of solar energy on their grid during the middle of the day. The proposed On Peak hours are 4 pm to 9 pm on weekdays, representing the new grid peak demand when loads are high and are not offset by solar generation. The proposal is currently under negotiation with the California Public Utilities Commission. The final outcome is uncertain, but the consensus is that the new On Peak period will be as requested by SCE, or within an hour of the request. Projects in this report will be evaluated based on the SCE proposed rate schedule. Even though it is not finalized, the proposed rate schedule should give a more accurate picture of the likely savings from these projects. The new time of use periods will not have a significant impact on the hydro turbine project because the turbines will typically operate the same during the afternoons as they do during the evenings. The new time of use periods, however, will adversely impact the value of solar energy. Under the current rate schedule most of the solar energy generated offsets the more expensive electricity of the On Peak and Mid Peak periods. Under the proposed rate schedule most solar energy will offset the less expensive Off Peak electricity during the summer and Super Off Peak electricity during the winter. The solar savings are calculated by calculating the performance of the solar system for every hour of the year, based on a Typical Meteorological Year, and applying the energy and demand costs for that hour to assemble a bill for every month of the year. Newcomb I Anderson I McCormick 19H-1 5 CITY OF SANTA ANA 8 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study 5.2 NET ENERGY METERING Net Energy Metering is an arrangement with SCE to give near -full retail value for renewable electricity to the customer who generates it. If the customer is generating more renewable electricity than the site is using, the net electricity is taken by SCE and credited to the customer for the retail value at the time the power is delivered. The solar projects will take advantage of this around noon at their peak output. They may be generating more power than the site is using, but they get compensated at the retail rate in effect whenever the power is exported. Solar projects attempting to offset a significant portion of the site load often export power during the middle of the day and import it the rest of the day. Without Net Energy Metering any excess electricity exported to SCE would be compensated at a few pennies a kWh. 5.3 NET ENERGY METERING AGGREGATION Net Energy Metering Aggregation (NEMA) is an arrangement with the utility to allow a site that generates more electricity than it uses over the course of the year to use the excess electricity to offset load on adjacent sites owned by the city. For example, if a renewable system were installed on one parcel and it generated more electricity than the loads on that parcel used in a year, the excess electricity could be used to offset electricity use at an adjacent parcel at retail rates. If Lot 1 had a renewable power source and it touched Lot 2 but not Lot 3, but Lot 2 touched Lot 3, then the Lot 1 power can be used to offset the Lot 3 load. A chain of contiguous sites can be used to pass power from one end to the other, even if it is not used by the middle sites. There are several sites that we anticipate will generate more electricity than they use. These include the hydro turbines at SA -3 and SA -6. The two turbine sites are offsetting very small loads at each site, as opposed to SA -1 which has a large pump load at the site to offset. One can make the argument that the SA -3 and SA -6 parcels are contiguous to the parcel the street is on, and all are owned by the city. That parcel is likely contiguous with all other parcels that hold streets and all are owned by the city. If this is the case, the power from one site, say the South Station, could be used at any city parcel contiguous with a street to offset electricity loads at retail rates. We have not seen this done before, but it is worth an attempt to maximize the value of the electricity. We raised the question with SCE NEM Customer Interconnection Services and they responded as follows: For the purpose of NEM Aggregation, Schedule NEM -ST. Special Condition 5 speaks to the eligibility requirements in great detail and addresses a few of your questions about parcel contiguity and eligibility, so I would recommend giving that a thorough read (a section touches on public thoroughfares/streets). From what you describe below, it sounds as though this may qualify for NEM -A, assuming there are no parcel adjacency/contiguity issues or other eligibility concerns mentioned in Schedule NEM -ST. Best Regards, NR NEM Customer Interconnection Services Southern California Edison Customer.Generation@sce.com (866)600-6290 CITY OF SANTA ANA 19H-16 Newcomb I Anderson I McCormick SECTION 5: HISTORICAL ELECTRICITY USE AND RATE SCHEDULES 9 This is the preferred rate schedule to use with this project, but if it is not available, rate schedule RES -BCT will work. 5.4 RENEWABLE ENERGY SELF -GENERATION -BILL CREDIT TRANSFER (RES - BCT) A more conventional approach to using excess renewable generation at one site to offset electricity use at another site is RES -BCT. This approach requires that the sites have the same owner, but they do not need to be contiguous. One Generating Account can deliver power to up to 50 Benefitting Accounts. This could assure that excess power at the South Station and the two hydro turbines could always be used to offset energy use at various pump loads. The disadvantage to RES -BCT is that the full retail value of the electricity does not get transferred to the other meter. The Generation portion of the rate transfers, but the Delivery Service (Transmission and Distribution) does not transfer. Under the Schedule TOU-GS-1-13 likely to be used, this excludes a portion of the monetary savings. These projects are evaluated in this report using the RES -BCT rate, which is the likely default. They will also be evaluated using the NEMA rate, which is more beneficial to the City, but not guaranteed to be accepted, should it be pursued with SCE. Newcomb I Anderson I McCormick 19H-17 CITY OF SANTA ANA 10 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS 6.1 METROPOLITAN WATER DISTRICT CONNECTIONS The Santa Ana water system has seven connection points with the Metropolitan Water District, SA -1 through SA - 7. Each station contains a pressure reduction controller to convert from MWD pressure to city water pressure. MWD pressure typically ranges from 160 to 190 psig, per logs of plant operation. City water is typically controlled at 63 to 75 psig. There are one to three pressure reducing valves at each station to regulate pressure, sized for different flow rates. Flow at a station is typically manually set at a given rate for weeks or months at a time, counting on the booster pumps to automatically cycle or change speed, to fine tune pressure in the distribution system. A number of these pumps operate with Variable Frequency Drive controls to more closely match the loads. The flow through each of these connection points is shown in the following table, derived from the city's Monthly Production Reports. This is monthly data for calendar year 2017 and is taken to be representative of flows in typical years. Cubic Feet Jan -17 SA -1 SA 400 -2 SA -3 - 500 SA -4 5A-5 - SA76 - 2,410,100 SA -7 2,402,400 Tota I 4,813,400 Feb -17 4,511,700 - 2,399,600 - - 13,949,500 8,302,400 29,163,200 Mar -17 5,350,500 - 5,739,400 - - 16,551,800 - 27,641,700 Apr -17 19,539,100 - 6,567,100 - - 25,336,200 3,395,800 54,838,200 May -17 20,903,300 - 9,248,200 - - 21,477,600 - 51,629,100 Jun -17 14,247,700 - 9,197,300 - - 21,670,300 4,672,800 49,788,100 Jul -17 21,471,100 - 10,073,800 - - 21,487,200 - 53,032,100 Aug -17 21,467,200 - 7,686,100 8,629,900 - 26,616,400 - 64,399,600 Sep -17 20,771,300 - 9,723,300 16,652,200 - 31,517,800 143,900 78,808,500 Oct -17 21,131,000 - 17,444,100 11,249,200 - 32,394,700 308,300 82,527,300 Nov -17 20,539,500 - 19,375,700 - - 20,765,900 - 60,681,100 Dec -17 21,451,800 - 19,702,700 - - 21,367,300 - 62,521,800 2017 Cubic Feet per Year 191,384,600 - 117,157,800 36,531,300 - 255,544,800 19,225,600 619,844,100 Total water delivered by MWD peaks in the fall months and is close to zero during January. Note that some interconnection points were not used at all in 2017, and some were used minimally. (SA -5 was out of service, per the 2017 Water Master Plan.) The following table shows the Normal Operating Capacity for each MWD connection, as listed in the 2017 Water Masterplan, and its equivalent in CFS. CITY OF SANTA ANA 19H-18 Newcomb I Anderson I McCormick SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS MWD Connection SA -1 Bristol Normal Operating Capacity (MGD) 5.17 Operating Capacity CFS) 8.0 SA -2 First 5.17 8.0 SA -3 McFadden 5.17 8.0 SA -4 Warner 4.85 7.5 SA -5 Alton 4.85 7.5 SA -6 Santa Clara 7.76 12.0 SA -7 Red Hill 4.85 7.5 Total 37.82 58.5 11 One can see in the monthly water meter readings that station SA -1 delivered an almost constant flow from April through December, illustrating that the valves are sometimes fully opened for a month or more. This monthly flow of about 21 million cubic feet is equivalent to 8 CFS, the Normal Operating Capacity listed for this station. Similarly, station SA -3 operated at close to 8 CFS for all the hours of November and December. SA -6 operated at 12 CFS for all the hours of September and October. The following table shows the calculated percent operating time for each station by month in 2017. Normal Operating Capacity (CFS) MWD Connection Jan -17 Feb -17 Mar -17 Apr -17 May -17 Jun -17 Jul -17 Aug -17 Sep -17 Oct -17 Nov -17 Dec -17 8.0 8.0 8.0 7.5 7.5 12.0 7.5 SA -1 SA -2 SA -3 SA -4 SA -5 SA -6 SA -7 0% 0% 0% 0% 0% 7% 12% 23% 0% 12% 0% 0% 48% 46% 25% 0% 27% 0% 0% 51% 0% 94% 0% 32% 0% 0% 81% 17% 98% 0% 43% 0% 0% 67% 0% 69% 0% 44% 0% 0% 70% 24% 100% 0% 47% 0% 0% 67% 0% 100% 0% 36% 43% 0% 83% 0% 100% 0% 47% 86% 0% 101% 1% 99% 0% 81% 56% 0% 101% 2% 99% 0% 93% 0% 0% 67% 0% 100% 0% 92% 0% 0% 66% 0% It is understood that the MWD connections are typically operated fully open or fully closed. During months when the flow is less than this capacity, it is assumed that during some hours of the month this full rate is used and during the other hours of the month the flow is zero. Newcomb I Anderson I McCormick 19H-19 CITY OF SANTA ANA 12 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study In the evaluation of hydro turbines to make electricity from the excess pressure, this suggests that the efficiency at this design flow is important, but the partial flow efficiency is not critical. The monetary benefits for this project will be calculated according to the SCE rate schedules that are used for each account. When a unit operated, say 23% of the hours in a month, it will be assumed that this implies it operates 23% of the On Peak hours, 23% of the Mid Peak hours and 23% of the Off Peak hours. A demand savings for a given month is only be included if the unit operates at least 95% of the hours that month to keep the savings fairly conservative. The historical flow data is converted into anticipated full load operating hours per month for each MWD connection in the following table. calculated operating Hours Operating Capacity MWD SA -1 Connection per Month SA -2 at Normal SA -3 SA -4 SA -5 - SA -7 Total SA -6 Jan -17 0 - 0 SA -5 56 89 145 Feb -17 157 - 83 3% 323 307 870 Mar -17 186 - 199 383 - 768 Apr -17 678 - 228 586 126 1,619 May -17 726 - 321 497 - 1,544 Jun -17 495 - 319 502 173 1,489 Jul -17 746 - 350 497 - 1,593 Aug -17 745 - 267 320 - 616 - 1,948 Sep -17 721 - 338 617 - 730 1 5 2,410 Oct -17 734 - 606 417 - 750 11 2,517 Nov -17 713 - 673 - 481 - 1,867 Dec -17 745 - 684 - - 495 - 1,924 Total 6,645 - 4,068 1,353 - 5,915 712 The following table shows the total water flow in 2017 by connection point. Note that three connection points, SA -1, SA -3 and SA -6 represent 91% of all the MWD flow for the year. These three stations will be investigated for the potential to generate power from this water flow. IMWD Connection SA -1 2017 Cubic Feet per Year 191,384,600 Percent of MWD Flow 31% SA -2 - 0% SA -3 117,157,800 19% SA -4 36,531,300 6% SA -5 - 0% SA -6 255,544,800 41% SA -7 19,225,600 3% Total 619,844,100 100% CITY OF SANTA ANA 19H-20 Newcomb I Anderson I McCormick SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS 13 6.2 MWD STATION SA -1 Station SA -1 is the only MWD connection point where electricity is currently generated. The generator is in a pump building at the Garthe Pumping Station. MWD water is fed through a Byron Jackson two stage hydro turbine, which drives a 200 hp Siemens Allis generator to offset purchases of electricity for the wells and booster pumps at this site. The address of this station is 2401 N. Bristol Street. The SCE Service Account number is 3- 001-3273-57 and the Rate Schedule is TOU-PA-3-B-S. The configuration of this turbine installation is shown in Figure 1. After the discharge of the turbine there is a manual control valve (fully open during the site visit) and a pressure regulating valve to drop the pressure as needed to match the City pressure. The MWD pressure observed at SA -1 during July 2018 was 164 psig, while the City system pressure was observed to be 73 psig. Figure 1. SA -1 Existing Configuration (July 2018) Generator Ball Valve 68 kW with Motorized Flow Controller 164 f=j127 73 DSIG PSIG r1 PSI( Turbine PRV Pump Room [d Motorized MWD I.:I pRV �.:� To Santa Ana Distribution The pressure after the turbine and before the PRV was observed to be 127 psig per the local meter. This means a pressure drop of 37 psi, or 85 feet through the turbine. The flow at this time was 8.2 CFS and the turbine was metered at 68 kW of electrical power. Note that the theoretical power can be calculated from flow and pressure drop as follows. This calculation assumes a turbine mechanical efficiency of 70%. This low pressure drop puts the turbine outside its normal operating range, so the efficiency is only an assumption. 8.2 ft3hp sec 62.4 lbs 0.746 kW sec x 85 ft x 550 ft lbs x fta x 70% mech. 95% elect.eff x hp = 39 kW The theoretical power production under these conditions is estimated at 39 kW, while the electric meter reads 68 kW. We will assume that the electric meter is reading correctly here, as that gives more conservative results Newcomb I Anderson I McCormick 19H-21 CITY OF SANTA ANA 14 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study for the project. This would mean that perhaps the intermediate pressure meter was not reading accurately. The original design submittal for the turbine showed a selection point at 8.0 CFS and 200 feet. Note, there are two stages of the turbine in series, so the pressure -drop for each stage (100 feet) is added together to get the total pressure drop of 200 feet. Historical logs available for 2006 and earlier indicate the following typical operation points: • MWD pressure at 165 to 190 psig. (average 177 psig) • Mid pressure at 68 to 75 psig. (average 71 psig) • System pressure at 60 to 69 psig. (average 64 psig) • This corresponds to the generator putting out 130 to 165 kW of power output. (average 147 kW) The pressure -drop in previous years averaged 106 psi through the turbine, or 244 feet of water, closer to its design drop of 200 feet. This leads us to the conclusion that the head recovery system is not currently working properly, as less head is dropped through the turbine than shown in the design or shown in historical operation records. It is assumed for this report that the observed operations represent the actual baseline operations for this unit. The unit is about 32 years old and was rebuilt about 14 years ago. It is assumed that the inefficiencies in the current operations represent the typical operating conditions due to the condition of the turbine, or its controls, or the PRV's controls, and that this can be considered the baseline operation of the system. If the Agency has a quick -fix and can lower the discharge pressure of the turbine back to about 71 psig, that can then be treated as the baseline of operations for this project. 6.3 POTENTIAL PROJECT AT SA -1 The proposed project for SA -1 is to replace the hydro -generator with a new unit, as illustrated in Figure 2. The new unit would be designed around the parameters the original unit was built for. The original operation was called out for a flowrate of 8 CFS. This is the flowrate that the unit is typically controlled to. CITY OF SANTA ANA 19H-22 Newcomb I Anderson I McCormick SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS 1s MWD Figure 2 SA -1 Proposed Configuration Ball Valve New Generator with Motorized Flow Controller Normally Normally open Open New Turbine PRV Pump Room Motorized To Santa Ana Distribution ............. New Construction The original pressure drop was designed for 200 feet, or 87 psi. The actual pressure drop appears to range from 217 to 275 feet, or 94 to 119 psi. A turbine should be selected that operates well over this pressure range. For the purposes of this analysis, a single operating pressure differential will be used. The midpoint of the observed pressure ranges is 245 feet, or 106 psi. One potential turbine that could be used in place of the Byron Jackson turbine is a Canyon Hydro In -Line Turbine ILT12-33-9.0. This turbine has a 12 -inch supply and discharge pipes in the same configuration as the current turbine, with a vertical axis and the generator mounted above the turbine. A proposal for this turbine generator package is contained in the Appendix. Another proposal is presented for a turbine with a horizontal axis manufactured by Gilkes. In this case the Canyon turbine is less expensive and matches the geometry of the existing installation. The Canyon Hydro turbine curve indicates a mechanical efficiency of 83.5% at the design point of 8 CFS and 245 feet. This implies an electrical output calculated as follows: 8.0 ft3hp sec 62.4 lbs 0.746 kW sec x 245 ft x 550 ft ibs x ft3 x 83.5%meth of f.x 95%elect. of f x hp =132 kW Through the installation of a new hydro -turbine and generator at SA -1, the output of the generator will increase from 68 kW to 132 kW. This will happen for the 6,645 hours per year that this connection is in use, for an electrical savings of 425,280 kWh per year. Note, the existing turbine is calculated to generate 68 kW x 6,645 hours per year, or 425,299 kWh per year of renewable electricity. Newcomb I Anderson I McCormick 19H-23 CITY OF SANTA ANA 16 job No. 2669.01 Water Systems Alternative Energy Feasibility Study When this savings is applied to the appropriate hours for each month with the rate schedule in use at the site, the monetary savings for one year is projected to be $38,441. The electricity saved through this rate schedule is worth approximately $0.09 per kWh on rate TOU-PA-3-E. The projected cost to purchase and install the new hydro turbine is $718,000. This involves removing the existing turbine/generator and installing a new, similar unit and connecting it to the electrical and control systems. Interconnection with SCE is required for this project, but since the turbine is small relative to the site load, and since a turbine generator has been tied to SCE in the past, a large effort is not projected. The Pressure Reduction Turbine project at SA -1 is likely eligible for an SCE incentive through the statewide Self Generation Incentive Program. This is currently offering $600 per kW for this type of installation. This incentive of $79,200 would lower the capital cost of the project to $638,763. Note that half of this incentive is likely to be payable upfront, while the other half is payable over the first five years of operation. For simplicity's sake it is all being treated as an upfront incentive. Only the SA -1 is eligible for an incentive under the SGIP program. This turbine will offset electricity already used at the site. Since the turbines at SA -3 and SA -6 will primarily export power to other sites, as they have no significant power use onsite to offset, they likely do not qualify for the SGIP incentive. Also, SGIP incentives for solar power generation were fully expended a number of years ago. In this application, the demolition of the existing unit is expected to include the removal of the generator, turbine shaft, impellers and upper housing. The existing turbine has a large bell set in concrete to house the impellers which hang down from the frame. This bell can likely be filled with rebar and concrete to form the foundation for the new turbine, whose impeller does not hang lower than the inlet and outlet pipes. The typical design of a head recovery turbine puts it in parallel with the existing PRV. Water flow through the turbine is the first loading order, controlled to a setpoint such as 8 CFS by the turbine wicket gates. If the resulting flow does not meet the pressure requirements of the plant discharge, the parallel PRV can open to maintain the desired pressure setpoint. In this case, the parallel PRV is installed in a room at a lower elevation than the existing turbine. However, it is expected that the turbine alone would operate normally when the 8 CFS flow is desired. In the new scenario, the manual valve and PRV installed in series with the turbine not necessary. A new automated valve will be installed upstream of the turbine to provide a remote shut off for water flow through the turbine. The existing manual valve and PRV in series with the turbines can be opened fully or removed to create a smaller pressure drop. The existing turbine generator is 32 years old, presumably approaching the end of its useful life. Should the turbine fail the baseline generation would be zero kWh per year. In that case the installation of the new turbine would increase net -generation by 877,140 kWh per year. When this savings is applied to the appropriate hours each month the monetary savings for one year is projected to be about $90,000. Note that these savings assume that the rate schedule remains unchanged for the meter that serves the whole site. CITY OF SANTA ANA 19H-24 Newcomb I Anderson I McCormick SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS 17 6.4 MWD STATION SA -3 The pressure reducing station SA -3 is installed in a vault under the sidewalk at the south east corner of Bristol Street and McFadden Avenue. The configuration is shown in Figure 3, with one PRV and two isolation valves, approximately eight feet below the sidewalk. The SCADA monitoring and associated electrical meter are installed in small cabinets mounted nearby on the sidewalk. The SCE Service Account is 3-035-8796-80 and the Rate Schedule is TOLI-GS-1-A. The PRV flow rate is typically controlled to 8 CFS when in use. The observed pressure drop was from 172 to 85 psig, according to the installed pressure gages. 1..WTI �: Figure 3 SA -3 Existing Configuration Vault Under Sidewalk 6.5 POTENTIAL PROJECT AT SA -3 To Santa Ana Distribution The proposed project at SA -3 is to install a new hydro -turbine generator in parallel with the existing Pressure Reducing Valve. There is no room in the existing vault, so a new vault would be required side by side with the existing vault. This is illustrated in Figure 4. The new vault would contain the new hydro -turbine and generator, a remotely controlled valve on the inlet of the turbine and an isolation valve on the discharge, an electrical panel to control the turbine and take power from it, a new metered connection to deliver the power to SCE, and some additional SCADA points. Newcomb I Anderson I McCormick 19H-25 CITY OF SANTA ANA 18 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study Figure 4 SA -3 Proposed Configuration New Vault ® New Construction When the Agency needs 8 CFS through this station it would open flow through the turbine, using a combination of the automated valve and the wicket gates to minimize sudden pressure changes. The existing PRV could be kept at a higher setpoint so that it does not typically operate unless there were an unusual demand for water at this point. The control valve and wicket gates would be remotely operated to shut down flow in the turbine when appropriate as well. The electricity generated by the hydro turbine at this location cannot offset an adjacent City of Santa Ana load, as the only electric load at this location is instrumentation and lighting. It is anticipated that the generated electricity will be used to off -set another city meter through the Renewable Energy Self -generation Bill Credit Transfer mechanism know as RES BCT. This allows the value of electricity generated by the turbine to be metered by SCE on a TOU-GS-1 rate schedule. The dollar value of this electricity can be used to offset the generation component at one or more city electric meters. The anticipated generation of electricity from this turbine at 8 CFS and the standard pressure drop means it will generate the same average electric output as the SA -1 installation, 132 kW. In the case of SA -3, the anticipated full load hours of operation are expected to be 4,068 hours per year, so the anticipated energy generation is 536,976 kWh per year. The monetary value for this savings based on the RES -BCT Generation portion of the TOU-GS-I-LG rate schedule is $31,965 per year. The electricity is worth about $0.06 per kWh through the RES -BCT program. If this project were approved by SCE as a NEMA project, the value of the electricity generated at the TOU-GS-1-E rate schedule would be approximately $0.14 per kWh, more than doubling the monetary savings. CITY OF SANTA ANA 19H-26 Newcomb I Anderson I McCormick SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS 19 The projected cost to purchase and install the new hydro turbine is $835,988. This involves the purchase of the new turbine generator set with electrical panel and controls, the construction of a new vault below the sidewalk to house the turbine and switchgear, the connection with SCE including a new transformer to accept the power, and integration with the existing SCADA controls. 6.6 MWD STATION SA -6 The pressure reducing station SA -6 is installed in a vault under the sidewalk at the northeast corner of E. Santa Clara Avenue and Tustin Avenue. The configuration is shown in Figure 5, with three PRVs and six isolation valves, approximately eight feet below the sidewalk. The SCADA monitoring and associated electrical meter are installed in small cabinets mounted nearby on the sidewalk. The SCE Service Account number and rate schedule is not known. The three PRVs are installed in parallel at different sizes, 6 -inch, 10 -inch and 16 -inch. The combined operation of these PRVs is typically controlled at 12 CFS. The typical pressure drop through this station is assumed to be the typical MWD pressure (177 psig) reduced to the upper zone pressure of 100 psig, for a pressure difference of 77 psig (or 178 feet). Figure 5 SA -6 Existing Configuration .............................. .............................. Pressure Relief Valve_ h. ,T 24 I To Santa Ana hrust 11 Block Pressure Reduction 6" 70" 7y'• Valves with Flow Control 24 I L.J MWD Thrust Block Vault Under Sidewalk 6.7 POTENTIAL PROJECT AT SA -6 The proposed project at SA -6 is to install a new hydro turbine generator in parallel with the existing Pressure Reducing Valves. There is no room in the existing vault, so a new vault would be required, potentially on the north side of the existing vault. This is illustrated in Figure 6. The new vault would contain the new hydro Newcomb I Anderson I McCormick 19H-27 CITY OF SANTA ANA 20 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study turbine and generator, a remotely controlled valve on the inlet of the turbine and an isolation valve on the discharge, an electrical panel to control the turbine and take power from it, a new metered connection to deliver the power to SCE, and some additional SCADA points. Thrust Block New Generator Vault MWD 1::1 24.. Figure 6 SA -6 Proposed Configuration Pressure Relief ---Va�lvee L ' '/ ' a" � Y 24 L'.j To Santa Ana Pressure Reduction 6" 10" 16^ Valveswith Flow Control Vault Under Sidewalk Thrust Block New Construction When the Agency needs 12 CFS through this station it would open flow through the turbine, using a combination of the automated valve and the wicket gates to minimize sudden pressure changes. The PRV could be kept at a higher setpoint so that it does not typically operate unless there were an unusual demand for water at this point. The control valve and wicket gates would be remotely operated to shut down flow in the turbine when appropriate, as well. The electricity generated by the hydro -turbine at this location cannot offset an adjacent City of Santa Ana load, as the only electric load at this location is instrumentation and lighting. It is anticipated that the generated electricity will be used to off -set another city meter through the Renewable Energy Self -generation Bill Credit Transfer mechanism know as RES BCT. This allows the value of electricity generated by the turbine to be metered by SCE on a TOU-GS-1-C rate schedule. The dollar value of this electricity can be used to offset the generation component at one or more city electric meters. The power produced by this flow and pressure difference is calculated here. The pressure drop is lower than for the other turbines, because the discharge of the turbine goes to the higher -pressure zone in the city, so the typical pressure drop is from 177 to 100 psig. CITY OF SANTA ANA 19H-28 Newcomb I Anderson I McCormick SECTION 6: POTENTIAL FOR HEAD RECOVERY AT MWD CONNECTIONS 21 12 ftahp sec 62.4 lbs 0.746 kW sec x 178 ft x 550 ft lbs x ft3 x 83.5%mech.eff.x 95%elect. eff x hp =143 kW This assumes the same mechanical efficiency as found for the 12 -inch turbine for the 8 CFS flow rate. This turbine is likely to be a 14 or 16 -inch unit. In the case of SA -6, the anticipated full load hours of operation are expected to be 5,915 hours per year, so the anticipated energy generation is 845,901 kWh per year. The monetary value for this electricity based on the RES -BCT arrangement with the Generation portion of TOU- GS-1-LG rate schedule is $55,131 per year. The value of the generated electricity is approximately $0.065 per kWh. Should the City sign up with SCE through the NEMA program, the electricity would be worth approximately $0.145 per kWh, more than double the RES -BCT savings. The City would need to enter discussions with SCE and possibly apply for an interconnection to determine which rate will apply to this project. The projected cost to purchase and install the new hydro -turbine is $1,072,174. This involves the purchase of the new turbine generator set with electrical panel and controls, the construction of a new vault below the sidewalk to house the turbine and switchgear, the connection with SCE including a new transformer to accept the power, and integration with the existing SCADA controls. Newcomb I Anderson I McCormick 19H-29 CITY OF SANTA ANA 22 job No. 2669.01 Water Systems Alternative Energy Feasibility Study SECTION 7: POTENTIAL FOR SOLAR POWER GENERATION AT PUMP STATIONS AND CITY YAR® There are several city -owned and operated locations that have the potential for the addition of solar PV. These sites include Garthe station, South station, West station, East station, Cambridge station, and the City Yard. The following table lists the existing conditions of these locations. After completing site -walks to get a close inspection of solar installation potential, preliminary designs were made to determine the anticipated rate tariff, total system size, annual performance projections, and relative load off -set for each site. A summary of this information can be seen in the following table. Garthe Station TOU-PA-3-E 500 Garthe Station 1,530,219 TOU-PA-3-B South Station 77,362 TOU-PA-2-B West Station 2,861,684 TOU-8-B East Station 802,416 TOU-PA-3-A Cambridge Station 526,805 TOU-PA-3-13 City Yard 884,323 TOU-GS-3-B After completing site -walks to get a close inspection of solar installation potential, preliminary designs were made to determine the anticipated rate tariff, total system size, annual performance projections, and relative load off -set for each site. A summary of this information can be seen in the following table. Garthe Station TOU-PA-3-E 500 Annual Energy 894,325 .. • 1 58% South Station TCU -PA -2-1) 44 75,170 97% West Station TOU-8-E 230 422,617 15% East Station TOU-PA-3-E 220 393,985 49% Cambridge Station I TOU-PA-3-1) 100 184,480 35% City Yard I TOU-GS-3-D 523 869,805 98% Each project would be interconnected to the local electric utility (SCE) through their Net Energy Metering (NEM) program. NEM allows systems to export to the grid during times when the site load is less than the solar PV generation, receiving a credit worth nearly the full retail rate of the energy being exported. The NEM policy does not allow for systems to be installed that would generate more than the site's annual load. It is assumed that the water tank sites would utilize either a ballasted mounting system, or a direct attachment, as there are different types of roofs on the reservoirs. An example of a solar system installed atop a municipal water reservoir is shown here from West Sacramento. (This photograph is from the Sunworks website.) CITY OF SANTA ANA 19H-30 Newcomb i Anderson i McCormick SECTION 7: POTENTIAL FOR SOLAR POWER GENERATION AT PUMPSTATIONS & CITY YARD 23 In the case of the City Yard, a series of carports would be used to reach the desired solar PV output. Note, the designs compiled in this proposal are preliminary, and are not intended for construction; a structural engineer would need to evaluate the site specifics for each design to ensure the safety and security of the systems. During the site walk, some trees were identified as allowable for removal, while others, such as those on adjacent properties, were not allowed to be removed; the preliminary designs have accounted for this information. After evaluating the site's load and solar PV potential, examining the current and expected future rate tariff, the NAM team was able to calculate the financial benefit of these projects, independently and as a portfolio. Although a simple loan and a power purchase agreement were both evaluated, for the purposes of this summary report, the NAM team has focused on the results of the cash -purchase option, since it is the most financially advantageous. The following table shows the sites under consideration for PV, the current and recommended SCE rate schedule to provide the lowest rate with solar power, the size of the proposed system in DC kW (based on the nominal DC rating of the proposed solar modules, and the anticipated construction cost per DC Watt of system capacity. The cost per Watt varies according to the size of the system and the complexity of installation, with a higher cost for parking lot shade structures because of the extra construction materials involved. Newcomb I Anderson I McCormick 19H-31 CITY OF SANTA ANA 24 Job No. 2669.01 Water Systems Alternative Energy Feasibility Study West V349N-017847 SCE TOU-8-1) TOU-8-E 230 $2.75 East V345R-006147 SCE TOU-PA-3-E TOU-PA-3-E 220 $2.75 Cambridge V345N-001335 SCE TOU-PA-3- D TOU-PA-3-D 100 $3.00 City Yard V349N-014832 SCE TOU-GS-3- D TOU-GS-3-D 523 $3.25 These designs were simulated using HelioScope, and industry standard PV simulation program. This program uses a local weather data file and calculates the hourly performance of the system based on the angle of insolation, the air temperature, the wind speed, the intensity of clouds, and so on. The hourly PV output is subtracted from the hourly electric load profile data from SCE to determine the hourly energy use with PV in place. The electric bill is calculated based on how these kWh fall into the On -Peak, Part -Peak, and other bins to calculate 12 monthly bills for the site with and without solar. Site Garthe Generation 894,325 11101iN 1,789 South 75,170 1,708 West 422,617 1,837 East 393,985 1,791 Cambridge 184,480 1,845 City Yard 869,805 1,664 The annual bill savings are included with the system capital cost to evaluate the lifecycle vale of the project and its energy savings. The parameters included in this analysis are listed in the Appendices. The following table summarizes the outcomes of the financial evaluation. Garthe Station Total Installed Cost ($1,404,000) Year -1 Energy Cost Savings $38,165 25 -year Net -Benefit ($148,834) South Station ($194,832) $3,492 ($77,488) West Station ($707,940) $39,780 $635,398 East Station ($677,160) $19,080 ($43,018) Cambridge Station ($334,800) $8,332 ($67,435) City Yard ($1,890,767) $46,325 ($298,129) Total ($5,209,499) $155,174 $494 The sum of all the solar projects has a positive net -benefit over 25 years. However, it is only the Garthe Station and the West Station that have positive net -benefits as.individual sites. Further, it is only the West Station that has a significantly positive net -benefit. The following figures show the preliminary solar layouts at each site, with some initial commentary on some of the challenges that might arise with each design. CITY OF SANTA ANA 19H-32 Newcomb i Anderson I McCormick SECTION 7: POTENTIAL FOR SOLAR POWER GENERATION AT PLIMPSTATIONS & CITY YARD 25 Garthe Station —This array utilizes the roof space of both circular storage tanks, as well as the roof surface of the rectangular reservoir to the northeast. Shading concerns from trees to the south of the building have reduced the amount of available roof space. Since these trees are not on the city's property, they will be difficult to remove. All surfaces account for existing equipment that limit the available space for the installation of solar PV modules. These arrays would likely utilize a ballast mounted system, pending an in-depth structural analysis. Newcomb I Anderson I McCormick 19H-33 CITY OF SANTA ANA 26 .lob No. 2669.01 Water Systems Alternative Energy Feasibility Study South Station — This array utilizes the roof space of both storage tanks. All surfaces account for existing equipment that limit the available space for the installation of solar PV modules. These arrays would likely utilize a ballast mounted system, pending a structural analysis. CITY OF SANTA ANA 19H-34 Newcomb I Anderson I McCormick SECTION 7: POTENTIAL FOR SOLAR POWER GENERATION AT PLIMPSTATIONS & CITY YARD 27 West —This array utilizes the roof space of the single storage tank, while taking into account existing equipment that limits the available space for the installation of solar PV modules. This array would likely utilize a ballast mounted system, pending a structural analysis. Newcomb I Anderson I McCormick 19H-35 CITY OF SANTA ANA SECTION 7: POTENTIAL FOR SOLAR POWER GENERATION AT PLIMPSTATIONS & CITY YARD 29 Cambridge — This array utilizes the roof space of the single storage tank, while taking into account existing equipment that limits the available space for the installation of solar PV modules. It is assumed that the trees causing shading from the south west will be removed by the city to increase the available space. This array would likely utilize a ballast mounted system, pending an in-depth structural analysis. Newcomb I Anderson I McCormick 19H-37 CITY OF SANTA ANA OHel IN It 1k. £rI' t'„• ..�' to ?, �+, ` ` lJ� Ll” = 'J 1' P `` 4•_ 61 r h -�FM•!fl'I�!i J ^aye i i �I II �T �� [1.�� ' I ' i 1 j�� N' }�1�,4�ifj-Japl ' y����p_# II f il,'I �'6,1 � 9 �.kl I .+%^I .Wf'• • }RR*� �� 'v ��/" eLLk. ! Ii Is I! l J., Ir fI . .j )< a ,Y, ! .1.... APPENDICES APPENDICES APPENDIX A - HISTORICAL ELECTRICITY PURCHASES APPENDIX B - 2017 MASTER WATER PLAN APPENDIX C - EXISTING BYRON JACKSON HYDRO TURBINE APPENDIX D -TURBINE PROPOSALS APPENDIX E - PLANT OPERATING RECORDS APPENDIX F - MONTHLY PRODUCTION REPORTS APPENDIX G - TURBINE COST ESTIMATES APPENDIX H - SOLAR MODEL PARAMETERS 31 Newcomb I Anderson I McCormick 19H-39 CITY OF SANTA ANA 19H-40 APPENDIX A: HISTORICAL ELECTRICITY PURCHASES APPENDIX A HISTORICAL ELECTRICITY PURCHASES A-1 Newcomb I Anderson [ McCormick 19H-41 CITY OF SANTA ANA 19H-42 a` N� r b Q Q N N ID m O IO n W 1D T N M N N n n T m N M m .+ornm Pnb emPotimom .+nN m vrvioae N erirPnleao.-iamn�'".mim n y v°iim�riry O r1 m P N m n T O N b N N N U r'I N M e1 H e'I e'I 'I 10 m N em n n N O OI N m ti C P n m N O O N N e r m e T N 1 T N Yl OI O OI N ti O N V VI r b m m o n D n moonolPo .minnn mm man olni+vQon00me."im N 'Ib mme envov o .+m .P+om Lq Z `"Nrv"�mmn�mnm movnmlrommmn'"nmmlboon'�Ivil N n M 1O m n N n m b T n r Q ID Imll T N O m � OW P T b � lnV ePV � T Oml '1 n W ImVI N W N O P Ori OI m m b N h P n n I(Of b N m n b m N fl O fl r IO fl N N m T fl m P O O H m 10 P 10 r M 1O m m Q r N O Q b P O n 0 Q Op m N b n P H Q H W Nn N nNmmm mm.+mvonm omlon�Io v m O .Ni e T ro m T T o v n.v+nn.b+o�mmemlmil lPrl micmmoe.n+In n.ni vPlovnwm� ti W W m n H T T T ti b b N P O� maenomrnnmm�mo�nonenmmv'^i�n40eomnm.rio ry gimme Nem.vmPnann.y o.+ nmr.� „rvb.+ �, ri fi of ti o? 'm ao Tvia T vmi eI e� ry r n O P O m m m '1 r e N N ti O b m n Q T Q eP1 m M M N O b O n w ONI O r VI V H 0 Q H n ti O O Q � i m h m ti m 1� p ln/1 N Q'1 e1 e1 e1 e1 e1 p b M N m m O ITl1 mn T m N Q H Q O O v'i n 0 em'I N N N 40 ry T 4NO b d .-iri vieso vv; -1 6 6 e.: oumi '� ry P Pm m Imo n N O Q M n 1mD '1 T OOI N eb1 W b O N O N N b VPI m n IO IR ubl N O I� fmY '1 n N P N Q m O b e e1 'I m m R r N F F IO N VI m ' '1 Oi O 10 I/1 'Imo' m '1 aP O N N m Q m b O b N n O N M N O n T N n O W O N n T n eN1 q N 0 10 O ti H b N b m T 1� H m n m e T m Q VI m H m Q m N ¢ y a d d N a Z >' z ° «z3a �,y �In3z z z z mz ma3vv� z"I` z menNomnmNmonmev.n.mnn onom mirvmol�il ti N e1 N ei e1 N n ti m N 'I n N 'I P N ti r N N b N T 'I n 'I P ID C T N O m O m O N N m T P n mO m m C T b C P O V m O q o.+n n NPmq In .n .I .vm n 9 o Tm m m n.+ggmq aq $ dNN vvdvblo lm�ooA do 3 O T n r TT n P W M n N N N n N N N 1 Oi N N ry n Q m n m m n n m ary b b b m m m m T m m m m m T o g n q vvl n m m w v � m o o .+ o -? P a m o 0 0 0 o m o0 0 0 0 0 0 0 0 0 0' 0 0 0 '" IV 1f1 P 0 0 o o 0 0 0 o b 0 o q q o 0 0 0 0 0 0 0 0 0 q g q o M m m m m m m of m m m m m m m m m m m m m m m m In m m nI m m N T T ay m Cd0 W — d d m a 3 3 3 c ' N a Go paperless at www.sce.com/ebilling. It's fast, easy and secure. WTI SOUTHERN CALIFORNIAP.O.P.O. BOX 300 Lmj E D I I Rosemead, CA 91772.0001 An EDISON INTERNATIONALS Company vAmv.sce.com SANTA ANA, CITY OF I Page 3 of 74 For.billing and service inquiries call 1=800-990-7788, Customer account 2-24-876-4649 For emergency services call 24 hrs a day, 7 days a week 220'S DAISY AVE 2,,SAANTA ANA, CA 92703-4334 Date bill.prepared: Aug 9'16 f'`i15 I I io r 4 2l to 2.1 .;a i Your account summary IW11-1 t-5gj i5a5 ' '32 -- Previous Balance $217,421.81 APPROVED FOR PAYMENT Wire credit adjustment -$217,421.81 Q Balance forward $0.00 Your new charges $182,126.66 habil Saba . . 0'j Total amount you owe by Aug 29 '16 $182,126.66 • Summary of your billing detail Service account Service address Billing period Your rate New charges 3-021-7437-93 2315 N BRISTOL ST Jul 5'16 to Aug 316 TOU-PA-3-A $355.67 SANTA ANA, CA 3-025-3286-49 723 W WALNUT Jul 5'16 to Aug 316 TOU-PA-3-B $14,200.79 SANTA ANA, CA 3-029-9837-84 907 3/4 N FLOWER ST MET01 Jun 1716 to Jul 1916 TOU-PA-3-B $11,004.52 SANTA ANA, CA 3-035-8796-80 11013/4 S BRISTOL ST Jul 5'16 to Aug 316 TOU-GS-1-A $34.01 SANTA ANA, CA CAMBRIDGE PS 2736 N CAMBRIDGE ST Jul 1 '16 to Aug 2'16 TOU-PA-3-B $8,364.64 3-011-0573-83 SANTA ANA, CA CAMBRIDGE RESERVOIR SITE 2736 N CAMBRIDGE ST Jul 1 '16 to Aug 216 TOU-GS-1-A $177.83 LIGHT SANTA ANA, CA 3-001-3273-34 CROOKE PS & WELL 27 & 28 730 W MEMORY LN Jul 5'16 to Aug 316 TOU-8-6 $26,717.13 3.001-3273-42 SANTA ANA, CA EAST PS & WELL 26 1730 S SANTA FE ST t/ Jun 1316 to Jul 13'16 TOU-PA-3-A $8,879.63 3-001-3274-19 SANTA ANA. CA (Continued on next page) Please return the payment stub below with your payment and make your check payable to Southern California Edison. (14.574) Tear here It you want to pay in person, call 1.800.747-8908 for locations, or you can pay online at www.sce.com. Tear here -- -- - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - ft - - m - - - - - - - - - - - - - - - - -- souaIM cwrowmu Customer account 2-24-876-4649 E D I S O N' Please write this number on your check. Make your check payable to Southern California Edison. 'EDISON INTER Ar/DWL-C-r-, STMT 08092016 P4 Iltltlrrlllllllllllrrltlrlllllrrrltlllllllrlllltrltlllrllllllllll SANTA ANA, CITY OF ATTENTION NABIL SABA 220 S DAISY AVE SANTA ANA, CA 92703-4334 Amount due by Aug 29'16 $182,126.66 Amount enclosed $ g z 12 P.O. BOX 300 ROSEMEAD, CA 91772-0001 24 876 4649 DOOfjlgy pC OOOD00018212666018212666 Contact Information Customer service numbers General Services (U.S & Canada) 1.800.655-0555 Account Balance & Extensions 1-800.950-2356 Emergency Services 8 Defaces 1.8 0.611-1911 California Alternate Rates for Enemy (CARE) 1.800-0475620 Electric Industry Reswcturin9 _... _._._.__. 1.800.799-4723 Energy Theft HMine 1-800-127-3901 Hearing & Speech Impaired (TTY) 1.800.352-8580 Important information Rotating outages A Totaling outage is a controlled electric outage that lasts approximately one hour for a group of circuits, which is used during electric system emergency conditions to avoid widespread or uncontrolled blackouts. Each SCE customer is assigned a rotating outage group, shown on the upper part of the SCE bill. If your rotating outage group begins with the letters A, M. R, S, or X, you are subject to retailing outages. If It begins with N or Exempt, you are not. Your totaling outage group may change at any time. For mom information, and to see which retailing outage groups am likely to be called In the event of a system emergency, visit www.sce.Com or call 1-8005554555. Options for paying your bill On-line www.sce.com or Electronic Fund Transfer Chinese / r1r)t Mall -in Check or Money order 1.800-528-3051 In Person Authorized payment locations 1.800.747.8908 Phone OuickCheck 1.800.950-2356 Credit Card-VIsafMasterCard• 1.800-254-4123 Debit Card-ACCEL/NYCE/Pulse/Star• 1-800.254-4123 -The CrediUDebil card payment options are not available for payment of commercial services or security deposits for cammercial services. You may call us for electronic payment options, to make payment arrangements, or for Information on agencies to assist you in bill payment. It service has been disconnected, on the day of the service reconnection, be sure all appliances and other electric devices am turned o8. For additional home safely lips, visit www.sce.Com/safety or you may call SCE Customer Service at 1-800555.4555. Past due bilis Your bill was prepared on August 9, 2016. Your bill is due when you receive It and becomes past due 19 days after the date the bill was prepared. You will have 15 days at your new address to pay a bill tram a prior address before your service will be terminated. SCE does not terminate residential service for non-payment of bills for otherclasses of service. Terninadon of electric service requires a Service Connection charge. It you am a residential customer, and claim an inability to pay and payment arrangements Have not been extended to you by SCE pursuant to SCE's riled tariffs, you may contact the California Public Utilities Commission (CPUC). Rules and rates SCE's rules and rates are available in full at www.sce.Com or upon request. SANTA ANA, CITY OF I Page 4 of 74 Multicultural services Cambodian 1191 1-000.843.1309 Chinese / r1r)t 1-800-843-8343 Korean / £RPI 1.800-528-3051 Vietnamese/Tung wet - 1.800-3273031 Spanish l Espanol 1-800441.2233 Correspondence: Southern California Edison (SCE) P. O. Box 6400, Rancho Cucamonga, CA 91729-0400 Late Payment Charge (LPC) A late payment charge of 0.8% will be applied to the total unpaid balance on your account if full payment is not received by the due date on this bill (except for CARE and slate agency accounts). Disputed bills If you think your bill is Incorrect, call us and speak with a customer service representative, or if necessary, with a manager. If you feel unsatisfied with the result of such discussion(s), contact the CPUC, Consumer Affairs Branch by mail at 505 Van Ness, Room 2003, San Francisco, CA 94102; or at www.cpucca.gov, 1.800549.7570, TTY: 1-800-229-6846. Include a copy of your bill, why you believe SCE did not follow its rules and rates, and a check or money order made out to the CPUC for the disputed amount. You must pay the drsputed amount, or send it to the CPUC, before the past -due date to avoid disconnection. The CPUC accepts payment only for matters relating directly to bill accuracy. While the CPUC is investigating your Complaint, you must pay any new SCE bills that became due. Electronic Fund Transfers (EFT) When you provide a check as payment, you authorize us either to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. When we use information from your check to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day we receive your payment. You will not receive your check back tram your financial institution, but the transaction will appear on your financial Institution statement. If you do not wish to authorize an electronic fund transfer, please call the 800 number on the front of your bill. Definitions • DWR Bond Charge: Bonds issued by the Department of Water Resources (DWR) to cover the cast of buying power for customers during the energy crisis are being repaid through this charge. • SCE Generation: These charges recover energy procurement and generation costs for that portion of your energy provided by SCE. Beginning April 11, 2010, pursuant to CPUC Decision 10-03-022, Direct Amass (OA) is again open to all non-residential customers, subject to annual limits during a four year phase-in period, and absolute limits following the phase-in. All residential customers currently returning to Bundled Service may not elect to return to DA service. • CA Climate Credit: Credit tram slate effort to fight climate change. Applied monthly to eligible businesses and semi-annually to residents. To change your contact information or enroll in SCE's payment option, complete the form below and return it in the enclosed envelope. Change of mailing address: 2-24-876-4649 i STREETd _STREET NAME — "— 2 -APARTMENT H j i ... ._ _ iCITY - STATE ! LP CODE i I I i I TELEPHONE p �E-MAIL ADDRESS Direct Payment (Automatic Debit) Enrollment: 2-24-876-4649 1 hereby authorize SCE and my financial institution to automatically deduct my monthly payment tram the checking account as shown on my enclosed check, len Calendar days after my bill is mailed. Signature Data To change your checking account information or to be removed tram the Direct Payment program please call SCE at 1-800-655-4555. ® Energy Assistance Fund (EAF): I want to help people pay their energy bill through EAF. For Info visit wvnw.sce.com/eaf or call (800) 205-8596. Round -up my hill to next whole dollar amount For EA F Add this amount for EA F S Select one box only and sign below for EAR Month only Month Month One 19H-45 �1 One Month LJ only Go paperless at www.sce.com/ebilling. It's fast, easy and secure. riSOUTHERN CALIFORNIA EDISON� An EDISON INTERNATIONALm Company SANTA ANA, CITY OF I Page 5 of 74 Summary of'your billing; detall',(continuedj; .STATION SANTA ANA; CA YHV 7 OV 1 01% vv rvlamivn I rcw .' v oa„ �•, 6 w-aw 3-020700-93 SANTA ANA CA „�U � - n00 mA r 17TW QT .lun R•16 m.1u18'.16.' TOU-GS-1-A $47.77 3-0224131-75 SANTA ANA CA V ' ' - PRV-2 399 314 E 17TH ST Jul 8'16 to Aug 816_ T_ OU -GS -1-A $49.09 3-0224131-75 SANTA ANA CA PRV-3 1345 314 N GRAND AVE Jul 6'16 to Aug 4'16 TOU-GS-1-A $52.31 3-000-6921-16 SEGRSRTROM SEWAGE LIFT SANTA ANA, OA 2903 S BRISTOL ST Jun 23'16 to Jul 25'16 TOU-PA-2-B $664.41 STATION SANTA ANA, CA JJul 5'16 to Aug 316 TOU-PA-3-8 $10,873.35 3-OD2-3158-73 SANTA ANA CA SOUTH PS 1727 ALTON PKWY WP /Jun 17'16 to Jul 1916 TOU-PA-2-B $1,598.50 3-008-2244-21 SANTA ANA CA WATER WELL 1301 N MABURY ST J Jun 17'16 to Jul 19'16 TOU-PA-3-B $2,569.11 3-029-798640 SANTA ANA CA WELL 16 650 W FLOWER B Jun 13'16 to Jul 1316 TOU-PA-2-A $2,346.58 3-001-3274-64 SANTA ANA CA Jul 1 '16 to Aug 1 '16 MISC-CHARGES $14.47 WELL 24 1800 W 22ND ST Jun 1316 to Jul 13'16 TOU-PA-2-A $2,635.39 3-001-3274-37 SANTA ANA CA WELL 29 101 S FLOWER PMP / Jun 15'16 to Jul 15'16 TOU-PA-2-A $150.71 3-000-8776-20 SANTA ANA CA WELL 31 1815 E CHESTNUT AVE Jul 5'16 to Aug 3'16 TOU-PA-3-B $10,825.53 3-001-3269-95 SANTA ANA CA WELL 32 2801 N WESTWOOD Jul 1 '16 to Aug 2'16 TOU-GS-1-A $79.73 3-000-6323-10 SANTA ANA CA WELL 35 1718 N SYDNEY WELL JJul 5'16 to Aug 316 TOU-PA-3-8 $10,873.35 3-010-7630-01 SANTA ANA CA WELL 36 2415 N BRISTOL ST Jun 30'16 to Aug 1 '16 TOU-PA-2-B $9,064.10 3-000-5824-85 SANTA ANA, CA WELL 37 2007 W MCFADDEN AVE Jul 516 to Aug 3'16 TOU-PA3-13 $13,073.27 3-010-7672-94 WELL SANTA ANA CA WELL 39 2401 N BRISTOL ST Jul 1 '16 to Aug 1 '16 MISC-CHARGES $14.47 $182,126.66 19H-46 APPENDIX B: 2017 MASTER WATER PLAN I1»4Of01E41. 2017 MASTER WATER PLAN Ml Newcomb I Anderson I McCormick 19H-47 CITY OF SANTA ANA 19H-48 City of Santa Ana 2017 Water Master Plan Table 4 - Summary of Demands and Peaking Factors NAM >>> Average Maximum Peak Hour Day Day Average Average Peak Hour Peak Hour Demand Annual Use Time Horizon Demand Demand (million (gal/yr) Flow Flow Flow Flow (million (million (gal/hr) (gal/min) (gal/hr) (gal/min) gal/day) gal/day) gal day) Existing 33.5 45.2 65.3 12,227,500,000 1,395,833 23,264 2,720,833 45,347 Near Term 34.9 47.1 68 12,738,500,000 1,454,167 24,236 2,833,333 47,222 Buildout (2040) 35.5 47.9 69.1 12,957,500,000 1,479,167 24,653 2,879,167 47,986 365 33,500,000 gallon/day 33.5 MGD 19H-49 City of Santa Ana 2017 Water Master Plan Table 6 - Groundwater Well Summary 19H-50 Static Design Design Well Well Pumps Power Pumping Capacity Depth Head Capacity No. To (hp) Depth (ft) (mgd) (ft) (ft) (gpm) 16 Walnut 150 83 108 2.16 228 2,000 18 John Garthe 150 - - 3.29 212 2,000 20 West 150 92 115 4.35 161 3,000 21 West 150 93 113 4.16 160 3,000 24 John Garthe 150 127 203 1.85 279 1,800 26 East 125 127 - 3.00 246 2,500 27 Crooke 300 189 298 3.97 370 2,500 28 System 350 180 264 3.62 400 2,500 29 Walnut 200 152 218 3.65 246 2,500 30 John Garthe 150 91 118 4.35 165 3,000 31 System 350 177 246 3.98 408 3,000 32 John Garthe 300 126 - 3.22 315 2,775 33 Walnut 250 148 227 4.10 280 2,800 34 south 125 115 194 2.18 425 2,500 35 System 350 130 165 3.17 305 3,000 36 John Garthe 250 155 194 5.18 210 3,600 37 System 350 119 137 3.31 330 3,000 38 System 350 221 322 2.16 425 2,500 39 John Garthe 250 153 194 4.32 250 3,000 40 System 400 192 278 3.71 200 2,575 41 System 450 155 201 4.32 350 3,000 TOTAL 5,300 74.05 56,550 = 51,424 = 81 gpm mgd 19H-50 City of Santa Ana 2017 Water Master Plan Table it - Metropolitan Water District Connections MWD Connection SA -1 SA -2 SA -3 SA -4 SA -5 SA -6 SA -7 TOTAL Name Bristol First McFadden Warner Alton Santa Clara Red Hill Normal Design Operating CNumber Capacity (mgd)y of Valves Valve Type (mgd) Notes 5.17 6.46 2 FCV Has hydro. Nee 5.17 9.69 1 FCV 5.17 6.46 1 FCV 4.85 6.46 1 FCV 4.85 12.93 1 Out of Service Being Upgraded 7.76 12.93 3 FCV 4.85 32.31 2 FCV Being moved by 37.82 87.24 = 26,264 60,583 gpm gpm 19H-51 ds work. Caltrans City of Santa Ana 2017 Water Master Plan Table 12 - Storage Reservoir Facilities Capacity Reservoir Number Facility Tank Type (million of Tanks Zone gal) Cambridge Concrete 1.3 1 High Cooke Concrete 6.0 1 High East Steel 6.0 1 Low Elevated Tank Steel 1.0 1 Low John Garthe Concrete 15.8 3 Low South Concrete 6.0 1 Low Walnut Concrete 7.0 1 Low West Steel 6.0 1 Low TOTAL 49.1 Bottom Elevation Diameter (ft) 188.8 Variable 157.6 Variable 76.2 180 NA 60 100 277 35.7 219 79.8 Variable 66.9 180 19H-52 Height 17.2 21 31.5 131 35 Possible PV 22 22 32 Possible PV City of Santa Ana 2017 Water Master Plan Table 16 - Booster Pump Summary 105 MGD 19H-53 Average Design Power(h DesigHead Station Pump No. Motor Capacity Capacity (n (gpm) (gpm) Cambridge 1 Electric 75 1,481 150 1,650 Cambridge 2 Electric 75 1,436 150 1,650 Cambridge 3 Electric 75 1,526 150 1,650 Crooke 1 Electric 150 2,783 185 2,700 Crooke 2 Electric 150 2,693 185 2,700 Crooke 3 Electric 150 2,738 185 2,700 East 1 Electric 125 2,648 175 2,300 East 2 Electric 125 2,603 175 2,300 John Garthe 1 Electric 150 2,693 180 1,760 John Garthe 2 Electric 150 3,097 183 2,590 John Garthe 3 Electric 150 3,007 183 2,590 John Garthe 4 Electric 200 4,264 183 3,560 John Garthe 5 Electric 200 3,590 183 4,270 John Garthe 6 Gas 250 4,982 South 1 Electric 125 2,244 212 2,000 South 2 Electric 125 2,244 212 2,000 Walnut 1 Electric 200 3,501 200 3,100 Walnut 2 Electric 200 3,501 200 3,100 Walnut 3 Electric 200 3,456 200 3,100 Walnut 4 Electric 150 2,738 200 2,400 Walnut 5 Electric 100 1,750 200 1,400 West 1 Electric 200 2,513 170 2,800 West 2 Electric 200 2,289 170 2,800 West 3 Electric 200 2,289 170 2,800 West 4 Electric 150 4,488 176 3,700 West 5 Electric 100 2,020 170 2,100 TOTAL 3,975 72,574 63,720 105 MGD 19H-53 APPENDIXC: EXISTING BYRON JACKSON HYDRO TURBINE APPENDIX C EXISTING BYRON JACKSON HYDRO TURBINE C-1 Newcomb I Anderson I McCormick 19H-54 CITY OF SANTA ANA Elf. Nov. 1985 Third Edition BWlrjl W ntenl Donal, If1CPump- TABLE i, SHEET 2 Hydro turbines shall be furnished with the following metallurgy: Byron ' Section 2-191 JacksonProducts Page 2-191-13 PART DESCRIPTION ASTM NUMBER COMMON TERMS Inlet Elbow — Head A-53 Fabricated Steel . A-48 Cast Iron Column A-53 Fabricated Steel Shaft — Main A-582 400 Series Stainless Steel Bearing — Column B-271 Lead Bronze Bearing — Main B-271 Lead Bronze Case — Main A-48 Cast iron Wicket Gate A-148 CA -958 Ni -Aluminum Bronze Ring — Gate Operating B-271 Bronze A-276 400 Series Stainless Steel Cover — Gate Mechanism A-48 Cast Iron Stem — Wicket Gate A-582 400 Series Stainless Steel Runner 8-148 CA -958/ Ni -Aluminum Bronze or A-743 300 Series Stainless Steel Case — Runner 8-148 CA -958 Ni -Aluminum Bronze or A-743 300 Series Stainless Steel Cone — Runner B-148 CA -958 Ni -Aluminum Bronze Split Ring — Runner A-479 400 Series Stainless Steel Key — Runner A-276 300 Series Stainless Steel A-582 400 Series Stainless Steel Lever — Wicket Gate A-743 400 Series Stainless Steel Draft Tube A-53 Fabricated Steel 19H-56 • Section 2.191Byron 8 / pp, M911P IMemational, Inc. Jackson® Effective June 1986 Page 2-191-4.8 pwp Division Products BYRON JACKSON TKW HYDRO TURBINE • PRELIMINARY OUTLINE -BELOW GRADE PULL-OUT DESIGN B. CTR. (SQUARE) SQUAB NOZZLES SIZE , A.S.A. RATING RATED FLOW NET HEAD -FT K W OUTPUT TURBINE RPM TURBINE WT LBS. GENERATOR WT LBS. BARREL WT LBS. USER: DRAWN BY DATE PROP. NO. LOCATION: -57 DRAWING TITLE: 19 Section 2-191 /% Byron Page 2-191-0.4 I11riA B/ID�@rnational, I= Jacksons Jacksons EIL May 1985 OUTLINE DIMENSIONS - INCHES TURBINE A R C 0 E R GI Jr I L M Ns P Q U W X y he SIZE 1•STG COMP. ADO PER STG. K -DEGREES 0 45 90 135 8 RL 35'/4 31 3314 '4 % 30 40 14 12 24 30 16 16 32 34 h i'A % 24 17 12 5 B M 41 ti 37 3914 1 '4 30 65 19 12 28 36 16 19 38 40 % 1'h 'A 24 19 12 5 8 H 41'7. 37 3914 1 U. 30 70 19 14 29 36 20 21 38 40 '12 1'A '4 28 23 16 5 10H 66 66 54'h 1 Y. 'A 30 84 24 174 37 48 26 25 52 54 3'. 1'A rA 35 27 17 6 12H 72 72 60'4 1'A rA 30 101 29 20 40 54 30 30 58 60 V. 11A 'h 40 34 22 7 15M 72 72 604 1Y. rA 30 115 33 20 40 54 30 30 58 60 3/. 1'h % 40 34 22 7 15 H 79 79 70 1'h 1% 30 120 33 2314 44 60 36 35 64 66 35 1% 1'4 47 38 26 9 17 H 94 94 83 14: 1'h 36 142 42 27 53 72 42 42 76 80 1 1% 1% 54 46 31 11 21 H 108 108 97 1% 114 36 165 47 31' 60 84 50 49 90 92 1 13'i 135 63 55 38 15 25 H 124 124 110 2 1% 36 198 66 37'4 67 96 60 59 102 104 1 2'A 135 74 66 46 17 NOZZLE ADAPTATION DIMENSIONS' AA Min. = L + 5 (N -CA) AS Min. = L + 3 (N -DA) AE Min. = 6 (N -CA) AF Min. = 4 (N -DA) NOTES: (1) Barrel length may be increased it necessary for extra -deep nozzle setting. (2) "F" dimension is the typical minimum generator stand height. Applications requiring oversize turbine shafting or special wicket gate operators may require additional height. (3) Standard barrel nozzles are sized for moderate fluid approach velocity to provide efficient and quiet operation. Where required, separate spool adapters or integral welded adapters may be specified. (4) Specify "Byron Jackson To Supply" or "By Others'. (5) Standard nozzles have 150 Ib. or 125 Ib. standard A.S.A. raised face flanges.. (6) Nozzles rated greater than 150 Ib. may require greater elevation difference. Inlet nozzle elevation is always equal to or above discharge nozzle elevation. (7) 250 lb. or 3001b. nozzle flanges require additional base -lo -nozzle clearance. (8) Contact B.J. Engineering Department for special installation I mounting design. BARREL INSTALLATION AND MOUNTING CONSIDERATIONS Pullout barrels can be permanently embedded in concrete, or they can be bolted to a baseplate. Each means of installation has certain advantages over the other. The embedded barrel will result in quieter operation due to the sound damping effect of the concrete and soil. For speed or ease of installation, the flange -mount barrel can be provided. A separate qq//ss��yyl t�� a8I�t@bolts, and flange mounting hardware will also be furnished. Installation of the baseplate will be performed by others; The basipOlmial '�, ing flange mating surfaces are machined flat and after the baseplate has been properly levelled and grouted, the turbine barrel is simply lowered into place. With either type of pullout barrel installation, the barrel may be left in olace. leavinn the rnnnprrpn hman ;f h.—. nprp==arn fn rpmnvp rhp hnhlna fnr maintenance. 4 • Sectlon 2-191 Byron /` /,, BW/IP Intemationai, Inc Jackson° Eff. May 1985 Page 2-191-20.4 Pump Division Products BYRON JACKSON HYDRO TURBINE STYLE DB ABOVE GR �1�BOUT DESIGN is 0 Eff. May 1985��(!i BWAP Intemational, Inc. /,12/1 PunpDivision INLET Byron Section 2-191 P ro�ts Page 2-191-4.3 BYRON JACKSON TYPE TKW STYLE DB PULLOUT PRELIMINARY OUTLINE DIMENSIONS BASIC OUTLINE NOZZLE ORIENTATION INLET N DEGREES CC OR CCW FROM INLET IBCN. INLET 1 N m11L DI N. NOZZLE ROTATION INET0ISCM. INLET CUBTONE0. 1 TO PBCIFY I 018 M. OFFSET DISCHARGE ELEVATION AT IGVFROM INLET OPTIONAL PIPING/NOZZLE ADAPTATION I INLET BIBLK CA --, A I DA 1 I ' INTEGRAL TYPICAL METHODS OF BARREL INSTALLATION ABOVE BABE NOZZLES EMBEDDED BARREL ANO ANCHOR MUG W J mN. `if v DIA. ,. ABOVE BABE NOZZLES EMBEDDED BARREL On E min.0101rt Q DIA. AE I AFF IML II I IBCN. LA OA I SPOOL PIECE] 19H-60 ABOVE BASE NOZZLES FLANGE -MOUNT BARBEL BELOW BASE NOZZLES EMBEDDED BARREL AND ANCHOR RING BELOW BASE NOZZLES INDUCED BARREL BELOW BASE NOZZLES FLANOE-MOUNT BARREL OPTIONAL BASEPLATE/MOUNTING FLANGE SQUARE 0A8EPLATE FOR BARREL DIAMETERS TRRU, /9 W. G�D HOLES IN BEPLATE —B eaT-8 SOLE DIA B-E NOLEB IN BARREL MOUNT.: FLANGE BOLT.. BLL 'JCTAGONAL BASEPLATE I BARRELS AB CIA. AND UP 19H-61 APPENDIX D: TURBINE PROPOSALS APPENDIX D TURBINE PROPOSALS D-1 Newcomb I Anderson I McCormick 19H-62 CITY OF SANTA ANA 19H-63 k((oC*a*�nyon / HucJro August 17, 2018 Michael KJ Anderson PE, VP Newcomb I Anderson I McCormick 201 Mission Street, Suite 2000, San Francisco, CA 94105 Dear Mr. Anderson, Thank you for your correspondence regarding the hydroelectric projects you are evaluating in California at the SA -6 Santa Clara location. We appreciate the opportunity to work with you to offer the best possible Canyon Hydro equipment package for this site and application. Based on your correspondence we are offering an equipment package utilizing an In -Line Turbine optimized to pass 12.0 CFS at 90-120 PSI net head. Under these conditions maximum expected system production will be 225 kW using the equipment package described below. The turbine will pass up to 18.7 CFS at 120 PSI net head with an expected maximum output of 351 kW. (1) Soar ILT16-33-11.25 Variable Flow Hydro Turbine, 1800 RPM, adjustable wicket gates (1) US Motors Vertical Shaft, 500 HP, 1800 rpm, 480 VAC, 60 Hz, 3 ph., induction generator (1) 16" Hydraulically Actuated Turbine Inlet Valve (1) HPU to support wicket gate and inlet valve actuation with accumulator sized to close wicket gates and inlet valve in the event of power grid failure (double fail-safe) (1) Switchgear and controls panels to parallel the generator with the local electrical utility grid and provide protective relays to utility grid standards for a project of this size. Specific utility requirements may change the scope of the switchgear/controls package offered and pricing may be affected. A one -line diagram and equipment list will be submitted for local electrical utility review and approval prior to proceeding with panel manufacture. Budget estimate system price, as described......................................................$541,000.00 The equipment package offered will be custom designed to meet the particular requirements of the site and project as explained through our discussions. As the project progresses and requirements are determined, we will be pleased to refine our budget estimate or offer a firm quotation. Budget estimates are offered for planning purposes only but are typically within 10% of a firm quotation for the same equipment package. Normal Terms 15% to begin final design 30% to begin manufacture following final design approval 25% mid -project 20% upon notice of readiness to ship 10% upon successful start-up or 90 days from readiness, whichever is first Normal Delivery 32-40 weeks from design approval and receipt of payments Delivery FOB Deming, Washington (crated for shipment) In addition to equipment supply, Canyon Hydro also offers equipment installation services by our in-house field crews who are highly experienced with the unique requirements of hydroelectric equipment. Canyon Hydro— the water power division of Canyon Industt�lue Heron Lane • P.O. Box 36 • Deming WA 98244 360.592-5552 • Fax: 360.592.2235 • em A: u i onhydro.com • www.canyonhydro.com (nyon (2, Va Hydro Commonly start-up, commissioning and training services are of value following installation. For a project of this type we can typically send a single technician who is capable of covering the mechanical and electrical portions of the equipment package. If start-up, commissioning and training assistance is of interest we suggest budgeting $8,000-$10,000 for a qualified Canyon Hydro technician. I look forward to working with you to ensure our equipment package meets all the requirements of the site and project. Please contact me as questions arise or as additional project information becomes available. Sincerely, Ryan Maloney Canyon Hydro- the water power division of Canyon Indust'Ik�i�r�(�.elue Heron Lane • P.O. Box 36 • Deming WA 98244 360.592-5552 • Fax: 360.592.2235 • email: urbmt canyonhydro.com • www.canyonhydro.com I �n I� [•n QW ii 0� z 0 o z Zu PER Z O ZD ry N O U Uf O LL F- O 19H-66 LU J > 0 O LL O 04 z W = m W No > IL IL � o Q U � z< J z = Q Z O = z � ::E o J o Q O o N OQ N 000000 19H-66 0 N � U r N 1-" U 1 � M o �o a r N C J o N N c C 0 0 0 ® U C G ° J �Jaad) PoaH ON III I III 'I � I I III'' w o �• j I I I 1J . _I_ II �__ I �_ _ _ !!I'��_I I_�_i•i�l �I_� I � � I- !�� '�� '• : I! I I! i I l l lily I� _! I I I I I •� — I I I I 1 (_ /gPDdD� u61sa4 X I —mo l� DluDi 9'tlS 1 U mo au m wnwixD — 17 y _— - ••�• i ! • _— 1_�, •1•. _I _L�I�_ � Id Iq 1 W_ IIf ,•i•• I !' I, ! I I I I ��- � III- i � I• I ' � , -I I �-�- o � IIT I I II �'!••. � 'i ' I I-rI 'Ij••'I',IIII�rtj� ;, � •"1 IIII IIIi�II _I—_ I I I I •�_, _ I I I �1 � � )_ I _ _ M!oDdDo 6upmadp IDuuory aDp oluoS 9-VS _1 � � I I I I I • I I I I I I I I�• o I �� � a6mantl ClOZ - -L_ IIrrI � I � I l � I� 1 S 9•VS .1 i I I i ;••� � •r. I i 1 I I-I� I I I� IIII I� ITIS I�I n'�rl 1 � I mold au!gmd wnwlu!W II�IIi���Iz 19H-67 �I� 19H-67 (rCanyon �J Hydro August 17, 2018 Michael KJ Anderson PE, VP Newcomb I Anderson I McCormick 201 Mission Street, Suite 2000, San Francisco, CA 94105 Dear Mr. Anderson, Thank you for your correspondence regarding the hydroelectric projects you are evaluating in California at the SA -1 Bristol and SA -3 McFadden locations. We appreciate the opportunity to work with you to offer the best possible Canyon Hydro equipment package for this site and application. Based on your correspondence we are offering an equipment package utilizing an In -Line Turbine optimized to pass 8.0 CFS at 90-120 PSI net head. Under these conditions maximum expected system production will be 145 kW using the equipment package described below. The turbine will pass your full specified design capacity of 10.0 CFS at 120 PSI net head with an expected maximum output of 183kW. (1) Soar ILT12-33-9.0 Variable Flow Hydro Turbine, 1800 RPM, adjustable wicket gates (1) US Motors Vertical Shaft, 250 HP, 1800 rpm, 480 VAC, 60 Hz, 3 ph., induction generator (1) 12" Electrically Actuated Turbine Inlet Valve (1) HPU to support wicket gate actuation with accumulator sized to close wicket gates in the event of power grid failure (fail-safe) (1) Switchgear and controls panels to parallel the generator with the local electrical utility grid and provide protective relays to utility grid standards for a project of this size. Specific utility requirements may change the scope of the switchgear/controls package offered and pricing may be affected. A one -line diagram and equipment list will be submitted for local electrical utility review and approval prior to proceeding with panel manufacture. Budget estimate system price, as described......................................................$261,000.00 The equipment package offered will be custom designed to meet the particular requirements of the site and project as explained through our discussions. As the project progresses and requirements are determined, we will be pleased to refine our budget estimate or offer a firm quotation. Budget estimates are offered for planning purposes only but are typically within 10% of a firm quotation for the same equipment package. Normal Terms 15% to begin final design 30% to begin manufacture following final design approval 25% mid -project 20% upon notice of readiness to ship 10% upon successful start-up or 90 days from readiness, whichever is first Normal Delivery 20-28 weeks from design approval and receipt of payments Delivery FOB Deming, Washington (crated for shipment) In addition to equipment supply, Canyon Hydro also offers equipment installation services by our in-house field crews who are highly experienced with the unique requirements of hydroelectric equipment. Canyon Hydro- the water power division of Canyon Indus a Blue Heron Lane • P.O. Box 36 • Deming WA 98244 360.592-5552 • Fax: 360.592.2235 • emai.turbines nyonhydro.com • www.canyonhydm.com C nyon Hydro Commonly start-up, commissioning and training services are of value following installation. For a project of this type we can typically send a single technician who is capable of covering the mechanical and electrical portions of the equipment package. If start-up, commissioning and training assistance is of interest we suggest budgeting $8,000-$10,000 for a qualified Canyon Hydro technician. I look forward to working with you to ensure our equipment package meets all the requirements of the site and project. Please contact me as questions arise or as additional project information becomes available. Sincerely, VY Ryan Maloney Canyon Hydro- the water power division of Canyon Indust����Blue Heron Lane • P.O. Box 36 • Deming WA 98244 360.592-5552 • Fax: 360.592.2235 • em il. u es ca onhydro.00m • www.canyonhydro.com I 0 O t N M v M � o 0 COD = (Do D c 0 0 v 0 N O LL C L U } }j. G 3 M M N N I ' � I _I_ _ •.I_I I -- I •�� � � •4•,� I A!iootlo� u61sap � � II i •, � •`�Llgodo� 6upo,ado ti Iow,oN � �•.L. I E -VS 8 PVS a6many Lf OL I II � im,•�,I a6o,enV LIOL uappoioW E-tlS 1- Z al �I I � O �, (laad) PoaH ON 19H-72 I I _3 _ I I 19H-72 '�. 4n 1Jij • c 6�x I . L K �1 1 N `t 6i GILKES BUDGET OFFER FOR THE SUPPLY OF HYDRO ELECTRIC EQUIPMENT Client: Newcomb Anderson McCormick — Michael Anderson Project Name: California Pump/Vault Hydroelectric Project Gilkes Reference No: DW-MA-CAvault-Nov13-2018 Date: Tuesday, 13 November 2018 Gilbert Gilkes & Gordon Ltd Canal Head North, Kendal, Cumbria LA9 76Z, England North American contact details; Darren Wager - d.wager@gilkes.com 19H-74 Attn: Michael Anderson California Pump/Vault Hydroelectric Project Dear Mike, Thank you for your interest in the supply of Gilkes equipment. Please find herein our budget offer for the supply of hydroelectric equipment for the above project located in California. Based on the head and flow data for the two turbines provided in your email of August 21st, 2018, we have arrived at the turbine offerings and project solution detailed in this budget quote. We have included for a standard electrical controls and switchgear package that would be designed for a 480V system and would terminate at the LV side of the generator switchgear. As this project develops further, we would be more than happy to provide you with a more comprehensive offer tailored to your specific requirements. We trust you find this revised budget offer of interest. Should you have any questions or require any further information please do not hesitate to contact me and I will assist accordingly. Yours Sincerely, Darren Wager Sales Director—Gilkes Hydro Hydro Gilbert Gilkes & Gordon Ltd. Mobile: +1(253) - 318-0005 Email: d.wager@gilkes.com 19H-75 The Gilkes Package A Gilkes equipment package is comprehensive and exclusive of hidden extras; • All factory assemblies which are stripped down for shipment are witness marked and colour coded to assist on site assembly. • All major sub -contracted equipment is sourced from established suppliers from our approved supplier list. These sub -contractors have proved to be high quality, reliable suppliers with a technical appreciation and experience of small hydro generation projects. • Gilkes packing methods are customised to suit the requirements dictated by the project location and access to the project site. Equipment can be packed for long periods of storage. • Gilkes engineers provide expert on-site installation & commissioning services. • Operating Manuals are included. • A Gilkes project team is assigned to engineer the contract from start to finish and customer "single line" contact is organised through a contract engineer. • The delivery schedule is handled by Gilkes Product Control Department and all sub- contractors are closely monitored to ensure "on time" delivery of all equipment. You will note from the above that Gilkes do not only offer a manufacturing service but a complete specialised service comprising of rugged quality equipment along with the experienced technical engineering backup and installation expertise required. We have found from many years' experience that in the long term quality is an important requirement for small hydro plants to ensure optimum reliability and minimum maintenance costs. Gilkes' Engineering Expertise Every hydro project supplied by Gilkes is subject to the attentions of a team of highly qualified engineers including a contract manager, degree qualified mechanical engineer, draughtsperson and the sales engineer whom you will be dealing with throughout the tender stage. We believe that this approach ensures that your needs are fully understood by the whole of Gilkes and ensures that 19H-76 projects proceed smoothly and on time with the minimum of project management and/or engineering design/consultancy services. In our experience it is always better to design for, rather than close our minds to, possible failure modes. We therefore accept that it is necessary for turbines to reach full run -away speed safely and have generators supplied to us tested at full run -away speed to ensure that no damage will occur. Some suppliers use lower cost generators which will handle 130% or 140% of normal speed and hope to be able to shut their turbines down before the turbine has accelerated to full run -away and accept that if the machine does ever reach full run -away the generator will be damaged. Gilkes experience is that full run -away is usually reached in less than 5 seconds and is therefore extremely difficult to avoid. 19H-77 Scope of Supply —Turbine #1 1 off 250 G100 Francis turbine fitted with a hydraulic actuator on the guide vanes 1 off Set of inlet pipework up to the inlet flange of the main inlet valve (including dismantling joint) 1 off Main inlet valve, butterfly valve, weight to close and hydraulic actuator to open 1 off 60Hz 1200rpm (6 pole), 480V, Induction Generator, with the turbine runner supported on a Gilkes bearing housing connected to the turbine by means of a flexible coupling arrangement 1 off Electrical controls and switchgear package 1 off Installation and Commissioning supervision of Gilkes supplied equipment provided upon request 19H-78 Exclusions We have not included the following items which are required for our equipment or the project in general: • Relay protection study (values from the study will be inserted into our relays). • Secondary injection test at site to prove the results of the protection study. • Any and all activities related to on-line grid connection with the utility. • Any and all power and control cabling for main and auxiliary systems. • Any and all civil works including sealing of cable ducts. • Any and all crane hire and lifting arrangements. • Grounding mat. • Broadband connection/phone line for any remote communication. • HV switchgear. • Hydraulic Control Module • Any and all Building Services. • Any and all activities related to the head level sensing. • Any and all physical Installation activities related to the lifting and positioning of the equipment. • Plant installation and commissioning supervision. • Performance testing. • Any and all site set up, facilities and additional site labour. Extent of Supply The supply of Gilkes plant terminates at the following points: • Turbine inlet -at the upstream face of the main inlet valve. • Turbine discharge — at the draft tube discharge. • Generator—at the generator terminal connectors. • Electrical — at the LV of the generator switchgear 19H-79 Price Schedule —Turbine #1 Item Qty Description Price ($USD Dollars) 1 1 250 G100 Francis Reaction Turbine assembly Included Case Runner Bearing housing Including: Guide Vanes and Linkages Inlet spool pipe, Outlet Bend and Draft Tube Shims and tools 2 1 Main inlet valve Included 3 1 Induction generator Included 4 1 Controls & Switchgear package Included 5 1 Hydraulic Power Unit Included Installation Supervision of Gilkes supplied 6 0 Not Included equipment available upon request Commissioning Supervision of Gilkes supplied 7 0 Not Included equipment available upon request TOTAL BUDGET PRICE —$USD DOLLARS $369,455 All figures are exclusive of local, State, and Federal taxes which will be charged to the customer account where applicable. Import duties and delivery to site is included. This pricing is indicative only and is based on the information made available to us prior to the date of this offer. None of the prices are fixed or firm and will be subject to further review by Gilkes should you wish to proceed with placing an order. Please note that this budget offer is not intended to form a legally binding relationship and Gilkes is not bound to accept purchase orders against this proposal. 19H-80 Payment Terms Unless otherwise agreed, the following representative payment terms apply: - 15% of total contract price with order 25% of total contract price on presentation of the following drawings General arrangement - Foundation details to allow civil works to proceed 25% of total contract price on presentation of runner material certificates. 30% of total contract price on delivery of equipment to ship to site, or on notification of readiness to ship, if site is unable to receive goods. Storage charge can be applied if delivery is delayed by more than 3 months. 5% of total contract price due on Completion of Commissioning, or 4 months after delivery to site, or 6 months after notification of readiness to ship, whichever is the sooner. If Commissioning of Turbine is to be by others then final payment due on shipping. All payments net 30 Days from date of invoice. Estimated delivery We estimate the delivery to site for the equipment offered in our quotation to 48 Working Weeks, DDP Incoterms ® 2010 from receipt of an official order complete with full and final instructions to proceed and on receipt of any initial stage payment. Deliveries offered are indicative only. Firm delivery periods are dependent upon contract start dates, and are subject to Gilkes' factory work loading and major casting availability at the contract start date. Contract timescales commence on receipt of an official order complete with full & final instructions to proceed and initial payment. Firm delivery periods will be reviewed at time of order. General Contract Terms & Conditions Available on request 19H-81 Technical Data —Turbine #1 The technical data given in this quotation, unless specifically guaranteed, will be subject to confirmation in the event of an order. Model No. of Units Mean Diameter of Runner Rated Speed Maximum Overspeed Maximum continuous overspeed period Runner material Shaft orientation Mechanical shaft power at 244.5ft Net Head and 8cfs Flow Turbine efficiency at 244.5ft Net Head and 8cfs Flow Performance Curve 250 G100 Francis Turbine 1 250 mm 1200 rpm 2220 rpm 2 minutes in any 24-hour period CA6NM or equivalent Stainless steel Horizontal 147 kW 88.5 The following performance and efficiency curve are representative of your project's hydraulic conditions and is depicts the turbine's mechanical power (kW) and efficiency (%) as a function of head (ft) and flow (cfs). 19H-82 GFLKE8 250 G100 Francis Turbine Speed 1200 Rpm 300 250 s 200 a� w 5 0 v 150 5 N 7 5 N 100 50 0 300 120 250 100 200 80 CL 150 60 C o U w 100 40 50 20 00 2 4 6 8 10 12 14 160 Flow rate in ftA3/sec Name Head Flow rate Power Efficiency Vent feet ftA3/sec kW percent mm New Duty 244.5 8 147 88.5 13.6 Gilbert Gilkes and Gordon Ltd Approved Kendal, Cumbria, UK. LA9 713Z CA Vault Tel: 01539 720028 Fax: 01539 732110 1914183 Version Number 20 Scope of Supply —Turbine #1 1 off 250 G100 Francis turbine fitted with a hydraulic actuator on the guide vanes 1 off Set of inlet pipework up to the inlet flange of the main inlet valve (including dismantling joint) 1 off Main inlet valve, butterfly valve, weight to close and hydraulic actuator to open 1 off 60Hz 1200rpm (6 pole), 480V, Induction Generator, with the turbine runner supported on a Gilkes bearing housing connected to the turbine by means of a flexible coupling arrangement 1 off Electrical controls and switchgear package 1 off Installation and Commissioning supervision of Gilkes supplied equipment provided upon request 19H-84 Exclusions We have not included the following items which are required for our equipment or the project in general: • Relay protection study (values from the study will be inserted into our relays). • Secondary injection test at site to prove the results of the protection study. • Any and all activities related to on-line grid connection with the utility. • Any and all power and control cabling for main and auxiliary systems. • Any and all civil works including sealing of cable ducts. • Any and all crane hire and lifting arrangements. • Grounding mat. • Broadband connection/phone line for any remote communication. • HV switchgear. • Hydraulic Control Module • Any and all Building Services. • Any and all activities related to the head level sensing. • Any and all physical Installation activities related to the lifting and positioning of the equipment. • Plant installation and commissioning supervision. • Performance testing. • Any and all site set up, facilities and additional site labour. Extent of Supply The supply of Gilkes plant terminates at the following points: • Turbine inlet - at the upstream face of the main inlet valve. • Turbine discharge — at the draft tube discharge. • Generator— at the generator terminal connectors. • Electrical — at the LV of the generator switchgear 19H-85 Price Schedule—Turbine #2 Item Qty Description Price ($USD Dollars) 1 1 300 G100 Francis Reaction Turbine assembly Included Case Runner Bearing housing Including: Guide Vanes and Linkages Inlet spool pipe, Outlet Bend and Draft Tube Shims and tools 2 1 Main inlet valve Included 3 1 Induction generator Included 4 1 Controls & Switchgear package Included 5 1 Hydraulic Power Unit Included Installation Supervision of Gilkes supplied 6 0 Not Included equipment available upon request Commissioning Supervision of Gilkes supplied 7 0 Not Included equipment available upon request TOTAL BUDGET PRICE — $USD DOLLARS $398,919 All figures are exclusive of local, State, and Federal taxes which will be charged to the customer account where applicable. Import duties and delivery to site is included. This pricing is indicative only and is based on the information made available to us prior to the date of this offer. None of the prices are fixed or firm and will be subject to further review by Gilkes should you wish to proceed with placing an order. Please note that this budget offer is not intended to form a legally binding relationship and Gilkes is not bound to accept purchase orders against this proposal. 19H-86 Payment Terms Unless otherwise agreed, the following representative payment terms apply: - 15% of total contract price with order 25% of total contract price on presentation of the following drawings - General arrangement Foundation details to allow civil works to proceed 25% of total contract price on presentation of runner material certificates. 30% of total contract price on delivery of equipment to ship to site, or on notification of readiness to ship, if site is unable to receive goods. Storage charge can be applied if delivery is delayed by more than 3 months. 5% of total contract price due on Completion of Commissioning, or 4 months after delivery to site, or 6 months after notification of readiness to ship, whichever is the sooner. If Commissioning of Turbine is to be by others then final payment due on shipping. All payments net 30 Days from date of invoice. Estimated delivery We estimate the delivery to site for the equipment offered in our quotation to 48 Working Weeks, DDP Incoterms ® 2010 from receipt of an official order complete with full and final instructions to proceed and on receipt of any initial stage payment. Deliveries offered are indicative only. Firm delivery periods are dependent upon contract start dates, and are subject to Gilkes' factory work loading and major casting availability at the contract start date. Contract timescales commence on receipt of an official order complete with full & final instructions to proceed and initial payment. Firm delivery periods will be reviewed at time of order. General Contract Terms & Conditions Available on request 19H-87 Technical Data —Turbine #2 The technical data given in this quotation, unless specifically guaranteed, will be subject to confirmation in the event of an order. Model No. of Units Mean Diameter of Runner Rated Speed Maximum Overspeed Maximum continuous overspeed period Runner material Shaft orientation Mechanical shaft power at 244.5ft Net Head and 8cfs Flow Turbine efficiency at 244.5ft Net Head and 8cfs Flow Performance Curve 300 G100 Francis Turbine 1 300 mm 1200 rpm 2220 rpm 2 minutes in any 24-hour period CA6NM or equivalent Stainless steel Horizontal 162 kW 89.9 The following performance and efficiency curve are representative of your project's hydraulic conditions and is depicts the turbine's mechanical power (kW) and efficiency (%) as a function of head (ft) and flow (cfs). 19H-88 GFLKES 300 G100 Francis Turbine Speed 900 Rpm 200 160 5 0 G120 -o m = 80 40 0 100 250 80 200 60 c a� 150 Y a `y T U n° 40 100 Lu 50 20 0 0 4 8 12 16 200 Flow rate in ftA3/sec Name Head Flow rate Power Efficiency Vent feet ftA3/sec kW percent mm New Duty 177.6 12 162 89.9 20.9 Gilbert Gilkes and Gordon Ltd Approved Kendal, Cumbria, UK. LA9 7BZ CA Vault Tel: 01539 720028 Fax: 01539 732110 19HIJ89 Version Number 20 Turbine Description & Material Specification Runner Material 13/4 Chrome Steel to BSEN10293: 2005 or ASTM A743 CA6NM Single casting, part machined, with hand finished blades. The runner blade profile will be finished using templates to meet the current IEC standards. Dynamic balancing specified to G6.3. OR 13/4 Chrome Steel to BS 3100 425 C1; ASTM 473 541500; A743 CA6N; EN 1.4313 or similar. The runner will be machined from solid forgings and fabricated construction: CNC machined from a fully heat treated forged disc with hand polished buckets. The runner skirt and crown will have adequate metal thickness for machining to facilitate the fitting of loose wear rings should this ever be necessary. 19H-90 Spiral Case Top & Bottom Covers Chamber facings / Cheek Plates Main Shaft Seal (overhung design) Guide Vanes Fixing to the generator shaft will be by keyway, flange connection or hydraulic locking device. Material Ductile Spheroidal Graphite Cast Iron to BSEN1563 Gr: 450/10 Single casting with horizontal inlet. The casting will be complete with hand hole covers, drain outlet, manual valves and all necessary joints, tappings, pipework, brackets and foundation bolts. Material: Ductile Iron ASTM A536 GR 60-45-10 Fitted with self-lubricating bearings for the guide vane shafts. The operating ring cylindrical extension piece will be fitted with a bearing liner in cast leaded gun metal to BS EN1982 CC491K. Material—Stainless Steel to BSEN10293: 2005 or ASTM A743 CA6NM or C95xxx Aluminum Bronze Replaceable wearing chamber facing plates, secured to the turbine top and bottom covers by counter sunk screws. The covers will be fully machined, and fitted with loose stainless steel wear rings and facing plates. Proprietary throttle bush and labyrinth incorporating catchment chamber and pipe. Material 13/4 Chrome Steel to BSEN10293: 2005 or ASTM A743 CA6 N M Single castingwith fully machined spindles, part hand finished blades. The spindles extend through the inlet cover through bronze bushes which are self -lubricated by graphite filled spiral grooves requiring no additional external lubrication. 'C' ring seals prevent any leakage between the spindles and bushes. A PTFE thrust bearing is incorporated for each guide vane. The guide vane levers will be connected to the guide vane by clamping their split bosses on the guide vane drive spindle. This will provide a friction hold to permit slip should a guide vane become 19H-91 jammed by debris. The guide vane levers and spindles are match marked to permit easy resetting should the mechanism be disturbed. The guide vane levers are regulated by the operating ring via an individual link mechanism regulates the guide vane levers. All moving Draft Tulle Fabricated Carbon Steel Plate to BS EN 10025:1993 5275 Tapered pipe with flange suitable for connection to turbine discharge. Dismantling Joint A Viking Johnson flanged dismantling joint is included. The dismantling joint will be located between the turbine inlet pipe and the main inlet valve to assist alignment and disassembly of the turbine inlet pipework for maintenance purposes. Foundation Bolts All necessary foundation bolts plus a generous supply of packing pieces for installation setting up purposes are included. Painting All Components were required will be painted in accordance with Gilkes current standard Paint system. 19H-92 pins are carried in renewable self-lubricating bronze bushes. Guide Vane Material Fabricated Carbon Steel Plate to BSEN 10025 Gr 5275 JR Operating Ring The operating ring will be connected to the turbine guide vane mechanism and operated by an Electric or Hydraulic actuator. Guide Vane The guide vane operator will regulate water flow Operator The operator will be fitted with: - a) End of travel and intermediate limit switches. b) Linear variable displacement transducer. Inlet Pipe Material Fabricated Carbon Steel to BSEN 10025 Gr 5275 JR. The inlet pipe will be flange connected to the turbine case. The plain upstream end will be machined for connection to a flanged dismantling joint, (included in our supply). The inlet pipe will be supplied with 1 off pressure transducer and dial type pressure gauge. Outlet Bend Material Ductile Spheroidal Graphite Cast Iron to BS 1563 450/10 Draft Tulle Fabricated Carbon Steel Plate to BS EN 10025:1993 5275 Tapered pipe with flange suitable for connection to turbine discharge. Dismantling Joint A Viking Johnson flanged dismantling joint is included. The dismantling joint will be located between the turbine inlet pipe and the main inlet valve to assist alignment and disassembly of the turbine inlet pipework for maintenance purposes. Foundation Bolts All necessary foundation bolts plus a generous supply of packing pieces for installation setting up purposes are included. Painting All Components were required will be painted in accordance with Gilkes current standard Paint system. 19H-92 Ole' 1IW 1 -I 11 � i© Io Im G 1 IN V LO LO Ib 10N 0 J ,ll V H J O N > 5< -Lu W J 06£ 'dAl OOY 09 H W Y �0 Q> IL > J � J � Q 0 O LO 0w H IL a>� U I O O � N ❑ O O N P N N N G 1 IN V LO LO Ib 10N 0 J ,ll V H J O N > 5< -Lu W J 06£ 'dAl OOY 09 H W Y �0 Q> IL > J � J � Q 0 O LO 0w H IL a>� U I O b I N Q m H R J z O 10 v 0 V w �v 1La Z n =Owa U.=U- �.vr� v U t2 CC �Qw N =Q F J �wUF )_NQ.0 v) �' vvwine UC (`7 a LO V CV n Ow ¢❑ Z� ¢U a ❑ V o O 0 0 0 VI () P N N R J z O 10 v 0 V w �v 1La Z n =Owa U.=U- �.vr� v U t2 CC �Qw N =Q F J �wUF )_NQ.0 v) �' vvwine UC (`7 a LO V CV n Ow ¢❑ Z� ¢U �o ❑w o� �LL Uz wO OV U¢p S w O ¢z >w ¢ W-0 W O z w< w�'� >?- a U Q OZw w O mQ❑ ��O ❑ 0 ��Q w H ❑w❑u 0 Zww Q O Q UZ> w� NO >Z � ON zw wm m� w K ❑ R J z O 10 v 0 V w �v 1La Z n =Owa U.=U- �.vr� v U t2 CC �Qw N =Q F J �wUF )_NQ.0 v) �' vvwine UC (`7 a LO V CV n APPENDIX E: PLANT OPERATING RECORDS APPENDIX E PLANT OPERATING RECORDS E-1 Newcomb I Anderson I McCormick 19H-96 CITY OF SANTA ANA 19H-97 City of Santa Ana Public Works Agency Water Resources Division Production and Control Section SA -1 Generator Panel Readines MR ib5 I5� 150 138 !305 Sob 560 510 � ®�®. 19V 16,5 ilo 1-19 M 1 9 (Ys Iv5 , - ...., . . tg I ro? 1908 Ijdf47.5 1 $365,`% 1 V 60, i 1%b 51.5 �- M-- M -- r -A { l� y 20 al 27 145 ILId 140 516 505 505 SID 5o5 Sas 515 505 505 1$0 118 110 I'18 Irr05 1r95 ISo IqIZ0 %10 I$o 115 110 Ito% 1408 m7 I88b5. 1 14031 •2 19203.1 rtA aA V -w C�II�L'L•�!�lP.� - • 11.771�R -��R��ll6�al�! �rm���r�rmrm�rr�■r�r��� ��l� -- �riiir�■��rr�r_�ir=�a It,1�7��� •` ��� • i�l�1GL���© ,f.7��Y1�1a�����1��.71p�:w�7� • � �11M mmmm j1j� 3 z� �- I q-5 ib5 I5� 150 138 !305 Sob 560 510 soy 605 505 505 505 505 5,o5 510 19V 16,5 ilo 1-19 M 1 9 (Ys Iv5 Iy 1 5 (4v Igo 1 o l 10 r63 tg I ro? 1908 Ijdf47.5 1 $365,`% 1 V 60, i 1%b 51.5 �- M-- M -- r -A { l� y 20 al 27 145 ILId 140 516 505 505 SID 5o5 Sas 515 505 505 1$0 118 110 I'18 Irr05 1r95 ISo IqIZ0 %10 I$o 115 110 Ito% 1408 m7 I88b5. 1 14031 •2 19203.1 rtA aA V -w 19H -98 111. Vf �9 8.3 PVf, 4.7, Mwt7-F o- ?LV,4- M - SA1 Date Totalizers ChlorineWS.O Comments Location I SCADA Differencl Total Free At wow 66v05*05 &F/;FRB 8 0 h s ,'x'67%6 P �w /' ZZ QT( b g3 6�1 9- - 16,11 SYS 1.6 10.5.4 311111 Y. o iO-lj.q 170 to 2-5 i .22•Y lZ Z to W' l0 7 2 _S L( Z -S-4 'I'�Y53 1.5 /IL 1Z-11 115tg6Nb3 35 6,--b—d1,7 f+– Z•Zr /7533 x/0 3564639 I g 2.-7-0 1-15 SrD6o1 t - �{ • S I Soo 1-12 7 YoT3 �'O � �•2a -17 5672 .- 1-26 %,41 2 3 12S *-0 Pool? 3B I7U7-g9$ 3-H IIVO zArij jz.2 1$22-7 n t SA Log forms 19H-99 m� 0 Cl N cu ca cu 0 U r_ 0 Z .5 0 CD U N N CDca r 4 a • SA1 qj�OWA 19H-103 SA Log forms.xls � SA1 0. 6 i ZDv5 Date Totalizers torine WSO Comments Location SCADA Difference Free K 13 111tj 1827 3 I%S-Z'?-34q Ilk'u (9-7 185 gbgz. = Z 6-1' 7 6�t57o x Z ,P t4 2.3 167 0 b 4'v 0., L �— (�'� l 5'I 8'162-1 e . � IBS oho 24 I.Cl -, -� 0-3 P-17-0 X07 F'z70 cD -2lei 6qq p •lL Z5z D5 7-.y � �- �( 23 I It 2-6 W5 )z.7- 'eve to . Y 19400063 914 P. I'L MS30Q5 kl to.tq 1950o98 -i at+ 10--47 17 531,roo eN It•2 1454647-0 rte u S6 N-3/ l 19H-104 SA Log forms 0 0 0 1 47n- I %P;u zg fL it cq C4 C4 LL IQ p Ir ol 61 1 47n- I %P;u APPENDIX F: MONTHLY PRODUCTION REPORTS APPENDIX F MONTHLY PRODUCTION REPORTS F-1 Newcomb I Anderson I McCormick 19H-106 CITY OF SANTA ANA 19H-107 Nabil's FORMS A- Ground Water Production: A I. Wells Pumped to Res.: Well Production: CF No. (Constant -100) 16 0 fa 3,326,696 20 6,047,949 21 97,928 24 2,048,192 26 5,329,344 27 12,301,565 29 0 30 12,723,584 33 0 34 11,300 36 6,757,760 39 5,493,764 Total; CF 54,138,082 AF 1,242.8 A 2- Wells Pumped to Svstem: 28 8,175,067 31 6,092,008 32 0 35 9,650,250 37 4,252,437 38 118,490 40 0 41 10,205,148 Total; CF 38,493,400 AF 883.7 ..................................... ..................................... A3F:Totali Grnund.Fidd udtiuii;�i:�>ii:�; Station Production: CF Discharge: (Constanh100) West 18,957,695 John G. 18,271,820 Crooke 12,127,300 Cambridge 333,529 East 5,346,280 South 18,970 Walnut 0 Total: CF 55,_055,594 AF 1,263.9 B 2- By -Passed from System: West 0 John G. 0 Crooke 0 Cambridge 361,291 East 0 South 53,847 Walnut 0 Total: CF 415,138 AF 9.5 8 3 -Station Net Production: West 18,957,695 John G. 18,271,820 Crooke 12,127,300 Cambridge -27,762 East 5,346,280 South -34,877 Walnut 0 Total., CF 54,640,456 AF 1,254.4 MWD Production: CF AF Connect. SA 1 400 0.0 SA 2 0 0.0 SA 3 500 0.0 SA 4 0 0.0 SA 5 0 0.0 SA 6 2,410,100 55.3 SA 7 2,402,400 _ 55.2 u- t roU. or the montti: CF AF % �3=Tntal:Water:Frddud€onii:: :::: .... i : : ....:....: ......i ....:: i:::37y44:d)S82 i;l:: Z;?37:0 2i ......... .. �t2co.'udija:f`:�9�:ff6"✓Q 709,792,729 16,296 .......... 125 <:>Sa: ?tMINQii2t iir2i 4;813;40Dtr::'FdU`5 3,320 ::::^;4;9'4:?In E- Prod. Of the Fiscal Year. Fiscal Year Elapsed Days: CF E 1 -Total F.Y. Production: 215 AF % Total: 854,389,329 19,616.0 1Total: Ground -CUP Ground: 709,792,729 16,296 .......... 125 <:>Sa: E- Prod. Of the Fiscal Year. Fiscal Year Elapsed Days: CF E 1 -Total F.Y. Production: 215 AF % Total: 854,389,329 19,616.0 1Total: Ground -CUP Ground: 709,792,729 16,296 83.08% MWD: 144,596,600 3,320 16.92% t z- t.y. cur uremt uue: Credit Due: I 0.0 AF % E 3 -Total F.Y. Production with CUP: E4- Peak Production Time Day Production Pk Day: CF 7/25/2016 5,026,468 Pk Flw CFS 20:12 6/20/2016 87.7 F- Production Reduction Compared to 2013 Calendar Month: AF % 2013 1 2,748.31 18.6% Page l 19H-108 19,616.0 1Total: Ground -CUP 16,296.0 83.08% MWD+CUP 3,320.0 16.92% E4- Peak Production Time Day Production Pk Day: CF 7/25/2016 5,026,468 Pk Flw CFS 20:12 6/20/2016 87.7 F- Production Reduction Compared to 2013 Calendar Month: AF % 2013 1 2,748.31 18.6% Page l 19H-108 APPENDIX G: TURBINE COST ESTIMATES APPENDIX G TURBINE COST ESTIMATES G-1 Newcomb I Anderson I McCormick 19H-109 CITY OF SANTA ANA 19H-110 City of Santa Ana Hydro Turbine Generators Project Cost Estimate SA -1 Replace Turbine Generator with a New Unit Equipment Description Canyon Hydra Saar In Line Turbine 8.0 CFS, 90-120 psi, 183 kW max Includes Soar ILT 12-33-9.0 Variable Flow Hydra Turbine, 1800 rpm, adjustable wicket gates; US Motors Vertical Shaft 250 hp, 480 VAC Induction Generator; 121nch Electrically Actuated Turbine Inlet Valve; HPU to support wicket gate actuation with accumulator sized to close wicket gates in power failure; Switchgear and Control Panels with protective relays to utility grid standards Commisioning Parts, Startup, Site Testing Mechanical/Electrical Building Modifications Construction, EPC Contractor Demolition of Existing Plant (Offsetting with Salvage Value) Salvage Value of Existing In line Turbine Shipping - In Line Turbine Development Costs - Permitting, Interconnection, SCE Balance of Plant Contingency Subtotal Materials +Labor Sales Tax on Materials Contractor Construction Management Contractor C&P Contingency on Construction Contract Design Engineering City Project Management City Construction Support ProjectTotal SA -1 Incentive from SGIP or Average Load Incentive Net Project Cost References 1. Canyon Hydro Proposal 17 Aug 2018 2. NAM Santa Ana Hydro Turbine Cost Extended Bare Bare Labor Bare Material Material Cost Cost per Unit Qty Cost Per Unit($) ($) ($) 1 $ 261,000 $ 261,000 $ - Extended Bare Labor Costs ($) Reference $ 1 0 $ $ $ - 1 $ - $ 10,000 $ 10,000 0 $ $ $ - 1 $ 10,000 $ 10,000 $ 10,000 $ 10,000 1 $ - $ - $ 100,000 $ 100,000 1 $ $ $ $ 1 $ $ $ $ 1 $ 5,000 $ 5,000 $ - 1 $ - $ 1 $ - $ 5,000 $ 5,000 1 $ $ 1 $ 25,000 $ 25,000 $ $ 301,000 $ 125,000 $ 426,000 9.25% $ 27,843 5% $ 21,300 15% $ 63,900 20% $ 85,200 9% $ 38,340 7% $ 29,820 6% $ 25,560 $ 717,963 $ 0.60 /Watt $ 600 /kW 132 kW $ 79,200 $ 638,763 2 2 2 2 2 Copyright (c) Newcomb I Anderson I McCormick 2017. All rights reserved19 H -111 11/29/2018 City of Santa Ana Hydro Turbine Generators Project Cost Estimate SA -3 Install New Turbine Generator in a New Vault Equipment Description Canyon Hydro Soar In Line Turbine 8.0 CFS, 90-120 psi, 183 kW max Includes Soar ILT 12-33-9.0 Variable Flow Hydro Turbine, 1800 rpm, adjustable wicket gates; US Motors Vertical Shaft 250 hp, 480 VAC Induction Generator; 12 inch Electrically Actuated Turbine Inlet Valve; HPU to support wicket gate actuation with accumulator sized to close wicket gates In power failure; Switchgear and Control Panels with protective relays to utility grid standards Commisioning Parts, Startup, Site Testing Vault -Excavation, concrete, backfill, lid, sidewalk, landscaping 10'x 30' at $350/sf Mechanical/Electrical Building Modifications Construction, EPC Contractor Demolition of Existing Plant (Offsetting with Salvage Value) Salvage Value of Existing In Une Turbine Shipping - In Line Turbine Development Costs - Permitting, Interconnection, SCE Balance of Plant Contingency Subtotal Materials + Labor Sales Tax on Materials Contractor Construction Management Contractor 0&P Contingency on Construction Contract Design Engineering City Project Management City Construction Support Project Total References 1. Canyon Hydro Proposal 17 Aug 2018 2. NAM Extended Bare Bare labor Bare Material Material Cost Costper Unit Qty Cost Per Unit ($) ($) ($) 1 $ 261,000 $ 261,000 $ - Extended Bare Labor Costs ($) Reference $ 1 0 $ $ $ - 1 $ - $ 10,000 $ 10,000 1 $ 15,000 $ 15,000 $ 20,000 $ 20,000 0 $ $ $ 0 $ $ $ 1 $ 10,000 $ 10,000 $ 10,000 $ 10,000 1 $ - $ - $ 100,000 $ 100,000 1 $ $ $ $ 1 $ $ $ $ 1 $ 51000 $ 5,000 $ - 1 $ $ 1 $ 35,000 $ 35,000 $ 5,000 $ 5,000 1 $ $ - 1 $ 25,000 $ 25,000 $ $ 351,000 $ 145,000 19H-112 $ 496,000 9.25% $ 32,468 5% $ 24,800 15% $ 74,400 20% $ 99,200 9% $ 44,640 7% $ 34,720 6% $ 29,760 $ 835,988 1 1 2 2 City of Santa Ana Hydro Turbine Generators Project Cost Estimate SA -6 Install New Turbine Generator in a New Vault Equipment Description Gilkes 300 G100 Francis Turbine Assembly Includes 300 G300 Francis Reaction Turbine, Case, Runner, Bearing Housing, Guide Vanes and Linkages, Inlet Spool Pipe, Outlet Bend and Draft, Tube, Shims, Main Inlet Valve, Induction Generator, Controls & Switchgear Package, Hydraulic Power Unit. Commisioning Parts, Startup, Site Testing Vault - Excavation, concrete, backfill, lid, sidewalk, landscaping 10'x 10' at $350/sf Mechanical/Electrical Building Modifications Construction, EPC Contractor Demolition of Existing Plant (Offsetting with Salvage Value) Salvage Value of Existing In Line Turbine Shipping - In Line Turbine Development Costs - Permitting, Interconnection, SCE Balance of Plant Contingency Subtotal Materials + Labor Sales Tax on Materials Contractor Construction Management Contractor O&P Contingency on Construction Contract Design Engineering City Project Management City Construction Support Project Total References 1. Canyon Hydro Proposal 17 Aug 2018 2. NAM Extended Bare Bare Labor Extended Bare Material Material Cast Cast per Unit Bare Labor Oty Cost Per Unit ($) ($) ISI Casts ($j Reference 1 $ 398,919 $ 398,919 $ - $ - 1 0 $ $ $ - 1 $ - $ 10,000 $ 10,000 1 $ 15,000 $ 15,000 $ 20,000 $ 20,000 0 $ $ $ 0 $ $ - $ 1 $ 10,000 $ 10,000 $ 10,000 $ 10,000 1 $ - $ - $ 100,000 $ 100,000 1 $ $ $ $ 1 $ $ $ $ 1 $ 5,000 $ 5,000 $ - 1 $ $ 1 $ 35,000 $ 35,000 $ 5,000 $ 5,000 1 $ $ 1 $ 25,000 $ 25,000 $ $ 488,919 $ 145,000 19H-113 $ 633,919 9.25% $ 45,225 5% $ 31,696 15% $ 95,088 20% $ 126,784 9% $ 57,053 7% $ 44,374 6% $ 38,035 Fs --l-,072,1741 1 1 2 2 2 2 2 2 APPENDIX H: SOLAR MODEL PARAMETERS APPENDIX H SOLAR MODEL PARAMETERS H-1 Newcomb I Anderson I McCormick 191-1-114 CITY OF SANTA ANA 19H-115 Solar Model Parameters The sheet contains the parameters used in the financial model. All cells (grey) must be completed. Ownership PPA O&M ProJect Deialls Date 2019 11/30/2018 Auto populates Client City of Santa Ana Linked to OnePager footer Project Name Water Tanks Linked to OnePager Title Project Number 2669 As percentage of upfront costs General Notes 0 Range 0 to 25, 0 represents upfront lump cost. Applies to PPA cash flow. Costs- and Term ons ruc ion, a u, os Calc Method Metric ($/W) Notes PM, Contingency - Ownership 8.00% As percentage of upfront costs Cash Purchase Term (Years) 25 PM, Contingency - PPA 5.00% As percentage of upfront costs PM, Contingency -Term 0 Range 0 to 25, 0 represents upfront lump cost. Applies to PPA cash flow. PPA Term (Years) 25 Typically 20 or 25 years O&M Cost - Escalator (%/yr) 3.0% O&M Cost - Term 25 Range 0 to 25, 0 represents upfront lump cost. Applies to non -PPA cash flow. Simple Loan Term (Years) 25 (previously known as bond term) Assumptions. # of Projects 1 Total number of projects being considered Rating Code 3 From 1 to 3, default to 3 NPV Discount Rate 3.00% Start Month 1 Month of operation/installation Start Year 2019 Basic Interest Rate 4.50% Range 4.5% to 6.5% Utility Rebate 1 Term (Years) 5 19H-116 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AWARD A PURCHASE ORDER TO ULTIMATE POOL REMODELING, INC. FOR SWIMMING POOL RESURFACING AND REPAIR AT MEMORIAL PARK, SALGADO PARK, AND SANTA ANITA PARK POOLS ($365,998.24) (SPECIFICATION NO. 19-002) (STRATEGIC PLAN NO. 5,4) ew_� CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Reject the bid from Naka Engineering & Construction, Inc. as nonresponsive. Vendor did not meet mandatory state prevailing wage requirements for sub -contractor registration. 2. Award a one-time purchase and payment of purchase order to Ultimate Pool Remodeling, Inc. for swimming pool resurfacing and repairs at the Memorial Pool, Salgado Pool and Santa Anita Pool in an amount not to exceed $365,998.24, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment to recognize prior year fund balances and appropriate $78,846 into the Residential Development District 1 Fund and $50,357 into the Residential Development District 3 Fund. DISCUSSION The Parks, Recreation and Community Services Agency, General Maintenance Division is responsible for maintaining the aquatic centers and water features within the City of Santa Ana's parks system. Due to the heavy use of the aquatic facilities, especially the five public pools, the facilities are in constant need of repair and maintenance. Pool resurfacing is recommended every 3-7 years to prevent injury and stop leakage. Staff evaluated the condition of the pool surfaces and recommended that Memorial, Salgado, and Santa Anita pools be resurfaced. In addition to resurfacing, the total also includes replacing the hand wheel at the Memorial Pool, pool deck and handrail at Salgado Pool and replacing existing pool lights for all three pools. The notice inviting bids for resurfacing and repair of the pools was advertised on January 14, 2019, on the City's online bid management and publication system. A mandatory pre-bid job walk was conducted at all three pool locations. A summary of the bid invitations and bids received is as follows: 20A-1 Purchase Order Award for Swimming Pool Resurfacing and Repair March 5, 2019 Page 2 322_ Vendors were notified 3 Santa Ana vendors were notified 17 Vendors downloaded the bid packet 3 Bids received 0 Bid received from a Santa Ana vendor The bids were opened on February 07, 2019, and evaluated (Exhibit 1). The bid received from Ultimate Pool Remodeling, Inc. is responsive to the specifications and meet the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal # 5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT An appropriation adjustment to recognize prior year fund balances and appropriations to the respective accounts and fiscal year is shown below: RESOURCE: FY 18/19 District 1 A&D — Prior Year Carry Forward #31113002-50001 $ 78,846 District 3 A&D — Prior Year Carry Forward #31313002-50001 $ 50,357 EXPENDITURE: FY 18/19 Residential Development District 1 #31113260-66220 $ 78,846 Residential Development District 3 #31313260-66220 $ 50,357 Funds are available for the contract award in FY 2018-19 accounts as follows: SALGADO POOL Accounting Unit Amount Residential Develop District 1 account (311113260 66220) $158,845.83 MEMORIAL POOL Accounting Unit Amount Residential Develop District 3 account (31313260 66220) $150,356.58 SANTA ANITA POOL Accounting Unit Amount Residential Develop District 4 account (31413260 66220) $ 56 795.83 Total $ 365,998.24 20A-2 Purchase Order Award for Swimming Pool Resurfacing and Repair March 5, 2019 Page 3 c Lisa Rudloff" " 14or-- Executive Director Parks, Recreation, and Community Services Agency Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 20A-3 20A-4 ABSTRACT OF BIDS SWIMMING POOL RESURFACING AND REPAIR (19-002) Vendor Ultimate Pool Remodeling, Inc California Commercial Pools, Inc. Non -Responsive: Naka Engineering & Const. Inc. Location Riverside, CA Glendora, CA Laguna Hills, CA EXHIBIT 1 20A-5 Amount $365,998.24 $767,615.75 20A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE APPROPRIATION ADJUSTMENT [I As Recommended AND AUTHORIZE REIMBURSEMENT EI E] E]OOrrdinance on 15' Reading AGREEMENT WITH CHICK-FIL-A FOR ❑ Ordinance on 25d Reading COSTS RELATED TO SEVENTEENTH ❑ Implementing Resolution AND TUSTIN ANNEXATION ❑ Set Public Hearing For {STRATEGIC PLAN NO. 3,3C) CONTINUED TO FILE NUMBER CITY MANAGER 1. Authorize the City Manager and the Clerk of the Council to execute a Reimbursement Agreement with Chick-fil-A, Inc. for the payment of fees and costs related to annexation processing for the Seventeenth and Tustin Annexation, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an Appropriation Adjustment recognizing Fiscal Year 2018-19 Chick-fil-A $50,000 reimbursement deposit to Planning and Building Agency's Special Revenue Fund, Planning Consultant Services Fees Revenue Account and appropriating the same amount to Planning and Building Agency Contract Services, Planning Consultant Services Fees Expenditure Account. DISCUSSION In June 2018, the City Council directed staff to initiate the process to annex a 24.78 -acre County of Orange (County) island located at the northeast corner.of Seventeenth Street and Tustin Avenue. This process requires an application through the Orange County Local Agency Formation Commission (LAFCO). Planning and Building Agency staff have commenced preliminary work required for the application process including drafting documents to predesignate land use and prezone properties within the proposed annexation area that will be required by LAFCO. Approximately two years ago, the County received a proposal to construct two new restaurants on 3.3 acres of vacant land within the area to be annexed. Since that time, the representatives for those restaurants, In -N -Out and Chick-fil-A, have been working with County staff on the project entitlements. Chick-fil-A has now filed the necessary applications with the County of Orange to develop a portion of the 3.3 -acre vacant commercial site. Due to the projects location on the county island, there has been an inability for the project to obtain City services and the project has not moved forward. Annexing the Seventeenth Street and Tustin Avenue island would enable the development process to move forward by allowing the City to provide public services to the area. 20B-1 Chick-fil-A Reimbursement Agreement 17th and Tustin Annexation March 5, 2019 Page 2 To ensure that adequate resources are provided for City staff to move forward with the application to LAFCO for the annexation, Chick-fil-A, through the reimbursement agreement (Exhibit 1), will provide up to $150,000 to the City to cover costs related to the annexation. These costs include Community Development Agency, Planning and Building, Public Works, and City Attorney staff time, consultant services fees, and Board of Equalization fees. Per the terms of this Agreement, Chick-fil-A will make an initial deposit with the City in the amount of Fifty Thousand Dollars ($50,000) to provide initial funding for the services that have been provided by the City in connection with the annexation. The City will request additional deposits as needed to cover costs. Approval of this agreement will provide private funding to supplement public funds for costs related to the annexation of 24.78 -acre County of Orange island located at the northeast corner of Seventeenth Street and Tustin Avenue. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #3, (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), Strategy C (Explore opportunities to encourage a business friendly environment within the city through the reduction of non-essential regulatory requirements, improved coordination between agencies for development review and addition of monetary incentives). FISCAL IMPACT Approval of the recommended Appropriation Adjustment will recognize the receipt of the $50,000 payment from Chick-fil-A, into the Planning and Building Agency's Special Revenue Fund, Planning Consultant Services Fees Revenue account (no. 05316002-53630) and appropriate the same into the Contract Services, Planning Consultant Services Fees account (no. 05316021-62311). Any additional reimbursements/payments from the developer will be deposited and expended from the same accounts. Steven A. Mendoza Executive Director Community Development Agency Minh�ai ` Executive Director Planning and Building Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kat Downs, PA 0 C Executive Director Finance and Management Services Agency 20B-2 Chick-fil-A Reimbursement Agreement 17th and Tustin Annexation March 5, 2019 Page 3 Exhibits: 1. Agreement r�- EXHIBIT 1 REIMBURSEMENT AND INDEMNIFICATION AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CHICK-FIL-A, INC., A GEORGIA CORPORATION, FOR THE PAYMENT OF FEES AND COSTS RELATED TO ANNEXATION PROCESSING FOR THE 17th AND TUSTIN ANNEXATION This Agreement ("Agreement") is entered into as of January 15, 2019, by and between the CITY OF SANTA ANA, a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California ("City"), and Chick- fil-A, Inc., a Georgia corporation ("Developer"), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: A. The Developer has filed the necessary applications with the County of Orange to develop a portion of the 3.3 acre vacant commercial site at the northeast corner of Tustin Avenue and 17th Street within County unincorporated Island No. 25 ("Property") comprised of APN #s•396 A303 01 to !.'28, 39 '304 0Nto: 1,.1:; 396-3A2 `01 to 08;x=121 96 313 01 to .03,x06 to -11, aril=396 31401to -06 B. Developer is seeking entitlements to certain real property consisting of a portion of a 3.3 acre vacant parcel on which an In -N -Out Burger restaurant and a Chick- fil-A restaurant will be developed with remaining vacant land for future potential tenant use for a to -be -determined commercial development (the "Project"). C. The City of Santa Ana has the opportunity to annex the entire county island given that the island is within the City of Santa Ana's sphere of influence. D... The City, Developer and LAFCO have been working on the annexation of this site into the Santa Ana City limits (the "Annexation"). E. City believes it is in the public interest for Developer to pay for some portion of the Services described in Section 2 below, and City also acknowledges and agrees that given the financial benefit to City of the Developer's commercial improvements to the Property, City will also share in some portion of the cost for such Services, based on the Cost Cap for Developer, as defined below. F. Developer desires to move forward with the processing of its Project subject to the reimbursement obligations set forth herein. 2. Agreement to Pay for Services. Developer agrees to pay for professional costs and expenses related to the various services that are necessary or appropriate, in the City's sole determination, to effectuate the Annexation, and that are performed by City employees or contractors, but subject to the Cost Cap as provided for in Section 41 of this Agreement (the "Services"), 8661962803 20B-5 EXHIBIT 1 even though the actual amounts may be different than the estimated amount of costs for the Services provided by the City Manager's Office, City Attorney's Office, Planning and Building Agency and Public Works Agency. The City agrees to provide such Services to effectuate the Annexation for the Project. 3. Community Development Agency City Attorney's Office Planning and Building Agency, Public Works Agency State Board of Equalization and other Sources. A. For the purpose of leading the Annexation, the-C-ommunity°'Development by --will be taking the lead at an hourly rate of One Hundred Forty Two Dollars and Thirty Cents ($142.30) for the services of the Executive Director. B. For the purpose of providing the necessary legal oversight for the Project, the City Attorneys ce_,will be providing services at an hourly rate of One Hundred Twenty Three Dollars ($123.00). C. For the purpose.of.conducting .the environmental analysis and pre -zoning, the Planning and B`uilding'-"Ajency:wilr-be providing services at the hourly rate of One Hundred Nine Dollars and Sixty-six Cents ($109.66) for the services of the Senior Planner and One Hundred Fifteen Dollars and Forty-one Cents ($115.41) for the services of the Principal Planner. D. For the purpose of providing engineering and technical utility related services, the�P--u_blic;:Wvrks--.Agi§hcpwill be providing services at the hourly rate of Two Hundred Thirty Eight Dollars ($238.00). E. The hourly rates listed above are subject to change on not less than sixty (60) days' advance notice depending on the specific employees involved and the current reimbursement calculation for said employees at the time of providing services. F. Community Development Agency, City Attorney's Office, Planning and Building Agency and Public Works Agency will provide Services in connection with this Project, on an hourly basis. The City may also utilize additionalrexternal�carisultants,� including, but not limited to, attorneys and engineers, as necessary to complete such review as may be necessary and appropriate for the City to complete the Annexation. Said consultants will be billed at their agreed upon rates with the City, such rates to be provided to Developer in advance of any Services being provided. G. Subject to the Cost Cap, Developer will be responsible for reimbursing the City for costs incurred for any work provided by theState Boardnof E'q(alization for the implementation of the Annexation. H. Subject to the Cost Cap, Developer shall also be responsible for reimbursing the City for any other costs incurred for any work provided from any other sources for the implementation of the Annexation; provided further that any such additional work shall be subject to the Developer's priorwritten approval, in its reasonable discretion, and in the event that such approval is not given, then the additional costs so 3851982803 2 20B-6 EXHIBIT 1 incurred shall not be subject to reimbursement, regardless of whether the Cost Cap has been met or not. I Developer_.has-deposited-,with..City.the,.amount of -Fifty- Thousand_ Dollars 5D,00000}(the "Initial Deposit") to provide initial funding for the Services to be provided by`th'FbMty"Manager's Office, City Attorney's Office, Planning and Building Agency and Public Works Agency. This amount shall be applied to Services received from the aforementioned. City Agencies. J. City shall provide Developer with a monthly statement of draws against the Initial Deposit described in Section 3.G. above, accompanied by invoices, time records, or other reasonable back-up therefor. K. It is understood and agreed that the City has begun work on the Project prior to execution and delivery of this Agreement. The fees, if any, incurred by the City in connection with the Project prior to such execution and delivery will be subject to reimbursement pursuant to this Agreement upon execution and delivery of this Agreement by all parties and the Initial Deposit of funds made by Developer pursuant to Section 3.G. 4. Deposit. A. At any time that City determines in good faith that the sums then held in any deposits made pursuant to Section 3.G. above are inadequate to pay for the projected Services to be paid from such deposit over the succeeding two (2) month period (and subject to the Cost Cap), Developer shall replenish the relevant deposit with the amount requested by City in writing, which additional deposit amount for each such request shall not exceed Twenty -Five Thousand Dollars ($25,000) or such lesser amount as would cause the total of all deposits made by Developer to exceed the Cost Cap, within ten (10) business days of such written request. B. Should any deposit not be replenished in the time and amount specified as set forth in Section 4.A., the City may direct that all Services to be paid from the deposit applicable to such Services be halted until such time as such applicable deposit is replenished. C. All deposits, including the Initial Deposit, will be placed in a non-interest bearing trust account. Developer understands and agrees that City will not pay interest to Developer on the deposits, and Developer will not seek interest payments from City. D. No later than forty (40) days after the earliest to occur of: (1) final action is taken by City on the Project approving the Annexation, (2) Developer notifies the City in writing of its withdrawal of the Project applications, or (3) the Project is otherwise abandoned, City will provide Developer with a final accounting of costs and expenses for the Services provided, accompanied by invoices, time records or other reasonable back- up therefor, subject to Developer's right to review and reasonably approve or disapprove of same. If Developer disapproves any fee or cost, such disapproval shall not be automatically binding on the City, unless such cost or expense from City is manifestly 3651862803 3 20B-7 EXHIBIT 1 unreasonable, in which case the disapproval by Developer would be binding on the City. In any event, the parties shall continue to work in good faith to resolve any disputes. Should the total reimbursement amount required for any Services be less than the total amount deposited by Developer with respect to such Services, City will refund any remaining deposit amount relating to such Services to Developer within forty-five (45) days after determining the final reimbursement amount for such Services. E. In the event Developer fails or refuses to make any of the deposits required herein, Developer shall be liable to City for the amount of all fees charged to the City for Services actually provided in accordance with this Agreement which exceed the amount of the deposit paid by Developer for such Services, and City shall have the right to pursue a breach of contract action, or any other pertinent legal action available to the City, against the Developer. Further, the prevailing party in any dispute and/or litigation necessary to enforce or interpret this Agreement shall be entitled to seek and collect its costs and reasonable attorney's fees from the other party. F. Notwithstanding anything contained in this Agreement to the contrary, the total cost of the Services as to which the Developer shall have any responsibility, including the other costs described in Section 5 below, will not exceed $150,000.00 (the "Cost Cap"). If the total costs exceed the Cost Cap, the City agrees to pay any and all amounts in excess of the Cost Cap and Developer shall have no liability or responsibility whatsoever for any such excess costs. 5. Other Costs. Developer acknowledges that the cost of the Services does not include all application, permitting, inspection, or other fees which may be charged by City in connection with the Project. To the extent the fees ordinarily charged by City for projects similar. to .the Project relate to costs that are not reimbursed under this Agreement, such fees shall be separately paid in accordance with the relevant City fee schedule. 6. No Guarantee of Approval. Developer acknowledges that its payments and deposits described herein do not mean that the City will approve the Project nor that City staff will make a recommendation in favor of the Project. Even if the Project is not approved, Developer shall remain liable, subject to the Cost Cap, for all costs for Services actually provided in accordance with this Agreement concerning the Project; provided further that City agrees its processing of the Project shall not be unreasonably withheld or delayed. 7. Independence of Consultants. A. During the Term (as defined below) of this Agreement, Developer will not directly or indirectly enter or propose to enter into any financial or business relationship with any of City's consultants that are working on the Project. B. Developer hereby acknowledges and agrees as follows: I. City has sole discretion to select which of its employees or independent contractors are assigned to work on Developer's application; 36519628x13 4 20B-8 EXHIBIT 1 ii. City has sole discretion to determine which persons City will hire as consultants to work on Developer's application. iii. As between City and Developer, City has sole discretion to direct the work and evaluate the performance of the consultants whom the City hires to work on Developer's application. City retains the right to terminate or replace at any time any consultant who is assigned to work on Developer's application. iv. City has sole discretion to determine the amount of compensation paid to consultants hired by City to work on Developer's application. V. City, not Developer, shall pay consultants hired or assigned by City to work on Developer's application from a City account under the exclusive control of City, which is to be funded by Developer as set forth in this Agreement. vi. Except for those disclosures required by law, including, without limitation, the Public Records Act, all conversations, notes, memoranda, correspondence and other forms of communication by and between the City and its consultants shall be, to the extent permissible by law, privileged and confidential and not subject to disclosure to the Developer. vii. Developer shall have no claim to, nor shall Developer assert any right in any reports, correspondence, plans, maps, drawings, news releases or any and all other documents or work product produced by the consultants. C. City and Developer hereby acknowledge and agree that processing of Developer's application is not contingent on the hiring of any specific consultant. D. City and Developer hereby acknowledge and agree that Developer's duty to reimburse City is not contingent upon the approval or disapproval of the proposed Project, or upon the result of any action of the City. E. Neither Developer nor its officers, employees or agents, shall communicate with any of the City's consultants, during the Term of this Agreement without prior approval of the City, unless such communication is initiated by any of the City's consultants, to obtain information about the Project which is needed to prepare any necessary environmental document to confirm compliance with CEQA (the "Environmental Document"). S. Term and Termination. Absent a formal withdrawal of the Project application(s), Developer shall not be entitled to terminate this Agreement. If Developer does formally withdraw the Project application(s), Developer shall remain liable for all costs for the Services incurred through the date of termination. The Term of this Agreement shall commence upon the execution and delivery of this Agreement by all parties hereto and shall terminate on the earliest to occur of: (a) the City taking final action on the Annexation; or (b) Developer formally withdrawing its Project applications. The provisions of Sections 6 through 25 (inclusive) shall survive termination of this Agreement except that, in the event of termination of this Agreement due to the Developer formally 36519628x13 5 20B-9 EXHIBIT 1 withdrawing its Project applications, the City agrees to reasonably work along with Developer in good faith to dismiss or settle any "Indemnified Claim," as defined in Section 10 below. Once an "Indemnified Claim" is dismissed or settled, Developer shall not be liable for any costs or expenses incurred related to said 'Indemnified Claim" after the date of such dismissal or settlement. 9. Default. A. Should Developer fail to perform any of its obligations under this Agreement, then City may, at its option, pursue any or all of the remedies available to it under this Agreement, at law or in equity. B. Without limiting any other remedy which may be available to it, if Developer fails to perform any of its obligations under this Agreement, City may cease performing its obligations under this Agreement. C. If any amounts remain owing to City for Services actually performed prior to termination of this Agreement, City may bring an action to recover all costs and expenses incurred by the City in completing such Services, together with interest thereon from the date incurred at the rate of ten percent (10%) per annum, or at the maximum legal rate, whichever is greater. D. City will not take the Project forward for consideration of discretionary actions unless and until all fees are paid, If any amounts remain owing to City pursuant to this Agreement for Services actually performed prior to termination of this Agreement, City may withhold consideration of discretionary actions; permits and/or certificates of occupancy until all such amounts are paid. E. Should City fail to perform any of its obligations under this Agreement, then Developer may, at its option, pursue any or all of the remedies available to it under this Agreement, at law or in equity. F. Without limiting any other remedy which may be available to it, if City fails to perform any of its obligations under this Agreement, Developer may cease performing its obligations under this Agreement. 10. Indemnification. Developer further agrees that to the fullest extent permitted by law, the Developer shall defend, indemnify, protect, and hold harmless, the City of Santa Ana and its constituent public agency members, officers, employees, volunteers, attorneys and agents (in the aggregate, the "City Indemnitees") from any and all liability, demand, claim, action, or proceeding, whether actual, alleged, or threatened, including by way of example but not exclusion, proceedings of an administrative or regulatory nature and proceedings that may be associated with alternative dispute resolution (an "Indemnified Claim") brought by third parties against any City Indemnities (including any advisory agency of the City), to attack, set aside, void, annul, or challenge the validity of any approvals granted for the Project, the Environmental Document concerning the 3651962803 6 20B-10 EXHIBIT 1 Project, or seeking damages which may arise from any approvals granted for the Project, the Environmental Document concerning the Project, or this Agreement, other than liabilities, demands, claims, actions or proceedings caused by the negligence or willful misconduct of the City or any City Indemnitee. In any defense of any City Indemnitees, City shall have the absolute right to unilaterally select the legal counsel for such City Indemnitees (with the intention of using one law firm to defend all City Indemnitees unless conflicts of interest preclude such joint representation), and any experts or consultants deemed necessary by City in an exercise of City's sole discretion. Developer shall reimburse City for one hundred percent (100%) of the City's actual fees and costs in connection with the Litigation ("Fees and Costs"). Such Fees and Costs shall include, but not be limited to, all reasonable court costs and attorneys' fees, including other City staff time, consultants or experts, spent in regard to defense of an Indemnified Claim. City shall promptly render notice to the Developer of the existence of the Indemnified Claim (a "Notice") and Developer shall defend the City Indemnitees at Developer's expense. City shall cooperate fully with Developer in the defense of any Indemnified Claim. In any Notice, City shall estimate the cost of its defense, which shall include, but not be limited to, actual attorney fees, court costs, expert witnesses and consultant fees, and all other costs that may arise out of, or be incurred by City in the defense of an Indemnified Claim. Upon such Notice, Developer shall promptly deposit funds equal to the first three (3) months of the Estimated Cost with the City and shall make additional deposits as and when required to fund the further costs of defending the City Indemnitees for such Indemnified Claim. Failure of Developer to deposit such funds shall be deemed a material breach of this Agreement. City shall refund, without interest, any unused portion of the deposits once litigation is finally concluded or a dispute is resolved regarding an Indemnified Claim. Any fees or costs incurred by the Developer pursuant to this indemnification section shall not count toward the "Cost Cap" or be subject to any maximum or cap whatsoever. 11. Compliance with Law. Developer will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local laws now in force, or which may hereafter be in force, pertaining to this Agreement. 12. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or any other term of this Agreement. 13. Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party shall be in writing and will be deemed received on: (i) the day of delivery if delivered by hand, e-mail (with confirmation of receiving party) and fax (both email and fax required for notices delivered by email or fax), or overnight courier service, during regular business hours; or (ii) on the third business day following deposit, with postage prepaid, in the United States Postal Service 36519626x13 7 20B-11 EXHIBIT 1 and addressed to the contracting parties. Name, address, telephone numbers, and e-mail addresses of the Parties are as follows: City: Steven Mendoza Executive Director of Community Development, City of Santa Ana 20 Civic Center Plaza (M-25) Santa Ana, CA 92701 Telephone: (714) 647-5360 Fax: (714) 647-6549 E-mail: SMend oza &santa-ana.oro A copy to: Sonia Carvalho City Attorney, City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, CA 92701 Telephone: (714) 647-5203 Fax: (714) 647-6549 E-mail: SCarvalho(c santa-ana.org Developer: Chick-fil-A, Inc. 5200 Buffington Road Atlanta, GA 30349 Telephone: (404) 765-8000 Fax: (404) 305-4780 Attn: Real Estate Legal Dept. -FSU Division A copy to: In -N -Out Burgers 13502 Hamburger Lane Baldwin Park, CA 91706 Attention: Real Estate Department and Andy Dawson Telephone: (626) 813-8263 Fax: (626) 338-9173 For Overnight Deliveries Only: 13752 Francisquito Avenue Baldwin Park, CA 91706 Attn: Real Estate Department and Andy Dawson A copy to: Mr. John C. Hall 1367 Circle Way 3651962803 8 20B-12 EXHIBIT 1 Laguna Beach, CA 92651 Ihall(ilrickenbacker.com AND Ms. Cindalee Penney Hall 3895 Main Street, Santa Ana, CA 92707 chat I @ ri cke n backer. com Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 14. Interpretation. This Agreement is deemed to have been prepared by all of the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to the applicable rules of interpretation of contracts under the law of the State of California. 15. Business Dav. For purposes of this Agreement, "Business Day" means any day other than a Saturday, Sunday, a federal holiday, or a day on which City Hall for the City of Santa Ana is closed for the conduct of regular business. 16. Successors. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the respective parties hereto. However, this Agreement shall not be assigned by Developer in whole or in part without the prior written consent of City. 17. Governing Law. This Agreement has been made in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving or arising out of this Agreement will be in Orange County. 18. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter. 19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 3651962803 9 20B-13 EXHIBIT 1 20. Intearation. This instrument constitutes the sole agreement between City and Developer respecting the above matters, and correctly sets forth the obligations of City and Developer. Any Agreements or representations by City to Developer not expressly set forth in this instrument are void. 21. Construction. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party, whether or not that party drafted all or a portion hereof. 22. No Prior Agreements and No Oral Modifications. This Agreement represents the entire understanding of City and Developer with respect to the subject matter hereof and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be modified, only in writing signed by the authorized representatives of City and Developer. 23. No Partnership or Joint Entity. This Agreement is not intended to and does not create a partnership or any other form of single or joint entity or any sort comprised of the Parties and/or their attorneys. 24. Authority/Modification. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement on behalf of such party and to engage in the actions of such party described herein. This Agreement may be modified solely by written amendment signed by both City and Developer. City's City Manager, or designee, may execute any such amendment on behalf of City. 25. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. (SIGNATURES APPEAR ON NEXT PAGE) 3651962803 10 20B-14 EXHIBIT 1 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first hereinabove written. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA P, CARVALHO City RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager CHICK-FIL-A, INC., A GEORGIA CORPORATION Name: afhP.h hL �'JW Title: Tax ID#:sy,-oq Sgt Dated: ;k/l/11 36519620V13 20B-1 5 11 20B-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AWARD A PURCHASE ORDER TO PROFORCE MARKETING, INC. FOR GLOCK HANDGUNS ($37,165) (SPECIFICATION NO. 19-006) (STRATEGIC PLAN NO.1, 5) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve a one-time purchase and payment transaction with Proforce Marketing, Inc. for the purchase of 342 new Glock 17 handguns valued at $131,556 in exchange for 342 used handguns with a trade-in value of $94,392 and one-time payment of $37,165, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department currently offers its sworn members the choice of being issued a Glock 22 (40 caliber) pistol or a Glock 21 (45 ACP) pistol. Recently, training Division staff, as part of continual equipment evaluation, conducted research into the pistols and calibers being issued at the Police Department. As a result of the research, staff determined that technological advances in the 9mm cartridge have resulted in a pistol round that is not only more effective than the 40 caliber round, but at a reduced cost. By switching to the 9mm cartridge, and the Glock 17 9mm pistol, the Police Department can realize an approximate annual ammunition savings of $34,000. Additionally, the Police Department will receive a trade-in credit for Glock 22 handguns to offset the costs associated with the transition. By staying with the Glock handgun, the Police Department will be saving on the associated costs of holsters and magazine pouches since they are the same as what has previously been issued. The notice inviting bids was advertised on February 16, 2018 and offers were solicited for the used firearms. A summary of the bids and offers received are as follows: 77 Vendors were notified 10 Vendors downloaded the bid 0 Bids received from a Santa Ana vendor 2 Bids received 22A-1 Authorize Transaction with Proforce Marketing, Inc. March 5, 2019 Page 2 The solicitation called for qualified vendors to submit a bid for 342 new Glock Model 17 handguns as well as offer an in-store credit for 342 used handguns that are approximately five years old. The bid received from Proforce Marketing, Inc. is responsive to the specifications and meets the City's requirements. The bid pricing for the 342 new Glock handguns is $131,556, when combined with the trade-in credit value of $94,392 makes the balance due for the new Glock 17's $37,165, which offers the best value to the City. Outreach Efforts A search of local Santa Ana vendors providing Glock handguns to law enforcement was conducted and produced no results. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Goal # 1 — Community Safety, Objective # 5 (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds in the amount of $ 37,165 are available in FY 2018-19 in the Police Department Training Services account no. (01114410-63001). Da id—Vaiet' Chief of Police Santa Ana Police Department Exhibit: 1. Abstract of Bids EG APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director u.2lzzA) Finance and Management Services Agency 22A-2 ABSTRACT OF BIDS Glock Handguns (19-006) Proforce LC Action Police BIDDER Marketing, Inc. Supply Location Prescott, AZ San Jose, CA 342 Glock Model 17 Handguns Total $131,557 $131,557 Trade -In Value of 342 Glock Model 22 Handguns ($94,392) ($77,080) TOTAL BID AMOUNT: $37,165 $54,477 EXHIBIT 1 22A-3 22A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AWARD PURCHASE ORDER TO GOLDEN STATE AUDIO VIDEO, INC. FOR TECHNOLOGY UPGRADES TO POLICE COMMAND POST VEHICLE ($37,100) (SPECIFICATION NO. 19-003) (STRATEGIC PLAN NO. 1, 1J) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Golden State Audio Video, Inc. for technology upgrades to the Santa Ana Police Department's Mobile Command Post vehicle in the amount of $37,100, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The United States Department of Homeland Security, Office of Grants and Training has developed the Urban Areas Security Initiative (UASI) funding program. This initiative was designed to enhance the domestic preparedness of urban areas by ensuring that all emergency first responders have adequate and appropriate equipment and training to prevent, respond to, and recover from acts of terrorism. Santa Ana has been designated as an Urban Area Core City since 2003. As such, for certain grant years, Santa Ana is responsible for purchasing equipment and providing training to the other 34 jurisdictions in Orange County. In 2006, the Anaheim/Santa Ana Urban Area procured five Mobile Command Posts (MCP's) which would be hosted by the five largest municipalities in Orange County (Anaheim, Cypress, Huntington Beach, Irvine, and Santa Ana). A gap was identified in response capabilities and the ability of public safety agencies to mobilize and deploy incident management staff to large scale planned or unplanned events within the region. In 2014, the existing technology (i.e. fax machine/printer, video displays, etc.) was out of date, and some of it no longer performed as intended, or was no longer serviceable. Golden State Audio/Video was selected to perform upgrades to sustain and in some instances, enhance the capabilities of the MCP when managing critical incidents. Technology such as communications (phones/satellite/wireless access points, etc.) play a vital role in the mission of incident management. This mission in a mobile environment is even more challenging due to the lack of 2213-1 Award Purchase Order for Technology Upgrades to the SAPID Mobile Command Post Vehicle March 5, 2019 Page 2 hardened infrastructure support, permanent staff, and other resources available in a fixed location (i.e. Police Administration Building). Today, the MCP faces similar challenges in that some of the technology that allows critical functions is no longer running, or sustainable. Communications equipment needs to be replaced, as well as computers that run important incident management or situational awareness software. The command vehicle's model year is 2005 and has an expected remaining useful life of a minimum of ten years. The integrity of the vehicle structure itself is still in very good condition. The City desires to hire Golden State Audio Video, Inc. to once again, perform needed technology upgrades to the MCP. As stated, Golden State Audio Video, Inc. performed the original upgrade project in 2014, and was required to learn the architecture and manufacturer's design of the vehicle in order to complete their work. After much research, there were no vendors specializing in the installation of customized technology solutions within the recreational vehicle framework. Selecting a different vendor at this juncture would require they also learn detailed architecture which would increase the timeline of the project. Additionally, the current vendor will be integrating new technology with their previous work, and have the necessary skillsets to complete this seamlessly. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts 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 J (Partner with downtown business and merchant associations to enhance security measures and provide a safe environment (e.g. video surveillance, additional security and police efforts, etc.). FISCAL IMPACT Funds in the amount of $37,100 are available in FY 2018-19 in the Police Department's Field Operations account (no. 01114420- 66400). nm Chief of Police Santa Ana Police Department EG/OL APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE CONTRACT AMENDMENTS WITH AMTECH ELEVATOR SERVICES AND EXCELSIOR ELEVATOR FOR ELEVATOR MAINTENANCE AND REPAIR ($124,500) (SPECIFICATION NO. 13-070) {STRATEGIC PLAN NO. 6, 1C} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to amend the contracts with Amtech Elevator Services and Excelsior Elevator for elevator maintenance and repair services, extending the term through January 31, 2020, and extending the combined contract amount not to exceed $124,500, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 21, 2014, Council awarded an elevator maintenance and repair services contract to the lowest bid contractor, Excelsior Elevator for a three- year period with two one-year renewals. The service contract with Excelsior Elevator included regular lubrications, adjustment and replacement of all major and minor parts, prompt and efficient repairs of elevator trouble, as well as the rewind of burned motors and replacement of electric coils. The annual contract amount is $63,500, with term of the original contract set to expire January 31, 2019. A year into the City's contract with Excelsior Elevator, the Police Administrative and Holding Facilities experienced mechanical failures and excessive down time with their elevators. With the inconvenience, impact to PD Holding operations, and the lack of performance in meeting the terms of the contract, Police brought in an independent consultant to assess the conditions of their elevators. The findings disclosed various deficiencies due to failure to satisfactorily maintain the elevators. Both the City and Excelsior terminated the agreement in servicing Police facilities' elevators. On May 19, 2015, Council awarded Amtech Elevator Services with the maintenance and repair services agreement for the Police facilities. This contract is set to expire May 30, 2019, and has an annual not to exceed amount of $61,000. In the Fall of 2018, with the approaching termination of the Excelsior agreement, staff began a scope of work for a Request for Proposal (RFP) process to secure a new contract for elevator maintenance and repair services for City facilities. The Police Department has requested to be reinserted in the new RFP, although their contract with Amtech is effective through May 2019. In 22C-1 Contract Amendment for Elevator Maintenance and Repair March 5, 2019 Page 2 order to incorporate Police facilities with other City facilities, and due to the Facilities & Fleet Maintenance Manager position being vacant, staff requests a one-year extension of the Excelsior Elevator agreement, and an eight-month extension of the agreement with Amtech Elevator Services. The extensions would allow for continued services of all City elevators, make both agreements co -terminus, and allow the necessary time to develop a more comprehensive RFP that results in the selection of an acceptable service provider for all elevators citywide. 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 Invest Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Amtech Elevator Contract Extension $61,000 Funds in the amount of $5,083 are available in FY 2018-19 (June 2019) and $55,917 will be included in proposed budget for FY 2019-2020 (July 2019 — January 2020) in the Police Department Building & Facility Contract Services account (no. 01114403-62300). Excelsior Elevator Contract Extension $63,500 Funds in the amount $26,458 are available in FY 2018-19 (Feb. — June 2019) and $37,042 will be in proposed budget for FY 2019-2020 (July 2019 — January 2020) in the Finance and Management Services Building Maintenance account (no. 07310100-62300). r alentin Chief of Police Santa Ana Police Department EG/SS APPROVED AS TO FUNDS AND ACCOUNTS: Kat ryn Dow s, CPA W 1AzuD Executive Director Finance and Management Services Agency 220-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AWARD PURCHASE ORDERS FOR CONFINED SPACE AND RESCUE EQUIPMENT ($274,000) (SPECIFICATION NO. 18-097) (STRATEGIC PLAN NO. 6,2) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase orders for confined space and rescue equipment and equipment inspection services for a total aggregate amount not to exceed $274,000, subject to non -substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Alistair Fire Equipment Arcadia L.N. Curtis and Sons Oakland National Safety Services Inc. Huntington Beach DISCUSSION The Public Works Agency, Water Resources Division, operates and maintains various pump, reservoir, and valve assets which are located in spaces that are defined as confined space. In accordance with Occupational Safety and Health Administration, entry into confined spaces requires staff to be specifically trained and equipped with appropriate safety gear. The proposed equipment purchase is necessary for staff to continue to perform day-to-day water and sewer system maintenance and inspection activities in a safe and regulatory -compliant manner. All items will be serialized and annual equipment inspections will be conducted to ensure compliance with safety provisions and standards. The Notice Inviting Bids was advertised on November 28, 2018, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 495 Vendors were notified 8 Santa Ana vendors were notified 10 Vendors downloaded the bid packet 3 Bids received 0 Bids received from Santa Ana vendors 22D-1 Award Purchase Orders for Confined Space Vehicle Rescue Equipment March 5, 2019 Page 2 Bids were opened on December 19, 2018, and evaluated (Exhibit 1). The bids received from the recommended vendors are responsive to the specifications and meet the City's requirements. Over 100 different line items, such as self-contained breathing apparatus packs, helmets and headlamps, intrinsically safe blowers, rope rescue hardware, davit hoist systems, radios, and multigas detectors, were categorized into ten sections and put out to bid. To optimize savings and stay within the authorized budget, each vendor will be issued a purchase order for the categories in which they are the lowest bidder. STRATEGIC PLAN ALIGNMENT Approval of this item supports the 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 in the amount of $274,000 are available for expenditure in FY 2018-19 Water Utility Production and Supply account (No. 06017640-66400). All items will be purchased and encumbered in FY 2018-19. FSS/SM I Exhibit: 1. Abstract of Bid 22D-2 *bo 41 APPROVED AS TO FUNDS AND ACCOUNTS: Fuad Sweiss, PE, PLS Executi a Director Public orks Agency Kathryn Downs, CPA Executive Director Finance and Management Services Agency FSS/SM I Exhibit: 1. Abstract of Bid 22D-2 *bo 41 ABSTRACT OF BIDS CONFINED SPACE VEHICLE RESCUE EQUIPMENT (18-097) AIIStar Fire Equipment L.N. Curtis and Sons National Safety Services Inc. Arcadia, CA Oakland, CA Huntington Beach, CA CATEGORY I: SCBA CATEGORY 2: SKA-PAILS AND MISC EQUIPMENT CATEGORY 3: MEDICAL EQUIPMENT CATEGORY 4: HELMETS & LIGHTS CATEGORY 5: VENTILATION CATEGORY 6: CMC RESCUE HARDWARE CATEGORY 7: FALL PROTECTION CATEGORY 8: RADIOS CATEGORY 9A: ATMOSPHERIC MONITORS CATEGORY 98: ATMOSPHERIC MONITORS CATEGORY 10: 5 -YEAR INSPECTION FOR EQUIPMENT VENDORTOTAL AGGREGATETOTAL $26,645.40 no bid $25,680.00 $48,028.20 no bid $73,667.00 no bid no bid $843.16 $1,810.80 $1,306.80 $2,421.60 no bid $2,235.00 $3,600.00 $346,499.00 $43,852.06 $51,135.85 no bid $14,498.30 $15,259.00 no bid no bid $9,175.00 no bid $20,648.80 $34,080.20 no bid no bid $12,129.60 no bid no bid $95,000.00 $48,028.20 $82,540.96 $142,827.76 $273,396.92 The items highlighted in bold are the only items recommended for purchase. EXHIBIT 1 22D-3 22D-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AWARD CONSTRUCTION CONTRACT TO DD SYSTEMS INC. FOR A NEW PARK AT 6TH STREET AND LACY STREET (PROJECT 18-2692) (STRATEGIC PLAN NO. 6, 1G) CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to DD Systems Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $976,973.84, for the term beginning upon execution of the contract and ending upon project completion, for construction of a new park at 6th Street and Lacy Street, and authorize the City Manager and the Clerk of the Council to execute the contract subject to nonsubstantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,221,218, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $97,698. DISCUSSION This project involves creation of a new neighborhood park on a 0.42 -acre vacant site located east of Downtown Santa Ana, on the southwest corner of 6th and Lacy Streets (Exhibit 1). The site was formerly three vacant homes that were acquired by the City of Santa Ana, demolished, and rezoned to Open Space to provide more outdoor recreation opportunities for the Lacy Neighborhood community. The City's Parks, Recreation and Community Services Agency held several community outreach meetings to collect input for the park. A playground for children, teaching area for active lifestyle classes such as Zumba and yoga, and passive areas were among the ideas shared by the residents, and these elements were used to develop the park concept plan. The new park amenities include a playground, picnic area, skateboarding area, walkways, outdoor class area with shade structure, rock bioswale, water -wise landscaping, drip irrigation system, benches, picnic tables, bike racks, and drinking fountain. 23A-1 Award Construction Contract for a New Park at 6th and Lacy Streets March 5, 2019 Page 2 A Notice Inviting Bids was advertised on December 23 and December 28, 2018, and bids were opened on January 16, 2019. The following is a summary of the bid invitations made and the bids received. Contractor Participation Data Santa Ana contractors receiving notices 25 Contractors requesting bidding documents 32 Bids received 8 Bids received from Santa Ana contractors 0 Outreach To provide an opportunity for local vendors to submit bids, the City is now utilizing the PlanetBids web -based system. Through this system, 25 qualified local vendors were notified of the opportunity to bid on this project. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 DD Systems Inc. Glendora $976,974 2 JMJ Construction Winchester $1,110,111 3 CEM Construction Corp Downey $1,168,578 4 Aramexx Construction Claremont $1,173,455 5 YAKAR Covina $1,176,237 6 Landscape Support Services Sherman Oaks $1,203,536 7 United GLI Carlsbad $1,219,704 8 C.S. Legacy Construction, Inc. Ontario $1,274,526 A total of eight bids were received and all bids were deemed responsive. DD Systems Inc. submitted the lowest responsive bid in the amount of $976,973.84 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to DD Systems Inc. in the amount of $976,973.84 (Exhibit 3). 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 Plan (e.g., neighborhood streets, traffic improvements, etc.). 23A-2 Award Construction Contract for a New Park at 6th and Lacy Streets March 5, 2019 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER -2019-4 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of the project is $1,221,218, which includes the construction contract, administration, inspection, testing, surveying, and an authorized contingency of $97,698. Funding in the amount of $407,947 is available in the Housing -Related Parks Program (HRPP) Grants (Account No.16113267-66220), $628,271 is available in the District 2 A&D Fund Improvements Other Than Building account (No.31213260-66220), and $185,000 is available in General Fund (Account No.01113260-66220). All funds for project 18-2692 will be expended in Fiscal year 2018/19. APPROVED AS TO FUNDS AND ACCOUNTS: n F d weiss, PE, PLS Kathryn D ns, CPA &P(on) �(jb1) Executi Director Executive Director Public rks Agency Finance and Management Services Agency Parks, Recreation & Community Services Agency FSS/EWG/TC/MO Exhibits: 1. Project Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis 23A-3 23A-4 `S� PFF ORO O^P cENj/ 4TH ST LEGEND PROJECT LOCATION SANTA ANA � PROJECT 18-2692= _ p■ ,A' /� . NEW PARK 6TH STREET AND LACY STREET n: c os .cLa. "EXHIBIT 1 23A-5 IT PAGE 1 OF 1 23A-6 City of Santa Ana New Park at 6th and Lacy Street (18-2692), bidding on January 22, 2019 2:00 PM (Pacific) Bid Results Bidder Details Vendor Name DD Systems Inc. = Address 147 W. Route 66 #431 Glendora, CA 91740 UNted States Respondent Danny Daher Respondee Title CEO Phone 626-852-0257 Ext. Email acecd99@gmall.com Vendor Type License # 847907 CADIR Bid Detail Bid Format Electronic Submitted January22, 2019 1:23:30 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Cotdlrmatlon # 164785 Ranking 0 Respondee Comment Buyer Comment Attachments File Title General Forms Ownership Bid Bond Nan Collusion Line Items Type Item Code Base Bid Proposal 1 Clearing, Grubbing and Demolition 2 Grading File Name Bid Prcposal-signed-signed.pdf Ownership Affldavit.pdf Bid Bond Signed.pdf Non Collusion Signed.pdf Uom qty Unit Price LS 1 $47,272.80 LS 1 $30,984.00 PI02 3rl$►1 d 7 Page 1 Printed 01/23/2019 EXHIBIT 2 Flle Type General Forms Ownership Affidavit (Notary Public)- REQ Original Hard Copy Submittal In Addition Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal In Addition Non -Collusion Affidavit (Notary Public) - REQ Original Hard Copy Submittal In Addition Line Total Comment $47,272.50 $30,984.00 City of Santa Ana Page 2 New Park at 6th and Lacy Street (1 &2692), bidding on January 22, 2019 2:00 PM (Paclilc) Printed 01/23/2019 Bid Results Type Item Code UOM City Unit Price Line Total Comment 3 New Water Service LS 1 $17A00.00 $17,400.00 4 Site Drainage LS 1 $28,200.00 $28,200.00 6 4° Thick PCC SF 4125 $8.10 $33,412.50 6 40 Thick Stamped Concrete SF 603 $8.70 $5,246.10 7 Curb and Gutter LS 1 $5,460.00 $5,460.00 8 Concrete Skate Park LS 1 $149,500.00 $149,500.00 9 Stepping Stones LS 1 $1,580.00 $1,660.00 10 Decomposed Granite Paving LS 1 $10,560.00 $10,560.00 11 Edging _ LF 417 $7.20 $3,002.40 12 Rock Cobble Swale LS 1 $24,000.00 $24,000.00 13 6' Wooden Bridge EA 2 $2,688.00 $5,376.00 14 Steel Fencing YM Pilasters at 8th Street and Lacy Street LS 1 $39,109.60 $39,109.60 15 Steel Fencing and Pilasters at Skate Park LS 1 $61,692.70 $61,692.70 16 CMU Wall LS 1 $26,220.70 $26,220.70 17 Electrical Service and Lighting LS 1 $58,201.20 $58,201.20 18 Playground Equipment LS 1 $105,700.00 $105,700.00 Plan"Zl fine City of Santa Ana Page 3 New Park at 6th and Lacy Street (18-2692), bidding on January 22, 2019 2:00 PM (Pacific) Primed 01/2312019 Bid Results Typo hem Code UOM City Unit Price Llne Total Comment 19 RubberSuftcing SF 3407 $18.82 $64,119.74 20 BuherilyPlanter - Small LS 1 $4,200.00 $4,200.00 21 Butterfly Planter - Large LS 1 $5,640.00 $5,640.00 22 Shade Sails with Posts LS 1 $51,600.00 $51,600.00 23 Benches PA 6 $1,340.00 $8,040.00 24 Tables - Dining FA 3 $3.040.00 $9,120.00 25 Tables -Picnic FA 3 $2,620.00 $7,860.00 26 Trash Receptacles FA 3 $1,682.00 $4,746.00 27 Trash Receptacle - Recycle FA 2 $1,890.00 $3,780.00 28 Bike Rack FA 1 $2,760.00 $2,760.00 29 Ddnldng Fountaln FA 2 $13,200.00 $26,400.00 30 Rne Grading and Soil Preparation SF 18905 $0.24 $4.537.20 31 240 -Box Tree FA 13 $780.00 $10,140.00 32 15 -Gallon Tree EA 5 $360.00 $1,800.00 33 16 -Gallon Shrub FA 45 $180.60 $8,100,00 34 SGallon Shrub FA 435 $72.00 $31,320.00 P102 JA U9 City of Santa Ana Page 4 New Park at 6th and Lacy Street (1B-2892), bldding on January 22, 2019 2:00 PM (PacMc) Pdrded 0112al2019 Bid Results Type Item Code UOM Qty Unit Price Liao Total Comment 35 1 -Gallon Shrub EA 478 $22.20 $10,567.20 36 Mulch CY 233 $42.00 $9,786.00 37 Irrigation System LS 1 $45,360.00 $45,360.00 38 90 -Calendar Day Landscape & Irrigation Maintenance Period LS 1 $4,200.00 $4,200.00 39 Labor Agreement Oversight LS 1 $10,000.00 $10,000.00 Subtotal $976,973.84 Add Alternate Bid 1: 40 Electrical Service and Lighting In Public Right -of -Way LS 1 $49,535.30 $49,635.30 Subtotal $49,535.30 Total $1,026,509.14 PI L JAaoi o CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6m AND LACY STREET Item Description Qty Unit Unit Price Amount TOTAL ADD ALTERNATE BID 1 $ 49,535.30 TOTAL BASE BID $ TOTAL ADD ALTERNATE BID 1 $ The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add-altemate bid items (if any). The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within NINETY (90) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $833.00 per calendar day. Name of Firm DD Systems Inc; dba Ace Cd Inc. Signature of BIDDER Title (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) 23A-11 P-4 o P-18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm DD Systems Inc; dba Ace Cd Inc. Signature of BIDDER Title CEO (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6THAND LACY STREET CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: DD Systems Inc; dba Ace Cd Inc. Business Address: 147 W. Route 66 #431 Glendora, CA 91740 Business E -Mail Address: acecd99@gmail.com Telephone: 626 852 0257 State Contractor's License No. and Class: 847907 A, B, C27 License Expiration Date: 10/31/2020 State Dept. of Industrial Relations (DIR) Registration No.: State Dept. of Industrial Relations (DIR) Registration Expiration Date: Signed: 1000019148 06/30/2020 Title: CEO 23A-13 P-6 of P-18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm DD Systems Inc; dba Ace Cd Inc. Signature of BIDDER Title CEO (if an individual, so state) ?�oOAfg14 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTAANA) being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by. - who constitute the other members of the co -partnership. ;CORPORATION That he is of: 1b -, j ms 11.1 r d bcr kr c D vvc, a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of: one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. Signatur Bidder Subscribed and sworn to before me this day of - NO VU, / 20 4 0 ,- Signature of officer Administering Oath (Notary Public) AN H. HOUSTON Nalary PUhRc-Ca@cmia `'*.: LosArgdes Ccvrh( '- A 22 M3 My2omm,€ phea9c115.2021 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 67" AND LACY STREET KNOW ALL PRESENT that, D D Systems Inc DBA Ace CD Inc , as BIDDER, and Developers Surety and Indemnity Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of _ Ten Percent of Total Amount Bid Dollars ($10% of Bid ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated projcct, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 11th day of January 2019. BIDDER* D D Systems Inc DBA Ace CD Inc 1199 Englewild Drive, Glendora, CA 91741 (626) 523-1141 SURETY* Developers Surety and Indemnity Company 500 South Kraemer Blvd., Suite 300, Brea, CA 92821 Vu Ho (714) 784-5660 Rebecca Haas -Bates, Attorney -in -Fact Subscribed and sworn to before me **See Attached" 20 Sigriatur - . N6tary Publicin and for the County of State of Pfovide-BIDDER/ SURETY name, address, and telephone address, and telephone number of authorized representative. this number and the name, title, CALIFORNIA ALL-PURu' r v.0 t D •,t M CIVIL CODE 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 01/11/2019 before me, A• MacFarlane, Notary Public Date Here Insert Name and Title of the Officer personally appeared Rebecca Haas -Bates Name('s),of SignerN who proved to me on the basis of satisfactory evidence to be the persons} whose names} is/ara subscribed to the within instrument and acknowledged to me that fie/she/they executed the same in his/her/their authorized capacity(, and that by his/her/their signaturejs) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. A.MACFARLANE ":' Notary Public -California Signature.�s!/`<��� g Orange County 'Signature of Notary Public z Commission a 2188592 - My Comm. Expires Mar 27.2021 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Bid Bond Document Date: 01/11/2019 Number of Pages: One I Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Rebecca Haas -Bates ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ( Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Developers Surely End Indemnity Comoanv Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator n nther. Signer Is Representing: u%w¢'v 'gcQ;ti rv0.. .y dq�4«'SL.v"<v a '.vq'Y'riv 'v4wPvsV4r'+N:. 'v 'rvA 'v'✓q'a{�s<wi 'a -GCC 23A-17 POWER OF ATTORNEY FOR DEVELOPERS SURETY AND INDEMNITY COMPANY INDEMNITY COMPANY OF CALIFORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300 KNOW ALL BY THESE PRESENTS that except as expressly limited, DEVELOPERS SURETYAND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, do each hereby make, constitute and appoint "William Syrkin, Sergio D. Bechara, Rebecca Haas -Bates, Richard Adair, jointly or severally" as their tme and IawrulAltomey(syin-FwL to make, execute, deliver and acknowledge, for and on behalf of said corporations, as sureties, bonds, undertakings and contracts of suretyship giving and granting unto said Abmey(s)4n-Fact full pourer and authority to do and to pedorm every act necessary, requisite or proper to be done in connection therewith as each of said corporations could do, but reserving to each of said corporations full power of substitution and revocation, and all of the acts of said Agorney(s)-in-Fact, pursuant to these presents, are hereby ratified and confirmed. This Power of Attomey is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Boards of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CAUFORNIA, effective as of January 1st 2008. RESOLVED, that a combination of any two of the Chairman of the Board, the President, Executive Vice -President. Senor VuaLPresident or any Vice President of the corporations be, and that each of Nem hereby is, authorized to execute this Power of Attorney, qualifying the altomey(s) named in the Power of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of either of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attomey; RESOLVED, FURTHER, that the signatures of such officers maybe affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the future with respect to any bond, undertaking or contract of suretyship N which 81s attached. IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective officers and attested by their respective Secretary or Assistant Secretary this 41h day of October, 201 B. By: AND /:yp •.,• Q\\PnNY Off` Daniel Young, Senior Vice -President .b,.ay 67LI ' E 1936 i <' By: .••*••'rxsa,,. h 'yI.TOPx` Mark Lansdon, Vice -President Anotary public or other officer completing this certificate verifies only the identify 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 October 4. 2018 before me, Lucille Raymond, Notary Public DA Hem Insert Nerve aME Tae of ee OfEw personally appeared Daniel Young and Mark Lansdon Name(s)olsgne:(s) _ LUCILLE RAYMOND Notary Public - California i nF_Orange County Commission f 2258185 My Comm. Expires Oct 13. 2022 Place Notary Seal Above who proved to me on the hasts of satisfactory evidence to be the person(s) whose name(s) islam subscribed to the within instrument and acknowledged to me that helsheMey executed the same in h'slherAheir authorized capacily(ies), and that by hislhaftelr signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is We and correct. / WITNESS my hand and official seal. 1 Signature Lucill Ray ond, Notary Public + CERTIFICATE The undersigned, as Secretary or Assistant Secretary of DEVELOPERS SURETYAND INDEMNITY COMPANY or INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Pourer of Attomey remains in full force and has not been revoked and, furthermore, that the previsions of the resolutions of The respective Boards of Directors of said corporations set forth in the Pourer of Attorney are in force as of the date of This Certificate. - _ ,......a,•., �Th�isrtificeh �Celeexecu/t/e�dLln�the City of Irvine, Cafifomia, this 11th day or January 2015_ -- ."•'"`YPr+4+ O!sQ^Nr ♦l'•iIW / - _ - ``rOP' 'oMgnN dtiyZ`�_ OCT.+�`�200PC n S By Cass* AssiafanlS lacy C9(IFOP�rr- ATS-1002 (10110) 23A-18 = - CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %:% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Estes Pavin License #/Exp. 352573 / 4/30/2020 DIR Reg. #/Exp. 1000014187 16130/2019 Location Riverside Phone 951681 9616 Type Of Work Asphalt Concrete Amount $ i r nnn Name Barrera Landscape License #/Exp. 987313 / 9/30/2019 DIR Reg. #/Exp.^5597^ / s/3%— License # 987313 Location Ontario Phone 951 7323295 Type Of Work Landscape Amount $ 60,000 Name Spohn Ranch Inc, License #/Exp. 761475 14/30/2019 DIR Reg. #/Exp. 1000005197 / 6/30/2019 License # 761475 Location Los Angeles Phone 626 3305803 Type Of Work Skates Park Amount $ 135,000 Signature of Bidder Name Community Playgrounds Inc License #/Exp. 362950 / 10/31/2020 DIR Reg. #/Exp. 1000008753 16/30/2019 Location Vallejo, CA Phone 415 892-8100 Type Of Work Playground Install Amount $ 25,592 Name Gotham License #/Exp. 818468 / 4/30/2019 DIR Reg. #/Exp. 1000012699 /6/30/2019 License # 818468 Location San Diego, CA Phone 619 696 8841 Type Of Work Rubber Surfacing Amount $ 53,800 Name EI Rod Fence License #/Exp. 332890 110/31/2020 DIR Reg. #/Exp. 1000005592 / 6/30/2019 License # 332890 Location Riverside, CA Phone 9515154117 Type Of Work Fencing Amount $ 35,000 and 20,000 23A-119j P-10 of P- CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %2% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %z% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Bithell, Inc. License #/Exp. 225174 / 6/30/2020 DIR Reg. #/Exp. 100000115516/3012019 Location Covina Phone 626 331 2292 Type Of Work Graffiti Coating Amount $ 5,337.00 Name db Electric Inc. License #/Exp. 1010474/1/31/2021 DIR Reg. #/Exp. 1000046972 / 6/30/2019 License # 1010474 Location Eastvale, CA Phone 951 4273400 Type Of Work Electric Amount $ 48,501.00 Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Signature of Bidder Name License #/Exp. DIR Reg. #/Exp. Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ pp �A I 1 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1 City of Glendora 116 E.Foothill Blvd. Glendora, CA 91741 Name and Address of Owner. Dave Davies 626 914 8260 Name and Telephone Number of person familiar with project. 693,458 Bike Trail 6/23/2018 Contract Amount Type of Work Date Completed 2. City of Irwindale 5050 N. Irwindale Ave. Irwindale, CA 91706 Name and Address of owner. Francisco Carrillo 626 705 5723 Name and Telephone Number of person familiar with project. 674,656 Block Wall 6/15/2018 Contract Amount Type of Work Date Completed 3 City of Signal hill 2175 Cherry Ave. Signal hill CA 90755 Name and Address of owner. Kelli Tunnicliff 562 989 7358 Name and Telephone Number of person familiar with project. 662,991 Dog Park 3/16/2018 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Millennium Corporate Solutions 5530 Trabuco Road. Irvine, CA 92620 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 0 3. Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Name and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. RJOW? A notary public or other officer coinpletin6this certificate verifies only the identity of the indi- CITY OF SANTA ANA vidual who signed the document to which this PROPOSAL certificate is attached, and not the truthfulness. accuracy, or validity of that document. PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal orosecution. Signed State of California County of 41S AMA, et S Subscribed arld sworn to (or affirmed) before me on this _a day of 5,g2v, 20_by j proved to me on the basis of satisfactory evidence to be the persona) who appeared before me Notary Public Seal JOSHUA JAMES SPENCER Commission No.2133971 z a`t m NOTARY PUBLIC -CALIFORNIA LOS ANGELES COUNTY My Com. Expires NOVEMBER 15, 2019 23"1318 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. jj.134 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: CEO Firm: DD Systems Inc; dba Ace Cd Inc. Date: 01/22/2019 23A-25 P-15 of P-18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: Al r r -n Title: CEO Firm: DD Systems Inc; dba Ace Cd Inc. Date: 01/22/2019 > 14'P2g6 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6THAND LACY STREET STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: Danny Daher — A, ---44 � r-„ Title: CEO Firm: DD Systems Inc; dba Ace Cd Inc. Date: 01/22/2019 23A-27 P-17 of P-18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 18-2692 NEW PARK AT 6TH AND LACY STREET PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No 31 If the answer is yes, explain the circumstances in the following space. 21� of P28$ CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT 18-2692 NEW PARK AT 6m STREET AND LACY STREET This CONSTRUCTION CONTRACT is made and entered into this 5s' day of March, 2019 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY'), and _ DD Systems_Inc. dba Ace Cd hie. (hereinafter "CONTRACTOR"). The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the New Park at 6`s Street and Lacy Street Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Nine Hundred Seventy -Six Thousand Nine Hundred Seventy -Three Dollars and eighty -Four Cents ($976;973.84), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. mv. 09/01/2017 23A-29 Page 1 of 3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: http://www.santa-ana.org(pwa/documents/CWA.pdf 7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 23A-30 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: NORMA MITRE-RAMIREZ Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ?it'. -f.,& J HN FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FUAD SWEISS, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA STEVEN A. MENDOZA Acting City Manager CONTRACTOR: DD Systems Inc. dba Ace Cd Inc. NAME: TITLE: 23A-31 Page 3 of 3 23A-32 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 16-2692: NEW PARK AT 6TH STREET AND LACY STREET Construction Contract $ 976,973.84 Contract Administration $ 66,500.00 Inspection and Testing $ 80,046.16 Contingencies $ 97,698.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ -1,221;218.00 EXHIBIT 4 23A-33 23A-34 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE A SECOND AMENDMENT TO THE AGREEMENT WITH THE LIBRARY CORPORATION, IN THE ADDITIONAL AMOUNT OF $5,635 TO INCLUDE HOSTED SOLUTION SERVICES TO THE LIBRARY'S COMPUTERIZED INFORMATION SYSTEM (STRATEGIC PLAN NO. 2,3D) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -:• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a second amendment to the Agreement with The Library Corporation to add Hosted Solution Services to the library's computerized information system and increase the agreement amount by $5,635 for a total of $230,063, includes original three-year term and three-year extension, that is scheduled to expire on June 17, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On May 16, 2017, the City Council approved a three-year extension of the agreement between the City of Santa Ana and The Library Corporation, Inc. (TLC) to provide a library automation system. TLC provides the Library with a web -based client server that manages library accounts and maintains an inventory of books in -stock and circulating. The software allows patrons to search the catalog of inventory from a library computer or remotely through an Internet connection. The software includes a report module that prints a variety of information, including circulation statistics and the number of titles in each collection. The acquisition module helps manage the book budget for each collection and provides a quick and efficient way to search for new titles, process orders, and catalog items being added to the collection. Maintenance services include 24-hour telephone and online support, licensed software updates, staff training, online access to cataloging resources, and enhanced content databases. The proposed second amendment would change the scope of work to add hosting services, which includes nightly backup, all security and virus protection, database configuration and updating, database monitoring, and operating system updating for the remaining term of the agreement. The added cost of the hosting service will be $6,500. In addition, the Library Corporation has agreed to keep the cost of the enrichment support, which provides full-color book jackets to illustrate items 25A-1 Agreement Amendment with The Library Corporation for the Library Automation System March 5, 2019 Page 2 in the catalog, at the 2017-2018 price of $5,974 instead of the scheduled 2019-2020 price of $6,839. This is a savings of $865 and therefore the net increase to the agreement is $5,635. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 — Youth, Education, Recreation, Objective #3 (Expand use of technology as a tool for communication and education in the community), Strategy D (Leverage the Roosevelt/Walker Prop 84 funding to ensure the new community center also serves as a Library with a focus on electronic media such as eBooks, Internet, and remote check- out services from the Main Library). FISCAL IMPACT Funds to pay the $6,500 for the hosting services are available in the following account and year: Accounting Unit Information Tec and Telecommunications Account for Contract Services -Professional (no. 10920147-62300) Lisa qugWoff - L.1� Execu ive Director Parks, Recreation and Community Services Agency N Jf4 Ciulla C ief Technology Innovations Officer Information Technology Department Exhibit: 1. Second Amendment to Agreement FY18/19 $6,500 APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Dawns, CPA Executive Director Finance and Management Services Agency 25A-2 EXHIBIT 1 SECOND AMENDMENT TO AGREEMENT WITH THE LIBRARY CORPORATION FOR LIBRARY SUPPORT AND SERVICES THIS SECOND AMENDMENT to the above -referenced agreement is entered into on March 5, 2019, by and between -The. LibraryCorporation,. Inc., a Maryland corporation ("Consultant" or "TLC"), 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 June 17, 2014, the parties entered into Agreement #A-2014-138 ("Agreement") for TLC to provide services related to the maintenance and upgrades to the library's computerized information system previously installed under a 2001 agreement with the City. The term of the Agreement was to run for a three-year period from June 17, 2014 until June 16, 2017 and allowed for three (3) one-year extensions. B. On June 6, 2017, the parties entered into a First Amendment (#A-2017-139) and the City opted to extend the term of the Agreement for the full three-year extension period provided in the Agreement until June 17, 2020. The parties also agreed to increase the overall compensation of the Agreement to pay for the services provided for the three-year extension. The Agreement is still current and in effect. C. The parties now wish to enter into a Second Amendment to the Agreement to revise the scope of services to add TLC's Hosted Solution Service to enhance the system. The parties also want to increase the compensation to pay for these additional services. The parties agree, as provided in the attached exhibit to this Second Amendment, that TLC will not charge City for hosting services for the months of April, May and June 2019 as part of the increased scope of services. The Parties therefore agree: 1. Section 1, Scope of Services, is amended to include the Hosted Solution Service for the remainder of the term of this Agreement, as provided in Exhibit A-1 to this Second Amendment, attached hereto. 2. Section 2, Compensation, is amended to-increase-the..tgtal compensation by $5,635: The total compensation for the three-year extension period for the Agreement will be $117,324. The total amount to be expended for the Agreement shall not exceed $230,063. 3. Except as modified by this Second Amendment, all other terms and conditions of the Agreement and the First Amendment, shall remain in full force and effect. [signature page to follow] Al Signature page — Second Amendment with The Library Corporation IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: &5C1 -0. %.'ito'�hrL Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Lisa Rudloff Executive Director, Parks, Recreation and Community Services Agency CITY OF SANTA ANA Steven Mendoza Acting City Manager THE LIBRARY CORPORATION, INC.: By: Title: Pa e 2 of 2 29A-4 Exhibit A-1: Second Amendment to Agreement with The Library Corporation The Library Corporation (TLC) Services provided to Santa Ana Public Library and annual costs for those services under the proposed three-year agreement. Library Solution SUPPORT- $30,828 - Library Solution is the designation of TLC's Integrated Library System which Santa Ana Public Library has had in place since 2002. The Library Solution package includes: o You See More —The public access catalog which enables the public to browse/search our materials inventory by author, title, subject, series, International Standard Book Number (ISBN), keyword, notes and publisher. Patrons can also limit their search by medium, collection and other factors, while saving items to a list and storing the list in their personal account. o LS2 PAC—The newest TLC interface which facilitates use of mobile devices to access information, as well as the integration of a -book and other platforms into the system. LS2 PAC can be accessed in the library or remotely via the Internet. o LS2 Kids—The public access catalog which enables parents and children to search our materials inventory in a manner more accessible to younger users by way of pictures and age appropriate categories. This function is also accessible remotely via the internet and can be used for mobile devices. o LS2 Staff—The web -based module which completes and documents transactions (check outs and check ins), maintains borrower histories and actions, and tracks and reports the status of each item in the inventory. This module provides software for the cataloging of new materials and their integration into the public catalog, and for the online selection and ordering of new materials. It also provides flexibility and scalability to permit mobile device usage for circulation tasks. o LS OSA —The software which tracks materials orders and insures that they are charged to the correct account. o LS Serials —The software that tracks magazine and newspaper orders, monitors reception of items, and adds them to the public access catalog. o Z39.50 — Server Software for searching and retrieving information from a database over a TCP/IP computer network. o SIP Communication Software - software to permit utilization of Overdrive (e -book, e- audiobook) software within the catalog. o LS2 Reports —The web -based preprogrammed statistical reports. o Licensed software support includes telephone diagnostic service available during normal company business hours (7:30 a.m. 012:00 midnight EST Monday — Friday) additionally with emergency referrals from The Library Corporation's Operations Center to on-call personnel, 24 hours per day, 7 days per week. All Library.Solution customers have access to the Library Corporation's toll-free (800) telephone line. The Library Corporation shall respond in a prompt, commercially reasonable manner within two (2) hours during the support hours. Software Support also includes access to the Library Corporations' online support center, which can also be accessed 24 hours per day, 7 days per week to view, update, and submit support requests. Software support by the 25A-5 Library Corporation will provide: 1) Technical assistance by telephone, email, fax service and/or courier; 2) Correction of errors in Licensed Software; 3) New releases of Licensed Software modules and documentation, as available, at no charge other than the Software Support cost; 4) Off-site back-up of customized source code. • OPAC Enrichment Support -$5,974 -This services provides full-color book jackets to illustrate items in the catalog, increasing the attractiveness and utility of item descriptions. Note: There will be no_i_ncreases on the 0PAC Enrichment Support for FY 2019-2020, so it will be - • TLC's Hosted Solution Service (yearl), $5,00Qsubsequent years -This .service hosts the library TLC server over the cloud. These Include' State of the art hosting facilities with redundant data communication lines and load balancing to ensure the best performance. All security and virus protection.' ghtly backup_, Database monitoring: Operating System updating! Database configuration and updating, TLC software updating! The fastest possible response time for any server -related issues: TLC provides protection against the most common causes of outages (power spikes/failures; fire, and flood). The data center environment is a resilient, secure and redundant business class data center. This location is managed by AT&T and features high -bandwidth, auto-failover, connections with 99.5% uptime. In the event of an unrecoverable, localized disaster, such as an equipment malfunction, the customer's hosted solution would be restored to a standby seryer, and any lost data would be restored from the nightly backups. Should there a disaster that would affect the entire data center, operations would be temporarily relocated to TLC's corporate datacenter located at Heauarters in Inwood, WV., dq - - - - ----- - - --- -- -- - -- — - -- Note: The_ tentative date for hosting service deployment is sometime in March 2019 once the agreement is executed. The City will not be charged for hosting service for April,_May, and June 2019. - FY 2019-2020 Cost Breakdown Library Solution Software $30,828 Enhanced Content Renewal for book jackets $5,974 TLC's Hosted Solution Service $6,500 TOTAL $43,302 25A-6 TU Solutions that Deliver August 16, 2018 Lynn Nguyen Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA92701 Dear Lynn: Following is the information and pricing for TLC's Hosted Solution service. wwaRCilelivers.com INCLUDES: • State of the art hosting facilities with redundant data communication lines and load balancing to ensure the best performance. • All security and virus protection. • Nightly back-up • Database monitoring • Operating System updating • Database configuration and updating • TLC Software updating • The fastest possible response time for any server -related issues TLC provides protection against the most common causes of outages (power spikes/failures, fire, and flood). The data center environment is a resilient, secure and redundant business class data center. This location is managed by AT&T and features high -bandwidth, auto-failover connections with 99.5% uptime. In the event of an unrecoverable, localized disaster, such as an equipment malfunction, the customer's hosted solution would be restored to a standby server and any lost data would be restored from the nightly backups. Should we experience a disaster that would affect the entire data center, operations would be temporarily relocated to our corporate datacenter located at our Headquarters in Inwood, WV. Please contact me if you have any questions. Sincerely, Valencia Godlove Sales TLC Denver TLC Headquarters -The Library Corporation TLC International 1355 S.Colorado Blvd,Sulte CBM • Denver,C080222 Research Park- InwoodW 25428.9733 112Robinson Roaddl0-01•Sin9apore068902 Phone:877.694.1452 or 303.758.3030 Phone:800325.7759 or 303.279.0100 Phone: 65.6236.1450• FAX:65.6220.9821 FAX:303.75a0606 1 5 a11�vra9com Annual Support'. Hosted Solution First Year Cost.. Cost Second Year . Hosting was designed to offer our products to libraries who desire a higher level of outsourced server hardware service and support. $6,500 $5,000 INCLUDES: • State of the art hosting facilities with redundant data communication lines and load balancing to ensure the best performance. • All security and virus protection. • Nightly back-up • Database monitoring • Operating System updating • Database configuration and updating • TLC Software updating • The fastest possible response time for any server -related issues TLC provides protection against the most common causes of outages (power spikes/failures, fire, and flood). The data center environment is a resilient, secure and redundant business class data center. This location is managed by AT&T and features high -bandwidth, auto-failover connections with 99.5% uptime. In the event of an unrecoverable, localized disaster, such as an equipment malfunction, the customer's hosted solution would be restored to a standby server and any lost data would be restored from the nightly backups. Should we experience a disaster that would affect the entire data center, operations would be temporarily relocated to our corporate datacenter located at our Headquarters in Inwood, WV. Please contact me if you have any questions. Sincerely, Valencia Godlove Sales TLC Denver TLC Headquarters -The Library Corporation TLC International 1355 S.Colorado Blvd,Sulte CBM • Denver,C080222 Research Park- InwoodW 25428.9733 112Robinson Roaddl0-01•Sin9apore068902 Phone:877.694.1452 or 303.758.3030 Phone:800325.7759 or 303.279.0100 Phone: 65.6236.1450• FAX:65.6220.9821 FAX:303.75a0606 1 5 a11�vra9com 25A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE SECOND AMENDMENT TO SIEMENS MASTER SERVICES AGREEMENT FOR ON-GOING CITY-WIDE CAMERA SYSTEM PROJECTS AND MAINTENANCE (STRATEGIC PLAN NO. 1, 1J) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 13' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the second amendment to the Master Services Agreement (#A-2017-289) with Siemens, Inc., for ongoing City-wide camera system projects (City Parks) and systems maintenance. The amendment includes additions to the original scope of work (four new City Parks and Year 2 of systems, maintenance), and increases the overall agreement amount of $1,221,250 by $295,574, for a new amount not to exceed $1,516,824, subject to non -substantive changes approved by the City Manager and City Attorney. The term of the agreement remains November 9, 2017 through November 8, 2020. DISCUSSION In 2010, the City of Santa Ana contracted with Siemens, Inc. to design and build a complete video security system for the Police Administration Building and the Orange County Civic Center. The Orange County Civic Center (including the Police Administration Building) is located in the center of Santa Ana and is the County Seat, which houses key Federal, State, County, and local governmental facilities. Since that time, the City's Video Security System has been expanded to include community centers, City parks, the Historic Downtown District, and the Santa Ana Jail. Currently, there are approximately 370 cameras, including eleven Code Blue Help Points that comprise the City's system. On October 17, 2017, the City Council approved an agreement (#A-2017-289) included funding for camera sub -systems for four City Parks: Jerome Park, Santa Anita Park, Chepa's Park, and Memorial Park (Exhibit 1). Although funding was identified, scopes of work were not yet developed or available. Now that the scopes of work have been developed, the agreement needs to be amended to include these park camera projects. The updated cost proposals for the four parks is $34,474 higher than the original estimate and funding included in the original agreement. These parks subsystems will add approximately 60 cameras to the existing City-wide system for an approximate total of 430 cameras. 2513-1 Second Amendment to Siemens Master Services Agreement March 5, 2019 Page 2 Agreement #A-2017-289 also included funding for system maintenance for fiscal year 2017-2018 (Year 1), and approval for additional maintenance for the full term of the agreement (Years 2 and 3) contingent upon funding availability. The first maintenance invoice for Year 1 has been processed and, and the City now desires to fund the second year of maintenance in the amount of $261,100. The term of the second year of maintenance will be August 1, 2018 to July 31, 2019 (Exhibit 1). Funding Source Revisions: On December 1, 2015 and April 5, 2016, the City Council approved funding for City Hall Security upgrades, Lexray software, and commissioning and close out of the project in the amount of $24,696 when they approved Agreement A-2015-277 and Agreement Amendment A-2016-054. The original Equitable Sharing account number for this work (No. 02614450 62300) is being changed to the following accounts. This amount will be paid upon approval of the account number change. 02710133 62300 Downtown $8,000 01114475 62300 Jail Operations $4,250 08209054 62300 Workers Compensation $9,530 01114485 62300 Homeland Security and Emergency Management $2,916 Total $24,696 Similarly, there was also legacy work for the Santa Ana Jail performed under Agreement #A-2015- 277 in which contingency money in the amount of $36,626 was allocated to pay for within Agreement #A-2017-289. The funds covering this amount were identified in multiple Parks A&D accounts (Nos. 05113263 66220, 31213260 66220, 31313260 66220, 31413260 66220). Since this work was Jail related, the new funding source for this work is being changed to the Jail Operations account (No. 01114475 62300). This amount will be paid upon approval of the account number change. These revisions fall within the not to exceed amount of $1,221,250 approved by Council on October 17, 2017 and does not increase the agreement amount. It is intended to provide corrective action to Agreement #A-2017-289. The addition of Jerome, Santa Anita, Chepa's, and Memorial parks was approved in Agreement #A-2017-289, and funding was originally available in Community Development Block Grant (CDBG) account no. 13518783-66220. This funding source will be changed to Cell Tower account no. 05113263-66220 in the amount of $365,000. As mentioned above, the scopes of work for the four park camera projects was increased by $34,474, for a new total amount of $399,474. Lastly, a camera subsystem for Windsor Park was approved in Agreement #A-2017-289, and funding was originally available in Cell Tower account no. 05113263 6620 and CDBG account no. 13518783 66220. This funding source revision identifies Cell Tower account no. 05113263-66220 as the new funding source to pay for the $131,461 balance of the Windsor Park project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts 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 J (Partner with downtown business and merchant 25B-2 Second Amendment to Siemens Master Services Agreement March 5, 2019 Page 3 associations to enhance security measures and provide a safe environment (e.g. video surveillance, additional security and police efforts, etc.)). FISCAL IMPACT Funds totaling $295,574 are currently available in the following accounts: Cell Tower 05113263 66220 $34,474 Downtown Enhancements 02710133 62300 $34,210 Jail Operations 01114475 62300 $18,750 UASI FY 17 12514407 62300 $193,440 Park Administration 01113200 62300 $7,350 Recreation 01113230 62300 $7,350 TOTAL $295,574 i1;e;foZfPo1ice f Santa Ana Police Department Ludloff Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kath n Downs, CPA yrb Executive Director un%%N�-50 7 Finance and Management Services Agency Exhibit 1. Second Amendment to Siemens, Inc. Agreement 25B-3 25B-4 SECOND AMENDMENT TO MASTER SERVICES AGREEMENT FOR ON-GOING CITY-WIDE CAMERA SYSTEM PROJECT AND MAINTENANCE FOR VIDEO SECURITY ENHANCEMENT PROGRAM THIS SECOND AMENDMENT to the above -referenced agreement is entered into on March 5, 2019, by and between -Siemens Industry, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. Whereas, Consultant has provided continuing services to the City since 2010 related to Consultant's unique institutional knowledge, proprietary equipment and technology required to handle the installation and maintenance of this integrated solution that involves several sub- systems they designed, engineered, built, and maintained including work done as set forth in Agreement #A-2015-277; and B. Whereas, the parties entered into Agreement #A-2017-289 ("Agreement") on October 17, 2017, to enhance the video security enhancement program ("Program"), to provide video monitoring services security/surveillance to protect and monitor critical City facilities, infrastructure and provide expanded services to implement, design, install and maintain additional hardware and software for the Program to include new sites, locations and departments as required by the City; and C. Whereas, the term of the Agreement continues through November 8, 2020, and the Agreement is current and in effect; and D. Whereas, the parties entered into a First Amendment to the Agreement on January 31, 2019, to clarify the scope of work to the Agreement and compensate Consultant for prior necessary services performed for the benefit of the City's security and surveillance systems that did not affect the not to exceed amount of the Agreement; and E. Whereas, the parties now wish to enter into a Second Agreement to increase the scopes of work related to the Year 2 maintenance for the Program and install camera sub -systems to four (4) additional City parks. The parties also wish to amend the Agreement to include additional funds in the amount of -$295.6--7.4- to cover the increased services to be provided by Consultant and allow for additional time to badded to the Agreement solely to allow Consultant to work with the City to close out projects. The Parties therefore agree: 1. Section 1, Scope of Services, is amended to include the attached Exhibits detailing the additional scopes of work for the Year 2 maintenance costs and the four (4) City parks: • Exhibit A-2: Siemens Statement of Work - City of Santa Ana Security and Surveillance Maintenance Services Agreement (August 1, 2018 through July 31, 2019). • Exhibit A-3: Siemens Statement of Work — Chepas Park (dated January 15, 2019) • Exhibit A-4: Siemens Statement of Work — Jerome Park (dated January 15, 2019) Pa etof2 25 -5 • Exhibit A-5: Siemens Statement of Work — Santa Anita Park (dated January 15, 2019) • Exhibit A-6: Siemens Statement of Work — Memorial Park (dated January 15, 2019) 2. Section 2.a., Compensation, is amended to read: 2.a. The total amount to be expended for services during the term of this Agreement shall not exceed -$1,516,824. This amount is comprised of the sum of (1) $1,054,900 from the Agreement; (2) a contingency of up to $166,350 for additional costs or services as maybe directed by the City; and (3) $295,574 to cover additional services rendered by the Consultant for Exhibits A-2 through A-6 listed above. 3. Section 3, Term, is amended to read: This Agreement shall commence on November 9, 2017, and continue for a three (3) year term, unless terminated earlier in accordance with Section 19, below. The parties agree that after the term end date, and in order for Consultant to complete any outstanding work, Consultant shall provide all commissioning and close-out statements to the City within three (3) months. City will remit payment for any invoices or statements related to these commissioning and close-out statements for work completed during the term of the Agreement. 4. Except as modified by this Second Amendment, all other terms and conditions of the Agreement and the First Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney n By: 1 .IMt t ` VW Tamara Bogosian Assistant City Attorney FOR APPROVAL: David Valentin Chief of Police CITY OF SANTA ANA Steven Mendoza Acting City Manager SIEMENS INDUSTRY, INC.: By: Title: Page 2 of 2 25B-6 SIEMENS August 01, 2018 City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Exhibit A-2: Second Amendment to MSA (A-2017-289) Michael Dietsch Client Executive southern California City of Santa Ana Security and Surveillance Maintenance Services Agireer fent (August 1, 2018 through July 31, 2019) 1 2. Siemens shall provide the extension of its Maintenance, Monitoring, -Repair and Support Services (Siemens Service Program), at the City of,.Santa Ana, per this scope of services document. Term shall commence on August 1, 2017 and expire on July 31, 2018 and include systems at the following locations (but not limited to): a. Santa Ana City Hall, 20 Civic Center Plaza b. Ronald Reagan Federal Courthouse Building, 411 West 4'h Street ' c. Santa Ana Police Department, 60 Civic Center Plaza d. Santa Ana Library, 26 Civic Center Plaza e. Santa Ana Civic Center Area; including street lights (7) f. Orange County Courthouse 751 W. Santa Ana Boulevard g. Robert Thomas Building, 10 Civic Center - Plaza h. Everest College, 500 W Santa Ana Blvd i. State Building, 605 Santa Ana Blvd j. Federal Building, 34 Civic Center Plaza k. City of Santa Ana Jail, 62 Civic Center Plaza I. Downtown Communications and Camera Systems (Code Blue/ Cameras) m. Roosevelt Community Center n. Garfield Community Center o. Madison Park 3. Services agreement shall provide Software Maintenance Agreements for the following applications: a. Milestone XProtect Software Upgrade Program (SUP) b. Sureview Immx Software Annual Support and Maintenance (ASM) c. Hiperwall Software Maintenance Agreement (SMA) d. Health Monitoring SaaS Maintenance Agreement (SMA) e. Lexray User Licenses (subscription) 4. Services agreement shall provide extended warranty "repair and replacement` coverage for the following systems and components: Unrestricted SOW Page 11 25B-7 SIEMENS a. Milestone XProtect system Michael Dietsch Client Executive Southern California L Servers (7) b. Hiperwall Video Wall L Servers ii. Workstations (5) iii. Network switches (2) iv. Monitors (10) c. Sureview Immx I. Server d. All Siemens installed and connected cameras (304) to City Milestone .XprotectSystem e. Power Supplies f. Encoders g. Siemens supplied network switches 1. Cisco ii. HP h. Communication Radios L Ubiquiti ii. Bridgewave iii. Siklu L All connections and misc cabling provided by Siemens. 5. Services agreement shall provide preventative maintenance services on a quarterly basis for the following systems: a. Test and Inspection I. Cameras (190) ii. Encoders iii. Radios , iv. Antennas v. Power Supplies vi. Network Equipment vii. Seryers b. Cleaning , - i.. Cameras (190) ii. Power supplies iii. Antennas Preventative Maintenance (Test and Inspect): Siemens shall provide quarterly inspections and testing on all covered equipment. Based on any abnormal findings, Siemens technicians will be authorized to replace parts or alter settings and programming to optimize the systems. All findings shall be provided in a quarterly report to the client. Siemens shall maintain quarterly reports, as part of client services program portfolio. Siemens will provide all system software updates, as part of annual preventative maintenance visits. All software updates are provided at Unrestricted SOW Page 12 r SIEMENS Michael Dietsch Client Executive Southern California no additional cost, with the valid software maintenance programs (included in this program). All items included in this service shall be clearly delineated in the scope of work document. Siemens excludes the test, inspection and cleaning of SA Jail cameras. Extended Warranty (Repair and Replace): Siemens shall provide added warranty coverage for the identified components of the clients system. Repair and replacement of worn, failed and malfunctioned equipment will be provided during normal business hours, with next day service response coverage times. Should the component be of critical or of an emergency nature, Siemens shall provide 4 hour response in diagnosing of issue and beginning of repair process. Siemens may provide temporary replacement from back -stock, if available._ Siemens does not include back -stock equipment as part of this service. All afterhours, and weekend services are covered under this agreement, when required. Siemens reserves the' right) to determine between emergency and urgent request nature of all calls, under this agreement. Systems Integrity/ Compliance Monitoring and Diagnostic Reporting: Siemens to provide real- time 24/7 monitoring of system components (servers and, storage, core network and edge network components). Health monitoring of system is -critical to the maintenance of State mandated archiving requirements. Siemens utilizes network monitoring to maintain reliability, uptime, optimized configurations of hardware and software, and for diagnostic reporting that reduces life cycle costs to the system. Video Archiving Warranty: Siemens,to•provide required storage for maintaining compliance with California Government Code 34090.6. Increase in storage will be managed by Siemens on project by project basis. Diagnostic keporting will provide data reports in support of storage calculations on quarterly basis and will be presented to SAPD system manager. ■ Siemens pricing assumes execution of preventative maintenance and cleaning services to be performed during normal business hours. ■ Siemens exclddes all equipment not supplied and installed by Siemens, unless explicitly stated in this;scope of work. Such items may include (but not limited to) Cisco Network Switches provided by others, Promise storage arrays, servers and workstations not included in coverage material list. Siemens has extended warranty on Siemens supplied equipment. • Siemens' Integrity/ Compliance Monitoring and Diagnostic Reporting service is provided utilizing Siemens' cloud -based services. All software and hardware is maintained by Siemens. • Siemens excludes all foliage control, as maybe required for radio communication. • All permits and submittals to city, or local AHI, are by others and excluded from this scope of work Unrestricted SOW Page 13 25B-9 SIEMENS Michael Dietsch client Executive Southem California • SA Jail test, inspection and cleaning is excluded from base services. All equipment is covered by repair and replace services. • Siemens maintains HP OEM Partner status, Milestone Platinum Partner status and Cisco Gold Certified status. Service and maintenance is executed by appropriately trained service engineers. • Siemens requires signed agreement or acceptable client Purchase Order, prior to all work commencement, including parts acquisition or project mobilization. City of Santa Ana Security and Surveillance Maintenance Services Agreement (August 1, 2018 through July 31, 2019).............................................................£ 261,100.00 Santa Ana PDS stems Backbone (Storage and Communications): $ 168,660.00 Santa Ana Civic Center Systems: $ 24,780.00 Santa Ana Main Library. $ 5,900.00 City of Santa Ana Downtown: $ 34,210.00 Santa Ana Jail: $ 18,750.00 Garfield Community Center $ 6,400.00 Roosevelt Communit Center $0 through 2021 Madison Park: $ 2,400,00 TOTAL $ 261,100.00 Respectfully Submitted: Michael Dietsch 1 Direct: (61 9) 865-7609 Client Executive I Siemens Industry, Inc. michael.dietsch Cdsiemens.com SIEMENS 1.y� ;. 11."R Southern California Offices: Los Angeles Office: 6141 Katella Avenue I Cypress, California 90630 Main: (714) 761-2200 1 Mobile: (619) 865-7609 San Diego Office: 10100 Willow Creek Road I San Diego, California 92131 Main: (858) 693-87111 Mobile: (619) 865-7609 Unrestricted SOW Page 14 25B-10 Exhibit A-3: Second Amendment to MSA (A-2017-289) SIEMENS January 15, 2019 CtWofSantaAaa Parks & Recreation - Multisite Site Project Description of Work: Contractor is to provide electrical, low voltage and concrete contracting services for City of Santa Ana park security enhancement project that include the following sites: L Chepas Paris 2. Jerome Park 3. Santa Anita Park 4. Memorial Park Statement of Work: The below scope of work and cost reflects changes that occurred in scope ofwork and cost since May 8 2018. Work shall include the following: Qmura& Furnish and install 2 outdoor 1P cameras, one (1) fix camera on the building, one (1) multi view camera on the pole (4 camera heads),1 outdoor IP SIP loud speaker,1 server, l network switch,1 vertical wall mounted server rack, all associated cabling, associated power supplies and programming, per the following: l.ieht Pole - Next to Basketball Court • Work with the parks department in the new playground area to install underground conduit in a trench between the building and the light pole at a minimum of 2 ft deep between the light pole and the recreation building. Where the conduit is exposed above the ground to the public, rigid conduit will be used. • Cut the concrete where necessary for the trench line and replace. Remove the concrete from score line to score line where it is reasonably possible. Pin all concrete replacement Place in -ground pull boxes where necessary. Backfill the inside of the pull boxes with dirt and a V slurry cover after the final inspections. • Pole Mount one (1) multi view camera on the pole (4 camera heads) on the pole with any necessary enclosures. • Run Cat6 OSP outdoor rated cables from the IDF enclosure inside the Recreation Building to all equipment mounted on the building and the pole. .1 ,uu 1 F �.i• • Install one (1) network fixed camera on the roofs edge viewing the restroom entrances and install rigid conduit where it is exposed on the exterior of the building. • Install one (1) outdoor loud speaker on the side of the building facing towards the street • Install Cat6 OPS cable to the camera and the loud speaker from the IN enclosure. • Install inside the building on the wall above the computer desk, on a fire rated backboard, a vertical low profile IN enclosure, server, PoE switch and other miscellaneous items inside Page I 1 25B-11 SIEMENS the enclosure. Provide inside the IDF enclosure a 120vac quad outlet on a dedicated 20amp circuit, or connect to the existing network equipment receptacle circuit in the office. All indoor conduits may be EMT. Route all cabling and wiring up above the T -bar ceiling panels. • Connect to the city network switch. 1. All required fire stopping shall be UL listed 3M Fire barrier Caulk or 4hr, UL rated equivalent is required. Retain one (1) used cartridge for documentation. 2. Each pole and field enclosure location shall be interconnected via conduit. 3. All outdoor equipmentshall be weatherproofed to protect devices, cabling and structures from the outdoor elements. 4. All risers and lateral connections into the field enclosures, both Security and IT/Telecom enclosures shall be schedule 80 rigid steel construction. S. Conduit elbows may be schedule 80 PVC construction, assuming the connection to steel risers occurs within the concrete foundation. Any conduit elbows that are not embedded within a concrete foundation shall be schedule 80 and rigid steel construction. 6. All above ground conduit shall be galvanized rigid steel unless otherwise noted. 7. Conduit runs shall allow for SO%additional capacity. All conduits shall have a "pull string" installed and remain for future use. B. All work shall meet or exceed the latest requirements of all national, state, county and municipal codes. 9. All required permits and inspection certificates shall be provided by others. 10. All work shall conform to the National Electrical Code, National Fire Codes, NFPA Life Safety Code and other local codes. General Terms & Conditions: 11. Prior to any daily work being conducted, a safety tailboard meeting shall be conducted with all contractors and site personnel. This training will be re -conducted every time there are new personnel working on site. 12. All affiliates of the contractor shall dress in appropriate work attire bearing their respective company logo for recognition. When working at the Police Department all affiliates of the contractor shall report to CDC, for sign in and temporary badging for the day. They must also notify a Siemens and/or City's site representative every time they are to be on site. Failure to adhere to the rules set forth in this and subsequent CoSA issued documents regarding security protocol shall be grounds for removal from the site. 13. The contractor shall be responsible for the cleanup at the site after each day of work. Failure to adhere to workplace neatness shall be remedied at Siemens's expense and subtracted from the overall cost of the project 14. Work conducted at the site shall be coordinated in advance with the Siemens project manager and on the site personnel/representative. Schedule and designated working procedures will be adhered to unless otherwise agreed to by all parties in writing. 1S. Existing Conditions: Prior to commencing work at site, verify the agreement of existing conditions with indicated conditions. Notify the Siemens Project Manager of discrepancies found. Start of work without notification constitutes acceptance of condition, without extra cause for costs. Page 12 25B-12 SIEMENS 16. Discrepancies: Should any discrepancy exist on drawings or in the specifications, or between the drawings and specifications, the contractor shall bring the discrepancy to the attention of the Siemens Project Manager for clarification. 17. Construct barricades, lights, or other guards about the work area shall be supplied if required by local ordinances or public safety and necessity, as related to this contract. City of Santa Ana Parks and Recreation Security Program: Chepas Park Security Integration Program..............................................................-.$ 51,817.67 ReSised January 15 2019 - Materiat Labor. Freight, Wamnty, CA Tax Materials, Equipment Shipping and Warranty: $18,931.06 Siemens Project Management. Programming and Commissioning: $ 11,187.68 Construction Installation, Contracting and Equipment Rental. $ 21,698.92 Total. $ 51,817.67 Page 13 25B-13 Exhibit A-4: Second Amendment to MSA (A-2017-289) SIEMENS January 15, 2019 011y of Santa A02 Parks & Recreation — Multisite Site Project Description of Work: Contractor is to provide electrical, low voltage and concrete contracting services for City of Santa Ana park security enhancement project that include the following sites: 1. Chepas Park Z jetomePark 3. Santa Anita Park 4. Memorial Park Statement of Work: The below scope of work and cost reflects changes that occurred in scope of work and cost since May 8 2018. Work shall include the following: leromePa& Furnish and install 13 outdoor IP cameras, l Code Blue tower, 6 outdoor IP SIP loud speakers, l server, 5 PoE network switches,1 vertical wall mounted server rack, 8 network wireless radio links, all associated cabling, associated power supplies and programming, per the following: Recreation/ omm unity Center Building • Replace five (5) outdoor fixed cameras mounted on the building. Install EMT conduit where itis exposed on the exterior of the building within the public reach. Use the existing coax cable. • Install three (3) outdoor loud speakers on the outside side of the building next to existing cameras locations so that the existing coax cable will be used for both. • Install one (1) Ubiquity radio link connecting the senior citizen community radio link. • The parks will supply a workstation and monitor for the front desk. • Install one (1) switch at the front desk • The parks will provide two (2) ports to their network switch for internal building use. • Inside the first floor electrical panel room located off of the computer lab, install on the wall next to the fire panel a new vertical mounted low profile server cabinet and server on a fire rated backboard. Provide inside the server enclosure a 120vac quad outlet on a dedicated 20amp circuit All cabling from the new server shall be in EMT conduit unless it is mounted 10 ft. up the wall, then it may be surface mounted. • Install a Cath cable between the new server in the electrical panel room and the city network switch located in the second floor IDF room directly above the electrical panel room. • Install Cath OSP cable for one (1) Ubiquity radio link. Senior Citizen Community Buildine Page j 1 25B-14 SIEMENS • Install one (1) outdoor camera mounted on the building viewing the front door entrance. • Install rigid conduit where it is exposed on the exterior of the building within the public reach, or utilize pre-existing conduits. • Install one (1) outdoor loud speaker next to the camera location. • Install Cat6 cable between the cameras, the loud speakers, and the new IDF enclosure. • Install one (1) PTZ camera on the radio pole facing Jerome Center. • Install two (2) Ubiquiti radio links on the rear of the building, one (1) pointed at a Ubiquiti radio link mounted the on the Community Center, one (1) pointed at the ball park public restrooms rooftop. • Install power supplies for camera and radios in the IDF room using an existing 120vac circuit • Install a Cat6 cable for all new devices. Corbin Center • Install rigid conduit where it is exposed on the exterior of the building within the public reach, or utilize pre-existing conduits. • Install one (1) fixed camera at the corner of the Corbin Center looking into the alley. • Install Cath cable for all new devices. • Install one (1) outdoor fixed camera mounted on the building viewing the restroom entrances. • Install one (1) outdoor PTZ camera on the building roof radio pole looking at the bleacher area between the 2 ball fields. • Install one (1) outdoor loud speaker. The location to be determined in the field. • Install rigid conduitwhere it is exposed on the exterior of the building within the public reach, or utilize pre-existing conduits. • Install Cat6 cable between the cameras, loud speaker, and the new IDF enclosure. • Install two (2) Ubiquiti radio links on the roof top pole mounted. One (1) radio link will be pointed at a Ubiquiti radio link mounted on the Senior Citizen Center Building, and one (1) pointed at Ubiquiti radio link located next to the baseball field high light pole located to the west of the scoreboard. • Install in the electrical room an IDF enclosure and a 120vac quad outlet on a dedicated 20amp circuit All cabling from the new IDF enclosure shall be in EMT conduit unless it is mounted 10 it up the wall, then it may be surface mounted. • Install Cat6 cable for all new equipment High Lieht Pole West of the Scoreboard • Pole mount two (2) Ubiquiti radio links. One (1) pointed at the restroom radio link, and one (1) pointed ata radio link mounted on water pump station. • Pole mount one (1) NEMA enclosure, PoE network switch, and power supplies for the pole mounted equipment • Install Cat6 OSP cable for all outdoor equipment • Trench a minimum of 2 ft. deep between the light pole and the Code Blue Tower base. Place in the trench PVC conduits and wire for 120vac 20 amp power and Cath (data) from the Code Blue Tower to the pole NEMA enclosure. Install in -ground pull boxes as needed. Where the conduit is exposed to the public use rigid conduit Backfill the inside of the pull Page 12 25B-15 SIEMENS boxes with dirt and a 1" slurry cover after the final inspections. • Trench a minimum of 2 ft. deep between the light pole and the Code Blue Tower base. Place in the trench PVC conduit and wire for 120vac 20 amp power for the Code Blue Tower receptacle. Verify circuit is in proper working order. Install new 20 amp circuit if required. Keep power for scoreboard. • Install concrete base 24" base x 36" deep, insure concert base is sloped to for water to run off from CodeBlue Tower. • Install CodeBlue tower on concrete base • Install I10VAC quad outlet to base of CodeBlue Tower. • Siemens shall mount all cameras (one (1) PTZ and one (1) 360 deg camera) on CodeBlue Tower. Water Company Pump Station Building • Install on the roof edge one custom pole mount • Pole mount one (1) outdoor PTZ camera. • Pole mount one (1) outdoor loud speaker. • Pole mount one (1) Ubiquity radio link pointed at the high pole west of the scoreboard radio link. • Install one (1) NEMA enclosure inside the building. • Install equipment power supplies and one (1) PoE Switch in the enclosure. • Install a 120vac quad outlet in the enclosure connected to the closest 120vac power source inside the building. • Install Cat6 OSP cabling for all outdoor equipment Additional Installation Requirements: 1. All required fire stopping shall be UL listed 3M Fire barrier Caulk or 4hr, UL rated equivalent is required. Retain one (1) used cartridge for documentation. 2. Each pole and field enclosure location shall be interconnected via conduit 3. All outdoor equipment shall be weather proofed to protect devices, cabling and structures from the outdoor elements. 4. All risers and lateral connections into the field enclosures, both Security and IT/Telecom enclosures shall be schedule 80 rigid steel construction. S. Conduit elbows may be schedule 80 PVC construction, assuming the connection to steel risers occurs within the concrete foundation. Any conduit elbows that are not embedded within a concrete foundation shall be schedule 80 and rigid steel construction. 6. All above ground conduit shall be galvanized rigid steel unless otherwise noted. 7. Conduit runs shall allow for 50% additional capacity. All conduits shall have a "pull string" installed and remain for future use. 8. All work shall meet or exceed the latest requirements of all national, state, county and municipal codes. 9. All required permits and inspection certificates shall be provided by others. 10. All work shall conform to the National Electrical Code, National Fire Codes, NFPA Life Safety Code and other local codes. Page 13 25B-16 SIEMENS General Terms & Conditions: j 11. Prior to any daily work being conducted, a safety tailboard meeting shall be conducted with all contractors and site personnel. This training will be re -conducted every time there are new personnel working on site. 12. All affiliates of the contractor shall dress in appropriate work attire bearing their respective company logo for recognition. When working at the Police Department all affiliates of the contractorshall report to CDC, for sign in and temporary badging for the day. They must also notify a Siemens and/or City's site representative every time they are to be on site. Failure to adhere to the rules set forth in this and subsequent CoSA issued documents regarding security protocol shall be grounds for removal from the site. 13. The contractor shall be responsible for the cleanup at the site after each day of work. Failure to adhere to workplace neatness shall be remedied at Siemens's expense and subtracted from the overall cost of the project 14. Work conducted at the site shall be coordinated in advance with the Siemens project manager and on the site personnel/representative. Schedule and designated working procedures will be adhered to unless otherwise agreed to by all parties in writing. 15. Existing Conditions: Prior to commencing work at site, verify the agreement of existing conditions with indicated conditions. Notify the Siemens Project Manager of discrepancies found. Start of work without notification constitutes acceptance of condition, without extra cause for costs. 16. Discrepancies: Should any discrepancy exist on drawings or in the specifications, or between the drawings and specifications, the contractor shall bring the discrepancy to the attention of the Siemens Project Manager for clarification. 17. Construct barricades, lights, or other guards about the work area shall be supplied if required by local ordinances or public safety and necessity, as related to this contract City of Santa Ana Parks and Recreation Security Program: Jerome Park Security Integration Program..............................................................$ 172,22051 Revisedianuary 152014- Material, Labor, Freight. Waronty, CA Tax Materials, Equipment Shipping and Warranty: $ 71,353.18 Siemens Project Management Programming and Commissioning: $ 44,439.34 Construction Installation, Contracting and Equipment Rental: $ 56,427.99 Total: $ 172,22051 Page 14 25B-17 Exhibit A-5: Second Amendment to MSA (A-2017-289) SIEMENS January 15, 2019 C31tyotSantaAna Parks & Recreation — Multisite Site Project Description of Work: Contractor is to provide electrical, low voltage and concrete contracting services for City of Santa Ana park security enhancement project that include the following sites: 1. Chepas Park 2. Jerome Park 3. StintaAaftaPark 4. Memorial Park Statement of Work The below scope of work and cost reflects changes that occurred in scope ofwork and cost since May 8 2018. Work shall include the following: Furnish and install 7 outdoor IP cameras, 3 outdoor IP SIP loud speakers, l server,1 Poll network switch,1 vertical wall mounted server rack, all associated cabling, associated power supplies and programming, per the following: Recreation/Community Center Building • Install seven (6) outdoor fixed cameras mounted on the building, viewing the surround park and restrooms entrance. • Install EMT conduit on the exterior of the building roof top areas. • Install three (3) outdoor loud speakers mounted on the building. • Install one (1) outdoor PTL camera on a custom built fence pole extension at the rear of the swimming pool fence line corner. Install rigid conduit on the upper fence line from the PTL camera to the building. • The Parks Dept will modify a fence gate to accommodate the new conduit path above the gate. • Install inside the building electrical room on a fire rated backboard, a vertical low profile IDF enclosure, server, PoE switch and other miscellaneous items inside the enclosure. Provide inside the IDF enclosure a 120vac quad outlet on a dedicated 20amp circuit • Install Cat6 OSP cable for all outdoor equipment • Connect to the city network switch. Additional Installation Requirements: 1. All required fire stopping shall be UL listed 3M Fire barrier Caulk or Or, UL rated equivalent is required. Retain one (1) used cartridge for documentation. 2. Each pole and field enclosure location shall be interconnected via conduit Page I 1 25B-18 SIEMENS 3. All outdoor equipment shall be weather proofed to protect devices, cabling and structures from the outdoor elements. 4. All risers and lateral connections into the field enclosures, both Security and IT/Telecom enclosures shall be schedule 80 rigid steel construction. S. Conduit elbows may be schedule 80 PVC construction, assuming the connection to steel risers occurs within the concrete foundation. Any conduit elbows that are not embedded within a concrete foundation shall be schedule 80 and rigid steel construction. 6. All above ground conduit shall be galvanized rigid steel unless otherwise noted. 7. Conduit runs shall allow for 50% additional capacity. All conduits shall have a "pull string" installed and remain for future use. 8. All work shall meet or exceed the latest requirements of all national, state, county and municipal codes. 9. All required permits and inspection certificates shall be provided by others. 10. All work shall conform to the National Electrical Code, National Fire Codes, NFPA Life Safety Code and other local codes. General Terms & Conditions: 11. Prior to any daily work being conducted, a safety tailboard meeting shall be conducted with all contractors and site personnel. This training will be re -conducted every time there are new personnel working on site. 12. All affiliates of the contractor shall dress in appropriate work attire bearing their respective company logo for recognition. When working at the Police Department all affiliates of the contractor shall report to CDC, for sign in and temporary badging for the day. They must also notify a Siemens and/or City's site representative every time they are to be on site. Failure to adhere to the rules set forth in this and subsequent CoSA issued documents regarding security protocol shall be grounds for removal from the site. 13. The contractor shall be responsible for the cleanup at the site after each day of work Failure to adhere to workplace neatness shall be remedied at Siemens's expense and subtracted from the overall cost of the project 14. Work conducted at the site shall be coordinated in advance with the Siemens project manager and on the site personnel/representative. Schedule and designated working procedures will be adhered to unless otherwise agreed to by all parties in writing. 15. Existing Conditions: Prior to commencing work at site, verify the agreement of existing conditions with indicated conditions. Notify the Siemens Project Manager of discrepancies found. Start of work without notification constitutes acceptance of condition, without extra cause for costs. 16. Discrepancies: Should any discrepancy exist on drawings or in the specifications, or between the drawings and specifications, the contractor shall bring the discrepancy to the attention of the Siemens Project Manager for clarification. 17. Construct barricades, lights, or other guards about the work area shall be supplied if required by local ordinances or public safety and necessity, as related to this contract Page 12 25B-19 SIEMENS City of Santa Ana Parks and Recreation Security Program: Santa Anita Park Security Integration Program........................................................$ 60,69S.S8 Revised/anuary4520,19-Material Labar, Freight Warunty, CA Tax Materials, Equipment, Shipping and Warranty: $28,158.80 Siemens Project Management, Programming and Commissioning: $11,941.26 Construction Installation, Contracting and EquipmentRenmL $20,595.52 Total. • $60,69558 Page 13 25B-20 Exhibit A-6: Second Amendment to MSA (A-2017-289) SIEMENS January 15, 2019 aty of Santa Ana Parks & Recreation — Multisite Site Project Description of Work: Contractor is to provide electrical, low voltage and concrete contracting services for City of Santa Ana park security enhancement project that include the following sites: 1. Chepas Park 2. Jerome Park 3. Santa Anita Park 4. Me norW Park Statement of Work: The below scope of work and cost reflects changes that occurred in scope of work and cost since May 8 2018. Work shall include the following: Furnish and install 8 outdoor IP cameras, 3 outdoor IP SIP loud speakers, l server, 3 PoE network switches,1 vertical wall mounted server rack, 4 network wireless radio links, all associated cabling, associated power supplies and programming, per the following: Recreation/Community Center Swimming Pool Building • Install one (1) outdoor fixed camera mounted on the building, viewing the exercise area. Install EMT conduit on the exterior of the building roof top areas. • Install one (1) outdoor PTZ camera mounted on the park side of the building. • Install one (1) outdoor loud speaker mounted on the park side of the building. • Install one (1) Ubiquiti radio link pointing to the Restroom building/Concession next to the street • Install inside the building electrical room on a fire rated backboard, a vertical low profile IDF enclosure, server, PoE switch and other miscellaneous items inside the enclosure. Provide inside the IDF enclosure a 120vac quad outlet on a dedicated 20amp circuit • Install Cat6 OSP cable for all outdoor equipment • Connect to the city network switch. Use existing power at the high light pole next to bleachers in front of restroom. Install (1) PTZ camera, one(1) fix camera pointing to the restroom entrance, one (1) outdoor loud speaker, and one (1) Ubiquiti radio link, with any necessary enclosures. The radio link will point to the radio link on the Restroom Building/Concession next to the street Install Cat6 OSP outdoor rated cables for all equipment on the pole. Page I 1 25B-21 SIEMENS • Install two (2) network fixed cameras on the roofs edge viewing each corners of the park towards the bleachers. • Install two (2) network fixed cameras on the roof edge viewing the street parking and building facing towards the street • Install rigid conduit where it is exposed on the exterior of the building. All indoor conduits may be EMT. • Install one (1) outdoor loud speaker on the side of the building facing towards the street • Install on a custom roof pole mount two (2) Ubiquiti radio links, one (1) pointing to the high light pole next to bleachers, one (1) pointing to the community center swimming pool building. • Install Cat6 cable to the cameras and the loud speaker from the IDF enclosure. • Install inside the building electrical panel room on a fire rated backboard, a vertical low profile IDF enclosure, server, PoE switch and other miscellaneous items inside the enclosure. Provide inside the IDF enclosure a 120vac quad outlet on a dedicated 20amp circuit Additional Installation Requirements: 1. All required fire stopping shall be UL listed 3M Fire barrier Caulk or 4hr, UL rated equivalent is required. Retain one (1) used cartridge for documentation. 2. Each pole and field enclosure location shall be interconnected via conduit 3. All outdoor equipment shall be weather proofed to protect devices, cabling and structures from the outdoor elements. 4.. All risers and lateral connections into the Field enclosures, both Security and IT/Telecom enclosures shall be schedule 80 rigid steel construction. S. Conduit elbows may be schedule 80 PVC construction, assuming the connection to steel risers occurs within the concrete foundation. Any conduit elbows that are not embedded within a concrete foundation shall be schedule 80 and rigid steel construction. 6. All above ground conduit shall be galvanized rigid steel unless otherwise noted. 7. Conduit runs shall allow for 50% additional capacity. All conduits shall have a "pull string" installed and remain for future use. B. All work shall meet or exceed the latest requirements of all national, state, county and municipal codes. 9. All required permits and inspection certificates shall be provided by others. 10. All work shall conform to the National Electrical Code, National Fire Codes, NFPA Life Safety Code and other local codes. General Terms & Conditions: 11. Prior to any daily work being conducted, a safety tailboard meeting shall be conducted with all contractors and site personnel. This training will be re -conducted every time there are new personnel working on site. 12. All affiliates of the contractor shall dress in appropriate work attire bearing their respective company logo for recognition. When working at the Police Department all affiliates of the contractor shall report to CDC, for sign in and temporary badging for the day. They must Page 12 25B-22 SIEMENS also notify a Siemens and/or City's site representative every time they are to be on site. Failure to adhere to the rules set forth in this and subsequent CoSA issued documents regarding security protocol shall be grounds for removal from the site. 13. The contractor shall be responsible for the cleanup at the site after each day of work. Failure to adhere to workplace neatness shall be remedied at Siemens's expense and subtracted from the overall cost of the project. 14. Work conducted at the site shall be coordinated in advance with the Siemens project manager and on the site personnel/representative. Schedule and designated working procedures will be adhered to unless otherwise agreed to by all parties in writing. 15. Existing Conditions: Prior to commencing work at site, verify the agreement of existing conditions with indicated conditions. Notify the Siemens Project Manager of discrepancies found. Start of work without notification constitutes acceptance of condition, without extra cause for costs. 16. Discrepancies: Should any discrepancy exist on drawings or in the specifications, or between the drawings and specifications, the contractor shall bring the discrepancy to the attention of the Siemens Project Manager for clarification. 17. Construct barricades, lights, or other guards about the work area shall be supplied if required by local ordinances or public safety and necessity, as related to this contract City of Santa Ana Parks and Recreation Security Program: Memorial Park Security Integration Program.........................................................5 114,739.63 kevJsed anu_ary33_52019- Materia I. Labor, Fmgh4 Wamnry, CA Tax Materials, Equipment, Shipping and Warranty: $41,688.39 Siemens Project Managemen 4 Programming and Commissioning: $36,010.93 Construction Installation, Contracting and Equipment Rental: $37,040.30 Total: S 114,739.63 Page 13 25B-23 25B-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE AGREEMENT WITH CALIFORNIA FORENSIC PHLEBOTOMY FOR BLOOD TECHNICIAN SERVICES {STRATEGIC PLAN NO.1, 1F} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a three-year agreement with California Forensic Phlebotomy, for the period of March 5, 2019 through March 4, 2022, to perform blood related technician services, in an amount not to exceed $155,343 (including a $15,000 contingency), subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION California Forensic Phlebotomy (CFP) is the current provider of blood and breath technician services for all Orange County law enforcement agencies. These technicians are responsible for drawing blood in a medically approved manner, retaining these items through an evidentiary approved process and relinquishing them to the Orange County Crime Lab for analysis. The Santa Ana Police Department calls on CFP for blood and breath technician services to take blood and breath samples from individuals that have been involed in incidents where drugs and/or alcohol are suspected. The Santa Ana Police Department, Traffic Division has utilized CFP since 1992 and has confirmed it remains the contracted provider for this service in Orange County. CFP is used solely by County Agencies, County Contracted Cities, County Lab, and every incorporated city within Orange County. CFP is the only company in the County where employees remain on-call at all times, seven (7) days per week, twenty-four(24) hours per day, three hundred sixty-five days (365) a year to conduct blood draws as requested. This allows CFP to repond to requests for service within 45 minutes. CFP has extensive experience in the policy and procedures of the Orange County Sheriff Department Forensic Sciences Lab. In addition, CFP employees are required to complete an extensive background check and have access to secured areas. CFP staff also understand the requirements and expectations of the Santa Ana Police Department regarding blood sample draws. The Police Department will pay CFP $97.46 per draw for their services. On average, CFP will perform 30 draws per month for the Police Department. The current agreement with CFP expired on November 20, 2018 and this new agreement will cover the period of March 5, 2019 through March 4, 2022. In addition, the City will recognize and pay Contractor for services provided during 25C-1 Agreement with California Forensic Phlebotomy March 5, 2019 Page 2 the period from November 20, 2018, to the agreement effective date of March 5, 2019. The Police Department anticipates using $46,781 per year for these services, plus a $15,000 contingency, for a total three-year not to exceed amount of $155,343. CFP has been accommodating, professional and consistent in the provision of its services, and the Police Department recommends approval of the proposed three-year agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts 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 F (Enhance the Police Department's community policing philosophy to balance both traditional policing and problem solving strategies to address and reduce violent, property and gang related crimes.) FISCAL IMPACT Funds in the amount of $155,343 are available in the Police Department's Field Operations contract services account (no. 01114420-62300) for the following fiscal years. m Chief of Police Santa Ana Police Department FY 2018-19 $30,206 FY 2019-20 $51,781 FY 2020-21 $51,781 FY 2021-22 $21,575 Total $155,343 APPROVED AS TO FUNDS AND ACCOUNTS: /L7'V Ka h n Down6, CPA Executive Director jK(-sa.3 Finance and Management Services Agency Exhibit: 1. Agreement with California Forensic Phlebotomy 25C-2 Exhibit 1 AGREEMENT TO PROVIDE BLOOD DRAWING AND EVIDENCE CUSTODIAN SERVICES THIS AGREEMENT is made and entered into on this 5th day of March, 2019 by and between, California Forensic Phlebotomy ("CFP" or "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 City desires to retain a Contractor having special skill and knowledge in the field of drawing blood on a routine and continual basis for the Santa Ana Police Department. CFP is the Sole Source blood draw and evidence custodian for all law enforcement agencies in the County of Orange. B. Contractor has previously provided services to the City and its most recent Agreement with the City (A-2017-337) expired on November 20, 2018. C. Contractor represents that Contractor is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the drawing of blood on a routine and continual basis and evidence custodian for the Santa Ana Police Department as set forth in Exhibit A, attached hereto and incorporated herein by reference. 2. COMPENSATION a. The City agrees to pay, and Contractor agrees to accept a rate of $97.46 per draw. The total yearly amount to be expended, during the term of this Agreement, shall not exceed $46,781 per year. The total amount to be expended under the term of this Agreement sli $,B5;343: --,The sum of this amount shall include $140,343 for the base Agreement and a contingency amount of $15,000 for work assigned at the sole discretion of the City. In addition, City will recognize and pay Contractor for services 25C-3 provided during the period from November 20, 2018, to the effective date noted in Section 3 below. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for a three (3) year period until March 4, 2022, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). 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: 25C-4 a. Commercial General Liability hrsurance. 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, 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. d. 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 (3 0) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's 25C-5 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. INDENINIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to. the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDENINIFICATION 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. PJB N"MNOR 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 25C-6 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 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. NON-DISCREMINATION 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. 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 is not embodied herein. 25C-7 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 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. TERNYIINATION 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(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and 25C-8 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. 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 fust 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: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8007 To Contractor: California Forensics Phlebotomy 27762 Antonio Parkway Suite #L1-647 Ladera Ranch, CA 92694 Attn: Russ Liedhohn 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. 25C-9 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: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM: SONIA R CARVALHO City omey k�--� B. 1 Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA Steven Mendoza Acting City Manager CALIFORNIA FORENSICS PHLEBOTOMY, INC.: Russ Liedholm President 25C-10 EXIMIT A SCOPE OF SERVICES 25C-11 CFP California Forensic Phlebotomy, Inc. www.californiaforensicphlebotomy.com SCOPE OF WORK 27762 Antonio Parkway, Suite L1-647 Ladera Ranch, CA 92694 24 Hour Technician Response (714) 529-0515 Administration (949) 309-2459 Fax (949) 203-2133 cvc23158@aol.com Contractor to provide employees who shall remain available on an on-call basis at all times, seven (7) days per week, twenty-four (24) hours per day, three hundred sixty five (365) a year, and agree to said employees to conduct tests identified in the City agreement, as requested. Locations for taking of blood samples shall include, but not limited to: Santa Ana Police Department, local hospitals, Orange County Jail field locations in and around the City of Santa Ana. Contractor to provide related employees to appear and conduct requested tests within forty-five (45) minutes of such request. Contractor to provide twenty-four (24) access to a supervisor to remedy any problems or questions that may arise. Contractor to provide medical supplies and equipment necessary to conduct tests at no cost to the City. Contractor to provide transportation for employees at no cost to the City. Contractor's employees, upon request of the City and/or the Orange County District Attorney, shall appear in court or any other designated location, at no additional cost, for the purpose of discussion or testimony concerning collecting of samples. Contractor's said employees agree to appear in court at the time designated by the City and/or the Orange County District Attorney. The City and/or the District Attorney will provide at least two (2) hours' notice to such appearance. In addition to applicable laws, all blood sample collection and subsequent handling shall be conducted in accordance with direction and procedures prescribed by the Orange County Sheriff Department Forensic Sciences Services Division. Only employees of the Contractor, deemed acceptable by the City, hereunder shall perform services; the City will refuse to permit blood samples to be collected by any employee of Contractor considered, by the City in its sole discretion, to be unacceptable. All blood samples shall be refrigerated immediately and deposited by the Contractor at the County of Orange's refrigerated blood locker within (6) hours of withdrawal. Contractor to provide at Contractors expense, supplies necessary to ensure that blood samples are properly refrigerated as directed by the Orange County Sheriff Department Forensic Science Services Division. 25C-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE AN AGREEMENT WITH BENEFIT FINANCIAL SERVICES GROUP FOR PLAN AND INVESTMENT ADVISORY SERVICES PERTAINING TO THE 457 DEFERRED COMPENSATION PLAN {STRATEGIC PLAN NO. 7,41 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2nd Reading, ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Benefit Financial Services Group ("BFSG") for plan and investment advisory services ("services") pertaining to the 457 Deferred Compensation Plan for an initial three-year term beginning March 5, 2019 through December 31, 2022 for an annual not -to -exceed amount of $28,000, with a provision for a two-year extension exercisable by the City Manager and the City Attorney for an annual not -to -exceed amount of $28,000 for a total aggregate of $140,000 (including extension), subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION The City of Santa Ana offers full-time employees a 457 Deferred Compensation Plan ("plan" or "457 plan"), which was established in 1973, with the adoption of City Resolution 73-021, along with a corresponding US Internal Revenue Service approval. The plan is a voluntary deferral program that is separate and distinct from the CaIPERS 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 own current earnings on a pre-tax and/or after tax basis. Currently, the 457 Plan is administered through the Finance & Management Services Agency; and, as of January 31, 2018, the Plan holds $111.9 million in Plan Assets for 1,164 participants. Resolution 73-021 also established an oversight Committee to be appointed by the City Manager. The oversight of the Plan is now provided by the Plan Administrative and Investment Committee and the fiduciary responsibility lies within the Committee ("Committee"), which is comprised of the Executive Director of Finance, the Assistant Finance Director, the Treasury Manager and the Budget Analyst. Oversight activities conducted by the Committee include, but are not limited to: quarterly performance review of investments, analysis of investment options, maintaining and 25D-1 Agreement with Benefit Financial Services Group 457 Deferred Compensation Plan March 5, 2019 Page 2 revising, when necessary, the Plan's Investment Policy Statement, and ensuring the Plan's cost effectiveness. In addition, the Committee has utilized a third party consultant to assist in monitoring the plan and also to provide independent investment advice and analysis. As a best practice, staff issues Request for Proposals ("RFP") for every aspect of the plan every seven years. Most recently (October 2018), staff recommended and the City Council approved the selection of Prudential as the new plan provider and recordkeeper after a thorough competitive bidding process. The City Council also authorized staff to issue an RFP for Plan and Investment Advisory services related to the 457 Plan. Request for Proposals On November 21, 2018, staff issued an RFP for the aforementioned services. Four proposals were received and were evaluated by the Committee based on the following criteria: 1) Relevant Experience (30 pts); 2) Proposed Work Plan (30 pts); 3) Cost Proposal (30 pts); and 4) References (10 pts) The firms were ranked accordingly, as follows: Rank Firm 1 Benefit Financial Services Group "BFSG" 2 Has Group 3 Sa eView Advisory Group 4 Qualified Plan Advisors BFSG's proposal met and exceeded the Committee's requirements and needs in all areas. BFSG's strong qualifications, highly relevant experience, proactive and innovative service model and highly competitive fees will provide the best value for the plan and its participants. BFSG has extensive experience in assisting 457 Committees across Orange County and the state of California. 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). 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. Although the fees will be 25D-2 Agreement with Benefit Financial Services Group 457 Deferred Compensation Plan March 5, 2019 Page 3 reimbursed from plan assets, for illustrative purposes, the fees for these services per participant total to approximately $23.91 annually. Kat n Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. BFSG Agreement AC 25D-3 25D-4 EXHIBIT 1 AGREEMENT TO PROVIDE INDEPENDANT INVESTMENT ADVISORY SERVICES PERTAINING TO THE CITY'S 457 DEFERRED COMPENSATION PLAN THIS AGREEMENT is made and entered into this 5th day of March, 2019 by and between Benefit Financial Services Group, LLC, a California Limited Liability Corporation and SEC registered investment advisor and wholly-owned, indirect subsidiary of Focus Financial Partners ("BFSG" or "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in monitoring investments and providing independent investment advice pertaining to the City's 457 Deferred Compensation Plan ("Plan') to assist the City's Plan Administrative and Investment Committee ("Committee") with oversight of the Plan. B. On November 21, 2018, City issued a Request for Proposal ("RFP") No. 18-102 for independent investment advisory services pertaining to the Plan. There were four proposals submitted in response and those proposals were evaluated by the Committee. Consultant was selected as the most qualified vendor. C. Consultant represents that it is able and willing to provide the requested independent investment advisory services to assist the Committee in monitoring the Plan as outlined in Consultant's proposal dated December 19, 2018 and submitted in response to City's RFP. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform independent investment advisory services to assist Committee in monitoring the Plan as set forth in the scope of services, attached hereto as Exhibit A and as outlined in Consultant's proposal dated December 19, 2018 submitted in response to City's RFP incorporated by reference as though fully set forth herein in its entirety. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services pursuant to this Agreement, a flat fee of $28,000 a year. The total sum to be expended under this Agreement shall not exceed $281,000 annually. For the term of this Pagel of 9 25D-5 Agreement, ;the tofalzt�iot �q ex,eed amountrrincluding any optional extensions, shall be tom, N. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. kl YaR131 This Agreement shall commence on the date first written above for a term of three years expiring on December 31, 2022 unless terminated earlier in accordance with Section 15, below. This Agreement also includes one optional two-year extension exercisable by the City with the approval of the Consultant pursuant to a writing executed by the City Manager and approved as to form by the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. 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. Page 2 of 9 25D-6 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. 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 Page 3 of 9 25D-7 been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (l) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the.extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. V�Role) t7-111 Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 9 25D-8 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 infonmation except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 9 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director of the Finance and Management Services Agency may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 6 of 9 25D-10 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director of Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, CA 92702 Fax: 714-647-5414 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 25D-11 Page 7 of 9 To Consultant: Darren Stewart, J.D. Vice President and Secretary 2040 Main Street Suite 150 Irvine, CA 92614 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: KATHYRN DOWNS, CPA Executive Director Finance and Management Services Agency CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager BENEFIT FINANCIAL SERVICES GROUP Darren Stewart Vice President and Secretary Page 8 of 9 25D-12 EXHIBIT A SCOPE OF SERVICES 25D-13 Appendix ATTACHMENT 1 SCOPE OF WORK Introduction and Background 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. Currently, the City's 457 Deferred Compensation Plan holds approximately $114 million in Plan Assets for 1,171 participants and is administered through the Finance & Management Services Agency. The Committee is comprised of the Executive Director of Finance, the Assistant Finance Director, the Treasury Manager and the Budget Analyst. The Committee recently transitioned the record keeping aspect of its 457 (b) Plan to Prudential on 10/1/2018. As such, the Committee is soliciting a firm that will work hand-in-hand with the Committee and Prudential in order to assist in the comprehensive management of the Plan. In addition, the Committee is considering adding a self-directed brokerage account to allow certain participants to invest in Mutual Funds outside of the Plan's official investment lineup. Description of Work The City of Santa Ana is seeking highly qualified firms to provide plan administration, investment and communication related services for the city's current 457 Deferred Compensation Retirement Plan. Such services include but are not limited to the following: Administrative: • Plan Design Compliance • Regulatory/technical guidance • Prepare annual Plan Provider cost analysis • Assist in the development of Request for Proposals for Plan Provider, when the RFP is needed • Assist in ensuring best practices are met in the interest of the participants Investment: • Conduct up to four quarterly reviews of investment options • Conduct due diligence on current investment options and make recommendations on alternative options • Assist in implementing fund changes and transitions • Maintain and revise the Investment Policy Statement for the Plan • Attend on-site meetings and provide recorded minutes for each meeting/conference call • Ensure best practices are met in the review & evaluation of investment options Communication: • Assist the Committee with developing marketing and education strategies for participants • Assist the Committee with developing marketing & education materials • Provide educational seminars that will supplement the seminars conducted by the Plan Provider Of REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AGREEMENT FOR MAIL PROCESSING SERVICES WITH PITNEY BOWES PRESORT SERVICES, INC. ($20,000) (STRATEGIC PLAN NO. 7,5) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18'Reading ❑ Ordinance on 2ndReading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Pitney Bowes Presort Services, Inc. to provide mail processing services for a three-year period beginning February 1, 2019 and expiring February 28, 2022, in an amount not to exceed $20,000 annually for a total aggregate of $100,000 (including extensions), with provision for two, one-year extensions exercisable by the City Manager and City Attorney, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency Central Services Division ("Central Services") currently utilizes Pitney Bowes Presort Services, Inc. ("PBPS") to pick up and process City mail. PBPS is a presort house that barcodes and presorts the mail by zip code. When mail is barcoded and presorted, PBPS delivers the items to the local United States Postal Service ("USPS") processing facility and subsequently USPS assesses the City a reduced postage rate for utilizing the service. In addition to standard mail, the City mails out various Bulk mailings for City functions including but not limited to, Business Tax and Dog Licensing. These mailings necessitate the use of envelopes with a pre-printed permit imprint indicia. PBPS is permitted for this service with the USPS and processes these large mailings on behalf of the City. Furthermore, to facilitate the payment of fees under this Agreement, the City will pay to Pitney Bowes Presort services all amounts due and owing to Pitney Bowes Presort Services as of November 2, 2018 through the date of this Agreement, which total approximately $2,000.00. The services were continued to be provided by the vendor (November 2018 through February 2019) with no interruptions to service levels. Previously on November 3, 2015, an agreement was approved for Pitney Bowes Presort Services, Inc. to provide City mail processing services. The agreement was approved after research to determine the availability of other vendors who may provide similar services. The Central Services division solicited price quotes and two vendors responded for the pick-up, sort and delivery of regular mail, and bulk mailings. A summary of offers received in 2015 were as follows: 25E-1 Agreement with Pitney Bowes Presort Services, Inc. for Mail Processing Services March 5, 2019 Page 2 Vendor Location Offer It was determined that United Business Mail in Vernon, CA, is non-responsive, as they could not meet the City's end of business day pick-up for the Santa Ana area. PBPS remains the national provider of presort services for First -Class Letters, Flats, and Standard Mail partnered with the USPS. Utilizing Pitney Bowes Presort Services ensures City business mail is processed in a cost effective and timely manner. For the reasons set forth, Staff recommends the approval of this agreement (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 Team Santa Ana; Objective #5 (create a culture of innovation and efficiency within the organization.) FISCAL IMPACT Annual allocations of $20,000 will be budgeted and available in the Finance/Management — Central Services account (no. 07110100 62300) for expenditure in the following fiscal years: Contract Period Letters -Metered $0.0267/ea. Pitney Bowes Presort Services, Inc. Rancho Dominquez, Letters- Permit $0.0298/ea. 2018-19 (Mar -June) CA Pick-up time daily 4:30 PM United Business Mail Vernon, CA Price offer not received. It was determined that United Business Mail in Vernon, CA, is non-responsive, as they could not meet the City's end of business day pick-up for the Santa Ana area. PBPS remains the national provider of presort services for First -Class Letters, Flats, and Standard Mail partnered with the USPS. Utilizing Pitney Bowes Presort Services ensures City business mail is processed in a cost effective and timely manner. For the reasons set forth, Staff recommends the approval of this agreement (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 Team Santa Ana; Objective #5 (create a culture of innovation and efficiency within the organization.) FISCAL IMPACT Annual allocations of $20,000 will be budgeted and available in the Finance/Management — Central Services account (no. 07110100 62300) for expenditure in the following fiscal years: Contract Period Fiscal Year Amount 2018-19 (Nov -Feb) $ 1,400 2018-19 (Mar -June) $ 6,667 2019-20 $20,000 2020-21 $20,000 2021722 (July -Feb) $13,333 APPROVED AS TO FUNDS AND ACCOUNTS: iVk,r4-_ b_t ' Kathryn Dowhs, CPA Executive Director fb Finance and Management Services Agency EG/DH Exhibit: 1. Agreement Renewal Period Fiscal Year Amount 2021-22 (Mar -June) $ 6,667 2022-23 $20,000 2023-24 (July -Feb) $11,933 25E-2 Pitney bowel , EXHIBIT 1 MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") by and between Pitney Bowes Presort Services, Inc., a Delaware corporation, ("PBPS"), with offices located at 10110I Street, Omaha, NE 68127, and City of Santa Ana, a California municipality, ("Client"), with offices located at 20 Civic Center Plaza, Santa Ana, CA 92701, is entered into as of February 1, 2019 ("Effective Date'). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows: 1. Services Provided By PBPS. 1.1 PBPS will provide the agreed upon services as described in the Statement(s) of Work (each an "SOW") attached hereto or added from time to time and incorporated herein by this reference. The terms of this Agreement shall apply to each SOW attached hereto, except as expressly provided in any SOW. This Agreement and each SOW, to the extent reasonably possible, will be construed to be consistent with each other. I£ and to the extent, however, that this Agreement and any SOW cannot reasonably be construed as consistent with each other, then (i) the SOW will control with respect to its subject matter and (ii) this Agreement will control in all other respects. 1.2 This Agreement does not contemplate the handling of mail containing any credit, debit or gift cards (`Plastics") or mail containing cash, checks, money orders, or other negotiable documents ("Negotiables'). If the parties decide to expand the services to include Plastics or Negotiables, the parties shall confer to address additional concerns of both parties and enter into a mutually agreed amendment(s) prior to beginning such services. 2. Client's Responsibilities. Client must present only mail prepared in compliance with all United States Postal Service' ("USPS" 11) regulations and all other applicable laws, Hiles, and regulations and meeting the requirements as set forth in the SOW. 3. Fees For Services. For the services provided by PBPS, Client shall pay the fees specified in each SOW. 4. Invoices. PBPS shall submit monthly invoices to Client at the address specified above for Client, or such other address as is specified by Client to PBPS in writing. Such invoices shall show the total number of mail pieces handled, the fees charged, postage, and such other information as PBPS may elect to include on its invoices. Invoices shall be due within thirty (30) calendar days from the date of the invoice, payment by bank to bank transfer is preferred. Client will, in addition to payment of fees under this Agreement, pay to PBPS all amounts due and owing to PBPS as of November 2, 2018 through the date of this Agreement. If Client fails to make payment for all undisputed invoice charges when due, PBPS may, upon five (5) days prior written notice, suspend performance under this Agreement until such payment is made. Any amounts owed and past due for services rendered or expenses (other than postage) incurred shall bear interest at a rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law (if less) until paid. An amount is not in dispute unless Client, in good faith, has notified PBPS in writing by the due date that it disputes the charges in the invoice and has provided sufficient detail for PBPS to research and respond to such dispute. Any claim to dispute an invoice, either before or after payment, must be communicated to PBPS in writing no later than one -hundred -eighty (180) days following the invoice date. Client payment for postage paid by PBPS to the USPS on behalf of Client shall be as set forth in the SOW. Client will be responsible for any and all excise, sales and/or use taxes, and like charges imposed with respect to the services provided by PBPS hereunder. PBPS shall be responsible for any and all taxes and like charges based upon or determined by reference to the net income of PBPS. 5. Warranty - Disclaimer. PBPS shall perform all duties and obligations required of it pursuant to this Agreement in a professional and workmanlike manner and in accordance with accepted presort mail processing industry standards. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, PBPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 6. Compliance. Each party shall comply with all local, state, and federal laws and regulations applicable to such party as it relates to the services, including USPS, labor and employment, immigration, health and safety, environmental, and data privacy laws and regulations. 7. Term. This Agreement shall be in force and effect for a period of three (3) years from the Effective Date ("Initial Term'). This Agreement may be extended for two (2) additional one-year periods ('Renewal Term") by a writing executed by PBPS and by Client's City Manager and City Attorney. Notwithstanding the foregoing, the specific term of any SOW, ifany, shall be as set forth in the SOW. If no specific term is set forth in the SOW, the SOW shall be coterminous with this Agreement. If this Agreement is terminated while any SOW is still in effect, the terms and conditions of this Agreement shall continue to govern the SOW until such time as the SOW expires or is otherwise terminated. The total sum to be expended by Client Proprietary and Confidential Information Pagg15 t _3 PBPS Contract Management—Rev Oct 2018 for fees (including postage reimbursement) under this Agreement shall not exceed twenty thousand dollars ($20,000) annually, including for any Renewal Terms. 8. Events of Default. The occurrence of any of the following events will constitute an Event of Default hereunder. (a) a material breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of such breach is given to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a general assignment for the benefit of creditors, or takes advantage of any insolvency act, or commences a case or other proceeding naming the party as debtor under the United States Bankruptcy Code, or any proceeding is instituted against the party seeking liquidation of the party or the party's assets and the party fails to take appropriate action resulting in the withdrawal or dismissal of such proceeding within thirty (30) days, or there shall be appointed a receiver, liquidator, conservator, trustee or similar official in respect of the assets of the party. 9. Rights and Remedies Upon Default. Upon an Event of Default, the non -defaulting party may, at its option: (a) terminate this Agreement or the affected SOW immediately upon written notice to the defaulting party or upon any future date specified in such notice; or (b) continue this Agreement, without waiving the defaulting party's continuing obligation to cure; and, in either case the non -defaulting party may take whatever action available at law or in equity to enforce performance of any obligation under this Agreement or seek damages for such Event of Default, subject to any limitations set forth in this Agreement 10. Early Termination. This Agreement or any SOW may be terminated prior to the end of its term as then in effect upon the occurrence of any of the following events: (a) an Event of Default set forth in paragraph 8 above, following which the non - defaulting party elects to terminate the Agreement or the affected SOW; or (b) as permitted under a SOW in the event that the USPS adopts any new postal regulations, procedures, rates or incentives that directly impact the services. 11. Force Maleure. PBPS shall maintain a commercially reasonable business continuity plan; however, PBPS shall not be responsible for or incur any liability for any delay or failure in performance of any service or obligation under this Agreement and shall be excused from the performance to the extent that PBPS is prevented, restricted, delayed or interfered with by causes beyond its control, including but not limited to acts of God, fire, floods, severe weather, explosions, utility or communication failures, earthquakes, wars (declared or undeclared), labor disputes, strikes, lockouts, riots, epidemics, acts of terrorism, blockades, embargoes, government orders or requirements having legal effect of any government or any judicial authority, or any other situations, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of PBPS ("Force Majeure"). In case of a Force Majeure event, PBPS will notify Client as soon as reasonably possible by whatever means are available. PBPS shall not be liable for the loss of any postage savings, and Client shall reimburse PBPS for the difference between the contracted postage discount rate and any postage upgrades required to submit the mail while the Force Majeure effects continue. 12. Confidentialitv. 12.1 "Confidential Information" means all confidential and proprietary information of either party ("Disclosing Party"), including, each party's: (i) customer and prospect lists, suppliers and terms of existing agreements with business partners and other third parties; (ii) pricing, financial and other business information, data processes and plans, security measures, business continuity and disaster plans, policies and procedures; (iii) research and development information, analytical methods and procedures, hardware design, technology and non-public personnel data; (iv) information concerning or belonging to the customers and potential customers of either party; (v) business practices, know-how, including but not limited to Trade Secrets (as defined by applicable law), and marketing or business plans; (vi) this Agreement, any orders and training materials; and (vii) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential, disclosed to the other party ("Receiving Party") or to which the Receiving Party gains access in connection with this Agreement. 12.2 Client acknowledges that the information contained in data files ofnames and updated addresses resulting from Return Mail Solutions services ("Output File") may include nonpublic personal information (as defined by various state and federal laws and regulations) and that the Output File is intended only for Client's internal legitimate business purposes and may not be sold, licensed, or otherwise distributed to third parties, except that Client may share the resulting updated addresses with Client's customers as it relates to mailing list management. Client shall advise its customers in writing of the above restrictions on use of the information. Client agrees to take reasonable measures to maintain the confidentiality of the information contained in the Output File. Client agrees to certify, if so requested, that its use of the Output File complies with these requirements. 12.3 The parties acknowledge that Receiving Party may be provided, have access to or be exposed to Confidential Information of the Disclosing Party. The Receiving Party agrees (i) to hold the Disclosing Party's Confidential Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its own Confidential Information, but not less than a reasonable standard of care, (if) not to disclose such Confidential Information to any third party or use such Confidential Information except as reasonably required to exercise its rights P25E-4 e2of5 Proprietary and Confidential InformationiJ E _4 PBPS Contract Management — Rev Oct 2018 or perform its obligations under this Agreement or upon written permission of the Disclosing Party, and (iii) upon written request of the Disclosing Party, to return or destroy such party's Confidential Information and provide written confirmation of compliance; however, the Receiving Party may retain such copies as may be necessary for legal or accounting purposes in accordance with its records retention policies. Each party agrees to cause its employees, agents, subcontractors or other persons over whom the Receiving Party has control and who require access to such information, to abide by such obligations. 12.4 The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this Agreement; or (d) was lawfully in the Receiving Party's possession before receipt from the Disclosing Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation to Disclosing Party; or (iv) is independently developed by or on behalf of the Receiving Party without use of the Disclosing Party's Confidential Information. 12.5 If compelled by a requirement of a government agency, a court, or by law or discovery to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will, unless prohibited by law or order, notify the Disclosing Party in writing prior to making any disclosure in order to provide the Disclosing Party a reasonable opportunity to either waive any objection to such disclosure or request a remedy from the appropriate authority. The Receiving Party will reasonably cooperate with the Disclosing Party in its efforts to obtain such a remedy. If the Disclosing Party waives its objections or is unsuccessful in its request or fails to make such a request, the Receiving Party will furnish only that portion of the Confidential Information that is legally required. 13. Independent Contractor. It is expressly understood and agreed that each party will act as an independent contractor and that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or other association between Client and PBPS. Neither party may make any commitments binding on the other, nor may either party make any representation that they are acting for, or on behalf of, the other, unless otherwise specified in writing and signed by the parties. Neither party nor the employees of such party performing any obligation hereunder shall be considered to be employees of the other party for any purpose, including but not limited to, compensation for services, employee welfare and pension benefits, fringe benefits of employment or workers' compensation insurance. 14. Insurance. PBPS shall at all times during the tern of this Agreement maintain commercially reasonable insurance for loss from property damage, bodily injury, death, and workers' compensation claims appropriate to the services provided. PBPS will list Client as additional insured, and upon request, will provide a certificate for each insurance policy required under this Agreement. 15. LIMITATION OF LIABILITY. 15.1 PBPS' TOTAL LIABILITY TO CLIENT RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT OR TORT, UNDER LEGAL OR EQUITABLE GROUNDS, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE REASONABLE COST TO RECREATE THE AFFECTED MAIL PIECES, BUT NOT TO EXCEED $0.50 PER PIECE OF MAIL AND IN NO EVENT SHALL SUCH LIABILITY EXCEED THE LIMITS OF ANY APPLICABLE INSURANCE CARRIED BY PBPS. 15.2 IN NO EVENT SHALL PBPS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNrFIVF, EXEMPLARY, STATUTORY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OR DEMAND AGAINST THE CLIENT BY ANY THIRD PARTY, EVEN IF PBPS HAS BEEN ADVISED OF,KNEW, OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, OR RELATING TO THIS AGREEMENT. CLIENT FURTHER AGREES THAT IN NO EVENT SHALL PBPS BE LIABLE FOR ANY DAMAGES OR INJURIES, INCLUDING BUT NOT LIMITED TO CLEAN-UP COSTS, RESULTING FROM OR IN CONNECTION WITH ANY HAZARDOUS SUBSTANCE, EXPLOSIVE, OTHER POLLUTANT OR SIMILAR SUBSTANCE, CONTAINED IN MAIL SUBMITTED BY CLIENT. 16. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other from and against any liability, loss, cost, expense, claim, or damage, including reasonable attorneys' fees, in any action or claim (collectively "Claim") brought by any third party, alleging bodily injury (including death) to the extent caused by the negligent actlomission or willful misconduct of the indemnifying party. In addition, Client shall indemnify, defend and hold harmless PBPS from all Claims by third parties, resulting from or in connection with any hazardous substance, explosive, other pollutant or similar substance contained in mail submitted by Client A party seeking indemnification must give the indemnifying party prompt written notice of any Claim and will provide reasonable cooperation in the investigation, defense or settlement of such Claim. No compromise or settlement of the Claim may be effected by the indemnifying party without the indemnified party's prior written consent (which will not be unreasonably withheld or delayed), unless (a) there is no finding or admission of any violation of law by the indemnified party, and (b) the sole relief provided is monetary damages that are paid in fitll by the indemnifying party. Proprietary and Confidential lnfonnation M25 PBPS Contract Management— Rev Oct 2018 17. No Third Partv Beneficiaries. The parties intend that there shall be no third party beneficiaries under this Agreement, and that no person or entity, except the parties hereto, shall have any rights or remedies under this Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise. 18. Headings. The paragraph headings which appear in this Agreement are intended solely for convenience of reference and shall not amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement. 19. Integration. This Agreement, including all SOWS, exhibits, schedules and any addendum, appendices and attachments hereto or thereto which are incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and there are no other agreements, promises, covenants or conditions, oral or written, except as are set forth herein or in the schedules and addendum, appendices and attachments, if any. Any prior agreements between the parties with regard to similar services provided at any location covered by any SOW attached hereto are superseded by this Agreement. 20. Severability, if any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in force and effect 21. Waiver. The failure to enforce any provision of this Agreement shall not operate as a waiver thereof nor preclude the enforcement of any such provision in the future. All waivers shall be in writing and signed by the party to be charged. 22. Modification. This Agreement may be modified only by a written document signed by the parties hereto. The terms and conditions of this Agreement shall supersede any and all standard terms and conditions on either party's preprinted forms, including but not limited to Purchase Orders, Pickup Slips and Invoices. 23. Assignment Neither party may assign this Agreement without the prior written consent of the other party. Any assignment in violation of this provision will be null and void. Notwithstanding the foregoing, without the other party's consent, either party may assign this Agreement in whole or in part to an affiliated company or a successor in interest of all or substantially all of the assets of such party, provided that, in the case of an assignment by Client, such affiliated company or successor in interest satisfies PBPS' creditworthiness standards. A party making such assignment shall promptly notify the other party in writing. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 24. Reference. Client agrees that PBPS can use Client's name in a client list and/or identify Client as such when communicating with prospective clients, in each case along with the PBPS service Client uses. 25. Marketing. Client agrees that PBPS can use Client's name and logo in marketing content, including in an advertising campaign, with the prior consent from C1ienL 26. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles, irrespective of the fact that any one of the parties is now or may become a resident of a different state. 27. Notices. All notices, consents or waivers required or permitted in this Agreement shall be in writing and be deemed to have been duly given when (a) delivered personally; (b) upon delivery according to the records of an overnight courier service; or (c) upon USPS records if sent by certified mail (postage prepaid), using the address set forth for each party in the opening paragraph on page 1 of this Agreement. A party may change the address for notice by notice satisfying the requirements of this paragraph. 28. Authorized Signature. Each party represents and warrants to the other that it has full and complete authority to enter and perform this Agreement and that the person signing in its behalf has been duly authorized to sign this Agreement. [Signatures only on new page] Page 4 of 5 Proprietary and Confidential Information 25E-6 PBPS Contract Management— Rev Oct 2018 PITNEY BONES PRESORT SERVICES, INC. M Name: Title: Date: ATTEST By: Name: Norma Mitre Title: Acting Clerk of the Council "PROVED AS TO FORM By: t:l6I B, - •&'�"�t Name: Lisa Storck Title: Assistant City Attorney Proprietary and Confidential Information PBPS Contract Management— Rev Oct 2018 CITY OF SANTA ANA Name: Steven Mendoza Title: Acting City Manager Date: RECOMMENDED FOR APPROVAL By. Name: Kathryn Downs, CPA Title: Executive Director, Finance and Management Services Agency 2199-7 STATEMENT OF WORK #1 FIRST CLASS MAIL This Statement of Work ("SOW") is entered into as of February 1, 2019 ("Effective Date"), pursuant to the Master Services Agreement (the "Agreement") dated February 1, 2019, between City of Santa Ana ("Client") and Pitney Bowes Presort Services, Inc. ("PBPS"), die terms of such Agreement being incorporated herein by this reference, and governing this SOW for First Class Mail services. 1. Services Provided By PBPS. PBPS will pickup the Client's prepared mail at Client's designated address(es) as specified on Schedule 1.0, barcode (if not pre -barcoded by Client), sort and submit said mail to the United States Postal Service® ("USPS"). Provided that the mail is prepared by Client according to the Mail Specifications and is made available for pick up by PBPS on or before the daily pick up times specified on, or mutually agreed as permitted by, Schedule 1.0, the mail shall be submitted to the USPS on the same USPS business day ("Same Day") or the following USPS business day ("Next Day") as specified on Schedule 1.0. Client agrees that, as permitted by the USPS, PBPS may move Client's mail from one PBPS operating center to another PBPS operating center and may consolidate letters addressed to certain commercial delivery points for induction as USPS priority mail. Additional locations or distinct mailstreams may be assigned their own Schedule l.x, e.g., 1.1, 1.2, etc. Any reference to Schedule 1.0 also applies to any Schedule lx. 2. Ouantity of Mail. Client will provide the approximate number of pieces of mail for pick up and processing as specified on Schedule 1.0, but not less than all of the presort compatible mail produced at the facility. — 3. Fees For Automated Presort Services. For First -Class® automated presort services provided by PBPS, Client shall pay the fees specified on Schedule 2.0. Additional locations or distinct mailstreams may be assigned their own Schedule 2.x, e.g., 2.1, 2.2, etc. Any reference to Schedule 2.0 also applies to any Schedule 2.x. 4. Fees For Other Services. For other services provided by PBPS, Client shall pay the fees specified on Schedule 3.0. Additional locations or distinct mailstreams may be assigned their own Schedule 3.x, e.g., 3.1, 3.2, etc. Any reference to Schedule 3.0 also applies to any Schedule 3.x. 5. Postage Payment. If Client uses permit mail, pre -meters mail at the 5 digit automation rate or regularly requires PBPS to meter mail on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing. The method and amount of such deposit or advance payment is set forth on Schedule 4.0. Additional locations or distinct mailstreams may be assigned their own Schedule 4.x, e.g., 4.1, 4.2, etc. Any reference to Schedule 4.0 also applies to any Schedule 4.x. 6. Mail Specifications. Client's mail shall meet all USPS requirements for automation compatible mail as set forth in the Domestic Mail Manual ("DMM") and its attendant documentation applicable to each type of mail submitted and the requirements set forth in this paragraph 6 ("Mail Specifications'). 6.1. Presentation: Client's mail shall be submitted to PBPS upright in trays with all envelopes facing in the same direction, properly addressed and sealed. If Client's mail is (i) pre -metered, it shall be affixed with the correct postage rate, the correct date and appropriate "pre-sorted" notations; (ii) permit imprinted, it shall be separated and presented by the correct weight and affixed with the appropriate "pre-sorted" and indicia imprint and a return address; (iii) pre -canceled stamp, it shall be affixed with a pre -canceled stamp and shall contain a return address. Client shall complete and sign pick up slips at each location indicating the number of trays and/or pieces of mail to be processed by PBPS. If Client pre -meters its mail, Client shall provide PBPS with its current license numbers, and notify PBPS within five (5) business days of any changes. Client agrees to promptly execute or produce all PBPS or USPS documents to meet requirements of the USPS. Client further agrees to make appropriate changes in the way Client addresses and handles its mail as reasonably requested by PBPS and as required by the USPS. 6.2. Barcode Requirements: 6.2.1. If Client pre-barcodes its mail, Client must: (1) utilize the USPS Coding Accuracy Support System (CASS) to satisfy the USPS zip code accuracy requirements in Delivery Point Validation and provide a current certificate upon request; and (2) apply only barcodes compliant with the then current Full Service Intelligent Mail Barcode (IMb) requirements of the USPS. 6.2.2. If Client is not pre-printing a barcode on its mail, Client must leave a clear zone as specified in the DMM and the paper must be non -glossy. 6.3. Move Update Requirements: USPS regulations require that mailers utilizing First Class discounted postage rates select one or more authorized move -update options. Client will utilize the authorized move -update option(s) indicated on Schedule 5.0. If Client utilizes the PBPS Move Update Solution, additional terms and conditions Page 1 of 9 Pmprietary and Confidential Information PBPS PBPS Contract Management — Rev Oct 2018 applicable to such services are set forth on Schedule 5.0. Additional locations or distinct mailstreams may be assigned their own Schedule 5.x, e.g., 5.1, 5.2, etc. Any reference to Schedule 5.0 also applies to any Schedule 5.x. 6.4. Readability: Mail meeting the Mail Specifications is expected to process well on the PBPS equipment, meaning that PBPS can read the address and obtain a valid delivery point on the fust pass. Specific expectations for the readability of Client's mail may be set forth on Schedule 2.x. If PBPS observes that Client's mail readability has degenerated, PBPS will provide Client with samples of the rejected mail and recommendations to resolve the readability and/or address accuracy problems. Client will cooperate with efforts to promptly restore the readability to reasonable levels. 6.5. Client's mail failing to meet the Mail Specification requirements of this paragraph 6 may be subject to return of the mail, exception handling or ancillary fees set forth on Schedules 2.0 and 3.0, and/or USPS penalties. Client shall promptly, upon receipt of appropriate documentation, reimburse PBPS for all penalties or assessments levied against PBPS by the USPS as a result of Client's (or its customer or print provider) improper preparation and finishing of its mail. 7. USPS Changes. Notwithstanding any other language in the Agreement or this SOW regarding pricing or changes, in the event the USPS adopts any new/revised postal regulations, procedures, rates, or incentives that directly affect the cost or provision of the services, PBPS may modify or terminate this SOW on fifteen (15) days written notice to Client. 8. CPI Adi ustment. Not more than once each calendar year and upon fifteen (15) days prior written notice to_Client, PBPS may adjust the fees set forth in this SOW based upon increases in the most current published Consumer Price Index ("CPI") for the previous twelve-month period (each, a "CPI Adjustment"). The CPI will be measured as indicated in the column for Urban Wage Earners and Clerical Workers, U.S. City average (base index year 1982-1984=100) as published by the Bureau of Labor Statistics. The base rate to which the CPI will be applied for calculating the presort fee in connection with a CPI Adjustment is the total cost per piece (postage and fees combined) at the time of calculation less the then -current USPS 5 digit discount rate. 9. Fixed Rate Pricing. 9.1. Except for the annual CPI Adjustment and any PBPS modifications due to USPS changes as described above, the fees set forth in this SOW are fixed for the Initial Term set forth below. 9.2. Client will be charged the amounts set forth herein regardless of whether the actual postage qualification rates for Client's mail are higher or lower than the postage discount rate set forth on Schedule 2.0 and 3.0. Client hereby authorizes PBPS to receive and retain any USPS postage refunds, incentives or rebates based on the amount of Client's mail that qualifies for any lower presort mailing rates to PBPS, and all such refunds, incentives or rebates will become the property of PBPS as pari of its compensation for performance of the services. (ref for metered mail: USPS form 8096). 10. Term. The Initial Term and Renewal Terms of this SOW will coincide with those of the Agreement. Other than a notice provided relative to the Term or termination of this SOW, which shall be governed by the Notice provision of the Agreement, all other written notices permitted or required under this SOW or the Schedules attached hereto, may be accomplished by e-mail with system delivery confirmation. The total sum to be expended by Client for fees (including postage reimbursement) under this SOW shall not exceed twenty thousand dollars ($20,000) annually, including for any Renewal Terms. Page 2 of 9 Proprietary and Confidential Information 25E-9 PBPS Contract Managemmt — Rev Oct 2018 SOW #1- SCHEDULE 1.0 ADDRESSES AND TIMES FOR MAIL PICK UP Upon mutual agreement PBPS and Client may add Client locations where the services will be made available. PBPS reserves the right to decline services at any Client location if the factors of Average Daily Volume and distance to the nearest PBPS facility make providing the services commercially unreasonable. For current locations, PBPS will pick up Client's mail at the address(es) specified below. Client shall assemble and make available for pick up its mail on such schedule as may be mutually agreed upon by the parties, in writing (e-mail is sufficient), with the initial schedule set forth below. Client Location Pick Up Time(s)' Pick Up Time(s)' Average Daily Same Day Dated Next Day Dated Volume= 20 Civic Center Plaza 4:30PM N/A 1,000 Santa Ana, CA 92701 Notes: 1 — All pick up times are local time zone Monday through Friday, excluding holidays, unless otherwise noted. First Class Flat mail may be picked up at the same time as First Class letter mail; however, such Flat mail is always Next Day. Consolidated letter mail to certain commercial delivery points may be submitted to the USPS the following business day, but is then delivered using USPS priority mail. In the event that the mail is not ready at the agreed time and PBPS is able to wait for the mail, while PBPS will use reasonable efforts to meet the regular schedule, such delay may result in the mail being submitted to the USPS one business day later than scheduled. 2 - Client and PBPS agree that there is no minimum guaranteed volume required under this SOW, however, Client acknowledges that PBPS's pricing is based upon receiving the Client estimated volume. Client will provide the approximate average daily volume of mail set forth above for each location, for pick up and processing by PBPS. If the average daily volume submitted decreases by 20% or more during any calendar quarter, it may be presumed that a reasonable pricing adjustment is appropriate and the parties shall negotiate in good faith to agree upon such adjustment and issue an amended Schedule(s) to this SOW. Page 3 of 9 Pwp'ietwy and ConfidwfW Information 25E-1 0 PBPS Contract Mamg=ent—Rev Oct 2018 SOW #1- SCHEDULE 2.0 FEES FOR AUTOMATED PRESORT SERVICES For automated First Classy presort services provided by PBPS for mail meeting the Mail Specification requirements, read and accepted on the fust pass through PBPS's mail processing equipment, Client shall pay to PBPS the following: 2.1 Postage and Presort Fee. 2.1.1 Metered/Permit Postage and Presort Fee. Client shall meter the First Class mail, or be charged for postage on First Class permit indicia mail, at the then current USPS Discount Rate designated below for each mail type and shall pay the presort fee per piece as shown below for the applicable mail type and service level: 2.1.2 Postage Discount Rates at the time of this SOW are attached hereto as Appendix A. 2.2 Special Handling: First Class mail otherwise meeting the Mail Specifications, but which requires additional handling due to the size or content, will be charged the Presort Fee as set forth above plus a Special Handling Fee for. 2.2.1 6"x9" of $N/A per piece. 2.2.2 #14 envelopes of $N/A per piece. 2.2.3 Negotiables (including checks, stock certificates, cash) of $N/A per piece. 2.2.4 Plastics (debit/credit(gift cards) of $N/A per piece. 2.2.5 Other. N/A of $N/A per piece. 2.3 Intelligent Mail Barcode DiscounL PBPS will use its commercially reasonable best efforts to prepare Client's First Class letters and postcards in accordance with the then current USPS requirements for Full Service IMb processing. PBPS anticipates that it will be successful in such processing and will receive from the USPS, in addition to other workshare discounts, a discount on such Full Service IMb compliant and qualifying First Class mail ("IMb Discount"). Accordingly, the IMb Discount is factored into the presort fee in paragraph 2.1 above. In the event that the USPS eliminates or reduces the IMb Discount, PBPS may adjust the presort fee following written notice to Client as provided in paragraph 7 of this SOW. 2.4 Exception Handling Fee. Mail that is rejected by the sorting equipment ("Machine Rejected Mail" or "MRM', including mail that fails Delivery Point Validation ("DPVr`P'), mail with a pre-printed barcode that is not Full Service Intelligent Mail Barcode ("Full Service IMb") compliant, mail that can't be barcoded, or which for any other reason PBPS cannot mechanically read and process as a Full Service IMb compliant mailpiece as a insult of the way the mail was prepared by Client, including but not limited to poor print quality, incompatible fonts and incorrect addressing (collectively "Exception Mail"), will be charged the above Presort Fee plus any applicable Exception Handling Fee as set forth below. The per piece amount of each Exception Handling Fee is related to USPS rates and may be revised by PBPS upon USPS changes as provided in paragraph 7 of this SOW. While PBPS will make reasonable efforts to process Exception Mail the same day, such mail may be delayed because of the extra handling necessary to meet USPS preparation requirements. PBPS may re -date and submit such delayed mail the following business day. 2.4.1 Machine Reiected Mail (MRM) Fees: At the time of this SOW, based on the readability of Client's mail, the applicable MRM Fee will be applied to the determined percentage of Client's mail for each mail type and USPS discount rate set forth in the table below. The MRM Fee will be applied to such percentage regardless of the actual number of pieces of Exception Mail on any given day. Presort Fee Per Piece Mail Type USPS Discount Rate Name Same Day Next Da Letters—Metered Mixed AADC $0.0267 $N/A Letters—Permit Mixed AADC $0.0298 $NIA Postcards—Metered Presort $0.0226 $N/A Postcards—Permit Presort $0.0226 $N/A 2.1.2 Postage Discount Rates at the time of this SOW are attached hereto as Appendix A. 2.2 Special Handling: First Class mail otherwise meeting the Mail Specifications, but which requires additional handling due to the size or content, will be charged the Presort Fee as set forth above plus a Special Handling Fee for. 2.2.1 6"x9" of $N/A per piece. 2.2.2 #14 envelopes of $N/A per piece. 2.2.3 Negotiables (including checks, stock certificates, cash) of $N/A per piece. 2.2.4 Plastics (debit/credit(gift cards) of $N/A per piece. 2.2.5 Other. N/A of $N/A per piece. 2.3 Intelligent Mail Barcode DiscounL PBPS will use its commercially reasonable best efforts to prepare Client's First Class letters and postcards in accordance with the then current USPS requirements for Full Service IMb processing. PBPS anticipates that it will be successful in such processing and will receive from the USPS, in addition to other workshare discounts, a discount on such Full Service IMb compliant and qualifying First Class mail ("IMb Discount"). Accordingly, the IMb Discount is factored into the presort fee in paragraph 2.1 above. In the event that the USPS eliminates or reduces the IMb Discount, PBPS may adjust the presort fee following written notice to Client as provided in paragraph 7 of this SOW. 2.4 Exception Handling Fee. Mail that is rejected by the sorting equipment ("Machine Rejected Mail" or "MRM', including mail that fails Delivery Point Validation ("DPVr`P'), mail with a pre-printed barcode that is not Full Service Intelligent Mail Barcode ("Full Service IMb") compliant, mail that can't be barcoded, or which for any other reason PBPS cannot mechanically read and process as a Full Service IMb compliant mailpiece as a insult of the way the mail was prepared by Client, including but not limited to poor print quality, incompatible fonts and incorrect addressing (collectively "Exception Mail"), will be charged the above Presort Fee plus any applicable Exception Handling Fee as set forth below. The per piece amount of each Exception Handling Fee is related to USPS rates and may be revised by PBPS upon USPS changes as provided in paragraph 7 of this SOW. While PBPS will make reasonable efforts to process Exception Mail the same day, such mail may be delayed because of the extra handling necessary to meet USPS preparation requirements. PBPS may re -date and submit such delayed mail the following business day. 2.4.1 Machine Reiected Mail (MRM) Fees: At the time of this SOW, based on the readability of Client's mail, the applicable MRM Fee will be applied to the determined percentage of Client's mail for each mail type and USPS discount rate set forth in the table below. The MRM Fee will be applied to such percentage regardless of the actual number of pieces of Exception Mail on any given day. Page 4 of 9 Proprietary and Confidential Information 25E-1 1 PBPS Contract Management— Rev Oct 2018 MRM FEE Mail Type USPS Discount Rate Name MRM Fee Determined Per Piece Percentage Letters Mixed AADC 1 $0.00 0%" Page 4 of 9 Proprietary and Confidential Information 25E-1 1 PBPS Contract Management— Rev Oct 2018 Postcards Presort $0.00 0% In the event the readability of Client's mail (or a specific mail type or job) has degraded and Client has not been successful in restoring the readability as provided in paragraph 6.4 of this SOW, PBPS may revise the MRM Fee and/or applied percentage upon fifteen (15) days advance written notice. The revised MRM Fee will be applied to a percentage of Client's mail representing the Exception Mail, as determined by the most recent readability report attached to the notice. If Client has taken steps to improve the mail readability, Client may request a more recent readability report be used to determine the Exception Mail percentage applied. 2.4.2 IMb Downgrade: If Client pre-barcodes its mail with a barcode that is not Full Service IMb compliant or presents mail on which PBPS cannot print a Full Service IMb, Client may be charged an IMb Downgrade based upon any penalties, postage assessments or forfeiture of discounts (collectively, "Downgrade") which may be imposed by the USPS on PBPS, based upon PBPS' calculation of Client's pro -rata share of such non-compliant mail. 2.5 Default Pricing Terms. Upon any Event of Default (paragraph 8 of the Agreement) by Client for failure to make timely payment of invoices or required postage payments, PBPS may elect to continue processing Client's mail, but will no longer accept any permit mail or meter any mail on behalf of Client, and Client will pre -meter all of its mail. Any mail that has not been metered will be returned to Client. Further, Client shall not pre -meter First Class mail at the rates specified above, and instead shall pre -meter all First Class mail at the then -current Presort Rate. PBPS will rebate back to Client the difference between the Presort pre -metered rate and the contract pricing herein for mail processed at the Presort rate, after setting off against such rebate amount any sums then due from Client to PBPS pursuant to this Agreement. If Client fails to pre -meter the mail at the Presort rate, PBPS may pursue other options as permitted under the Agreement. Page 5 of 9 Proprietary and Conflidential Information PBPS 25E-1 n '' PBPS Contract Marogemeot — Rev Oct 2018 SOW #1- SCHEDULE 3.0 FEES FOR OTHER SERVICES For other services identified herein, Client shall pay to PBPS the following: 3.1 AncillaryFees. PBPS reserves the right to charge the applicable fee for services performed to correct Client's mail not in compliance with the Mail Specifications. The ancillary services described below may also be performed upon request of Client While PBPS will make reasonable efforts to process mail requiring additional services according to the scheduled service level, the required additional handling may result in the mail being delayed and submitted to the USPS on the following business day. Client will pay the applicable Ancillary Fee, as well as reimburse PBPS for any additional postage required. Charges for the ancillary services listed below are as follows: Service Fee Per Piece unless otherwise indicated Meter Date Correction $0.01 Missing Endorsement $0.01 Metering Fee — Letters $0.0206 Meterin Fee — Flats $0.06 Meter Strip $0.10 Labelin L — Sorter $0.05 Labeling ML — Hand $0.05 +$25.00 per hour, perperson) Sticky Mail $25.00 (per hour, per person—minimum 1 hour Billable Hourly Work $25.00 (per hour, per person—minimum 1 hour Excessive Waiting Time at Pickup: Straight truck or van $60.00 per hour (minimum 1/2 hour after 30 minutes) Excessive Waiting Time at Pickup: Tractor trailer $100.00 per hour (minimum 1/2 hour after 30 minutes) 3.2 Transportation. For the mail transportation services described in paragraph 1 of the SOW, Client shall pay PBPS a fee of $0.00 per pick up, which shall be invoiced and payable according to paragraph 4 of the Agreement 3.3 Fuel Surcharee. In addition to the transportation fee set forth above, Client shall pay PBPS a fee of $0.00 per mail pick up on account of.f iel costs associated with performing the services described in this SOW. Page 6 of 9 Proprietary and Canfideatial Information PBPS 25E-1 PBPS Cont act Management — Rev Oct 2018 SOW #1- SCHEDULE 4.0 POSTAGE PAYMENT 4.1 Postaee Payment. If Client presents mail that requires PBPS to pay the USPS for postage on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing, using the method described below. 4.2 Initial Pa«nent. Client shall provide an advance postage payment equal to an estimated one (1) months' worth of postage before submitting permit, 5 -Digit or unmetered mail for the fust time under this SOW. 4.3 Payment Process. In addition to the initial payment, Client shall provide a postage payment for each month job sufficient to cover the estimated postage to be used during the following month job. Postage payment may be made by: 43.1 Client initiated payment to PBPS; or 432 Client authorization for PBPS to withdraw from Client's designated bank account Unless otherwise agreed by the parties in advance, such postage payment shall be made via electronic transfer. Client will receive a postage statement of postage charges and payment receipts for reconciliation purposes. Any shortage of postage funds received will be paid by Client with the next regular postage payment (but in any event no more than thirty days after service) and any excess postage funds received may be deducted from the next postage paymenL 4.4 Interest. PBPS shall not be required to pay any interest to Client on such postage funds received. Interest paid or fees charged by any banking entity, shall be between Client and the banking entity. 4.5 Returnof Balance. Upon the termination of this SOW, PBPS shall return any excess funds to Client after all Fees for services and postage charges have been paid to PBPS by ClienL 4.6 Failure to Maintain. IF CLIENT FAILS TO MAINTAIN THE POSTAGE PAYMENTS AT THE THEN APPLICABLE LEVEL(S), PBPS MAY IMMEDIATELY SUSPEND ITS PERFORMANCE UNDER THIS SOW AND WILL, AT CLIENT'S OPTION, EITHER: (i) HOLD CLIENT'S MAIL UNTIL PAYMENT IS RECEIVED OR (ii) RETURN THE MAIL TO CLIENT. IN THE EVENT THAT CLIENT'S POSTAGE FUND BALANCE IS NEGA= FOR MORE THAN THREE (3) CONSECUTIVE DAYS,, ON THE FOURTH DAY AND EACH DAY THEREAFTER THAT THE BALANCE CONTINUES TO BE NEGATIVE, CLIENT SHALL PAY A POSTAGE DEFICIT SURCHARGE EQUAL TO ONE-QUARTER OF A PERCENT (%%) OF THE NEGATIVE BALANCE AMOUNT, BUTNOT TO EXCEED $2,500 PER DAY, OR THE MAXIMUM AMOUNT ALLOWED BY LAW, IF LESS. Page 7 of 9 sR tBco,t�r Oc2018 25E-14 SOW #1- SCHEDULE 5.0 MOVE -UPDATE REQUIREMENT 5.1 Move -Update Option. Client will complete a Certification of Move Update Compliance form as maybe reasonably requested by PBPS from time to time in order to confirm the Move Update Option selected by Client on a job by job basis. Client's selections include the following move -update option(s): Indicate the selected option for Move Update Solution by placing an "X" in each column under the mail category t e indicated Option First Class First Class First Class Letter Mail Postcard Mail Flat Mail Not Applicable X A USPS approved Move Update Solution provided and X X utilized by Client on all Client mail of this type PBPS Move Update Solution (an MLOCR-based software application such as Siemens UMove) provided by PBPS on all Client mail of this type A USPS approved Move Update Solution provided and utilized by Client on all Client mail of this type, except for designated jobs within the mail type as agreed by the parties on which PBPS shall utilize the PBPS Move U date Solution The USPS uses a census method of testing to determine if a mail owner's addresses are being updated as required by USPS Move Update Compliance regulations. Mailpiece compliance is measured per calendar month and results are reported on the USPS Mailer Scorecard. Mailer Scorecards are available for individual mail owners and for PBPS, the mail presenter. The USPS will assess penalties or postage assessments against PBPS as the eDoc submitter associated with the mailing if the total Move Update failures submitted by PBPS per operating center under its USPS Customer Registration ID (CRID) is over the USPS established threshold for the month. If Client has its own USPS Mailer ID (MID), Client agrees that it will monitor its own failure rate for performance on the USPS Mailer Scorecard by the MID/CRID, which can be accessed through the USPS Business Customer Gateway. The parties will cooperate to identify and resolve failures involving Client's mail if either party has reasonable concerns about meeting the Mailer Scorecard threshold requirements. The parties shall also cooperate to promptly appeal any penalty or assessment by the USPS if there are reasonable grounds to advocate an appeal. 5.1.1 As to each job(s) for which Client elects to rely on its own application of a USPS Move Update Solution, Client will reimburse PBPS for any penalties or postage assessments imposed by the USPS against PBPS due to, or caused in part by, Client's mailpiece Move Update failures which exceed the Mailer Scorecard threshold, based upon PBPS's calculation of Client's pro -rata portion of such penalty or assessment for that month 5.1.2 As to each jobs) for which Client elects the PBPS Move Update Solution applied by PBPS, Client will not be charged for such Move Update penalties of postage assessments imposed by the USPS against PBPS, on mailpieces processed by PBPS under those jobs even if the Move Update failures on those jobs exceed the Mailer Scorecard threshold 5.2 Physical Requirements for PBPS Move Update Solution: PBPS can only spray baroodes on mail pieces that are non -glossy with a sufficient clear zone in the lower right quadrant. Client will be required to use another approved Move Update method for non -conforming mail pieces. 5.3 PBPS Move Update Solution - Fee: Application Fee of $N/A per each piece of Letter mail scanned. Application Fee of $N/A per each piece of Postcard mail scanned. Page 8 of 9 Pwprietary and lbnfideatial tnfocmatim 25E-1 5 PBPS Contract Maogement— Rev Oct 2018 APPENDIX A To SOV #1 First Class Letters, Postcards and Flats - USPS Postage Discount Rates USPS Postage Rates as of January 27,2019: Letters Postage Rate Level Postage 1 oz Letter Full Rate Metered $0.500 1 oz Letter Non -automation Presort $0.459 1-oz.1etter Mixed AADC $0.428 1 oz Letter AADC $0.412 1 ov, Letter . 5 -Digit : 10.383 . Postcards Postage Rate Level Postage Postcard ' , Full Rate. :1'10.350 : . Postcard Non -automation Presort $0.280 Postcard . _ Mixed AADC $0.274• Postcard AADC $0.268 Postcard : 5-D!6it ' .. ' . $0.257 Flats Posta a Rate Level Postage 1 oz; Flat .. Full Rate : $1.000 1 oz Flat Non -automation Presort $0.799 1 o7 -:Flat 3 -Digit $0.605.. 1 oz Flat I 5 -Digit $0.486 Additional ounce postage as set by the USPS Public Injomwion 29Cf l v USPS Rata Efectim w Shown REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVAL OF AGREEMENTS WITH LIEBERT, CASSIDY WHITMORE FOR SPECIAL LEGAL COUNSEL SERVICES AND CONSORTIUM EMPLOYEE TRAINING (STRATEGIC PLAN NO. 7; 4, 5, 6 & 7) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute Professional Services Agreements with Liebert Cassidy Whitmore for (1) special legal counsel services for labor contract negotiation assistance and legal consultation services for the period of January 1, 2019 through December 31, 2019 in the amount of $110,000, and (2) expert training and consultation services in the amount of $4,365.50 for the period of January 1, 2019 through December 31, 2019; subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Human Resources is proposing to enter into a special legal counsel services Agreement with Liebert Cassidy Whitmore (LCW) for labor contract negotiation assistance. The labor contract with the Full Time Service Employees International Union will expire in June and negotiations with the Part Time Service Employees International Union, currently conducted by LCW, have not been completed and are on-going. The proposed Agreement would also authorize payment of up to $10,000 in outstanding invoices incurred pursuant to Agreement No. 2018-357 between the City and LCW for legal services associated with labor negotiations. This agreement with LCW will provide a chief negotiator for both of these required labor processes and will provide labor relations continuity with the Service Employees International Union groups. In addition, the Executive Director of Human Resources is requesting a renewal of the membership in a legal consortium with LCW covering the time period of January 1, 2019 through December 31, 2019. This consortium is composed of no less than forty-seven agencies in the Orange County area that have the same need and have agreed to enter into identical agreements. Members of the consortium receive expert training and consulting services from LCW in the areas of workforce management and employee relations. The City of Santa Ana has contracted with LCW in the past to assist and advise on various personnel and labor law matters. Based on the ongoing working relationship between the City and this firm, staff is recommending continued utilization of the firm's services. Liebert Cassidy 25F-1 Liebert Cassidy Whitmore Agreement March 5, 2019 Page 2 Whitmore has extensive experience working with public sector clientele throughout the state and has a staff of over 40 partners and associates in the Los Angeles office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #7 — Team Santa Ana, Objective #4, Establish employee compensation that attracts and retains a highly qualified workforce, objective #5, Create a culture of innovation and efficiency within the organization, objective #6, Provide a positive workplace environment that supports the health of its employees and celebrates its success, and objective #7 Develop a culture of motivated and innovative leaders in the organization. FISCAL IMPACT Funds are budgeted and available in the Human Resources Department Contract Services — Professional account (No. 01109050-62300), $54,365.50 for FY 2018-19 and $60,000.00 will be budgeted for FY 2019-20 for the remainder of the contract. Steven V. Pk4m Executive Di ctor Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Katliryn Dow s, CPA W lm(25F) Executive Director Finance and Management Services Agency Exhibit: 1. Legal Services Agreement with Liebert Cassidy Whitmore 2. Agreement for Special Services with Liebert Cassidy Whitmore 25F-2 EXHIBIT 1 LEGAL SERVICES AGREEMENT WITH LIEBERT CASSIDY WHITMORE THIS AGREEMENT is made and entered into this 5th day of March, 2019, by and between Liebert Cassidy Whitmore, a Professional Law Corporation ("Attomeys") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to employ Attorneys to assist the City in its labor negotiations. Legal services will include but are not limited to providing legal advice, drafting of Memorandums of Understanding, researching legal issues, attending labor negotiation meetings, and providing negotiation services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of employment and labor law matters, in particular public agency labor negotiations and desire to undertake said services. 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 Attorneys will assist and advise the Executive Director of Human Resources Department in transactional and negotiation services related to the City's labor negotiations with any and all City labor organizations when and as requested by the Executive Director of Human Resources. Attorneys accept said retention and agree to perform, in a timely and efficient manner all such services as may be requested by the City. Attorneys shall confirm their acceptance of work requested by the City in writing by e-mail or letter. 2. COMPENSATION a. City shall compensate Attorneys based on actual amount of time spent in performing the services including for reasonable travel time. Partners will be billed at the rate of $350 an hour. Time will be billed in 1/10`x' of an hour increments. Attorneys will submit a monthly statement, specifying the services performed, dates and number of hours and itemization of expenses related thereto. b. The total sum to be expended under this Agreement shall not exceed.$110,000 during the term of this Agreement. Up to $10,000 of the funds will be used to pay outstanding invoices from the previous agreement between the parties for legal services for labor negotiations set forth in City Agreement # 2017-357 dated December 19, 2017. 2$F-3 C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, copying costs, service of process, and mail services authorized by the Executive Director of Human Resources in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. Any costs in excess of $5,000 requires the approval of the Executive Director of Human Resources prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by the City. 3. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in Which they undertake to assist the City, as aforesaid, shall be and remain under, and subject to the control and direction of said City at all stages, and that they shall at all times keep the Executive Director of Human Resources and the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters related to any representation undertaken by Attorneys. Attorneys further agree, if and when their employment hereunder is terminated by City, as hereinafter specified, they shall return to the Executive Director of Human Resources and/or the City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 4. TERM This Agreement shall commence on January 1, 2019 and terminate on December 31, 2019, unless terminated earlier pursuant to Section 13, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney for up to one (1) year. 5. INDEPENDENT CONTRACTOR Attorneys shall, during the entire tern of this Agreement, be construed to be independent contractors 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 Attorneys perform the services which are the subject matter of this Agreement; however, the services to be provided by Attorneys shall be provided in a manner consistent with all applicable standards and regulations governing such services. Attorneys shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 26-F-4 6. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Attorneys shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Attorneys' 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 and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); and (b) be primary and not contributory with respect to insurance or self-insurance programs. maintained by the City. b. Worker's Compensation Insurance. In accordance with California State law, Attorneys, if Attorneys have any employees, are 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, Attorneys agree to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C. Professional Liability, Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. d. The following requirements apply to the insurance to be provided by Attorneys pursuant to this section: (i) Attorneys shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) 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. 26F-5 C. If Attorneys fail or refuse to produce or maintain the insurance required by this section or fail or refuse to fumish 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 Attorneys' rights to be paid for its time and materials expended prior to notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, malpractice, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. S. CONFIDENTIALITY All information and documents shared with Attorneys, as well as all work performed by Attorneys in connection with this Agreement, should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the Executive Director of Human Resources and the City Attorney, or selected members of his/her offices, as directed by the City Attorney and the Executive Director of Human Resources. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be theproperty of the City,. and shall be retumed/provided to. the City with all copies upon the request of the City Attorney or Executive Director of Human Resources. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement or which would constitute a violation of the Rules of Professional Conduct. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by 26F-6 first class or certified mail, postage prepaid, or sent by facsimile 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, California 92702-1988 Facsimile (714) 647-6956 Copies to: Executive Director Human Resources City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6930 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6515 To Consultant: Liebert Cassidy Whitmore 6033 W. Century Blvd., 5'h Floor Los Angeles, CA 90045 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 facsimile, 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent 26F-7 with, or in addition to, that terms or conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment, the City may require Attorneys to deliver to the City all the 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 Attorneys consent 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. 14. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, relation, 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 any activities under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICITON-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, 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. 26F-8 16. PROFESSIONAL LICENSES Attorneys shall, throughout the terni 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. Attorneys shall notify the City immediately and in writing of the inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN V PHAM, Executive Director Human Resources CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager LIEBERT CASSIDY WHITMORE, PLC By: Title: 25F-9 25F-10 EXHIBIT 2 SA370 AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the City of Santa Ana, A Municipal Corporation, hereinafter referred to as "Agency," and the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation, hereinafter referred to as "Attorney," WHEREAS Agency has the need to secure expert training and consulting services to assist Agency in its workforce management and employee relations; and WHEREAS Agency has determined that no less than forty-seven (47) public agencies in the Orange County area have the same need and have agreed to enter into identical agreements with Attorney; and WHEREAS Attorney is specially experienced and qualified to perform the special services desired by the Agency and is willing to perform such services; NOW, THEREFORE, Agency and Attorney agree as follows: Attorney's Services-, During the year beginning January -4,2019; Attorney will provide the following services to Agency (and the other aforesaid public agencies): Six (6) days of group training workshops covering such employment relations subjects as management rights and obligations, negotiation strategies, employment discrimination and affirmative action, employment relations from the perspective of elected officials, performance evaluation (administering evaluations), grievance and discipline administration for supervisors and managers, planning for and responding to concerted job actions, current court, administrative and legislative developments in personnel administration and employment relations, etc., with the specific subjects covered and lengths of individual workshop presentations to be determined by Agency and the other said local agencies. It is expressly understood that the material used during these presentations, including written handouts and projected power points are provided solely for the contracted workshops. This agreement warrants there will be no future use of Liebert Cassidy Whitmore material in other trainings or formats without the express written permission of Liebert Cassidy Whitmore, Any such use will constitute a violation of this agreement and copyright provisions; 2. Availability of Attorney for Agency to consult by telephone, Consortium calls cover questions that the Attorney can answer quickly with little research, They do not include the review of documents, in depth research, written responses (like an opinion letter) or advice on ort -going legal matters. The caller will be informed if the question exceeds the scope of consortium calls, 3. Providing of a monthly newsletter covering employment relations developments. 4. Annual Access to Premium Liebert Library Services. Fee: Attorney will provide these special services to Agency for a fee of Four Thousand Two Hundred Sixty -Five Dollars and Fifty Cents ($4,265,50) payable in one payment prior to March 1, 2019. The fee, if paid after March 1, 2019 will be $4,365;50 25F-11 SA370 Said for will cover Attorney's time in providing said training and consultative services and the development and printing of written materials provided to attendees at tho training programs, Independent Contractor: It is understood and agreed that Attorney is and shall remain an independont contractor under this Agreement, Professional Liability Insurance: Attorney shall maintain professional liability Insurance with limits not less than one million dollars per occurrence throughout the duration of the contract, Term• The term of this Agreement is twelve (12) months commencing January I, 2019, The term may be extended for additional periods of time by the written consent of the parties. Condition Precedent: It Is understood and agreed that the parties' aforesaid rights and obligations are contingent on no loss than foray -seven (47) local agency employers entering into a substantially Identical Agreement with Attorney on or about January 1, 2019, LIEBERT CASSIDY WMTMORE A Professional Corporation U2 Date: I! 1.1 r " I 8728847.1 BR020.013 CITY OF SANTA ANA A Municipal Corporation By: See attached signature page Name; Title: Daze: 25F-12 ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:LYQLi'l tru- Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN V. PHAM Executive Director of Human Resources CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager [Signature page-Liebert Cassidy Whitmore Consortium Agreement] 25F-13 25F-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AGREEMENT WITH COOPERATIVE PERSONNEL SERVICES (CPS -HR) TO CONDUCT A RECRUITMENT FOR CITY MANAGER (STRATEGIC PLAN NO. 7,7) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Acting City Manager and Acting Clerk of the Council to execute an agreement for the period from March 5, 2019 through December 31, 2019 with Cooperative Personnel Services (dba CPS -HR), to compensate for ancillary expenses related to the City Manager recruitment and selection process, for a total not to exceed $4,000 subject to non -substantive changes approved by the Acting City Manager and City Attorney. DISCUSSION Cooperative Personnel Services (CPS) provides professional human resources services (executive search, classification/compensation analysis and training) for public sector agencies. The firm has over 30 years of experience and has conducted hundreds of searches for municipal executives, including city managers. On June 20, 2017, the City entered into an agreement with CPS to conduct an executive search to fill the City Manager vacancy, in the amount of $25,000, with an expiration date of December 24, 2018; therefore, the new expenses will exceed the total aggregate amount within the fiscal year. The recruitment was conducted and the position was filled. However, a provision in the Agreement guaranteed that if the employment of the selected candidate ends before the completion of the first two years of service, CPS will repeat the recruitment to select a replacement. While the professional consulting services are provided at no cost, the City is responsible for reimbursable expenses such as advertising, travel, postage, etc. The executive search process for a replacement candidate will be comparable to the services provided in the previous recruitment. Although, the expenses shall not exceed $4,000, Council approval is necessary as the City and CPS are currently within a consultant agreement exceeding $25,000 therefore, it is recommended that the City enter into an agreement with CPS to reimburse for expenses in the executive search for City Manager per the attached agreement. 25G-1 Agreement with Cooperative Personnel Services March 5, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 Team Santa Ana, Objective #7 (Develop a culture of motivated and innovative leaders in the organization). FISCAL IMPACT The total sum to be expended under this agreement shall not exceed $4,000. Funds are budgeted in the Fiscal Year 2018-19 Human Resources Contractual Services account (account no. 01109050-62300). Steven V. ham Executive Director Human Resources Department Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: - �V-01-wo Kathryn Down 64 K TM (2.5G) Executive Director Finance and Management Services Agency 25G-2 Exhibit 1 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 5th day of March, 2019 by and between Cooperative Personnel Services dba CPS HR Consulting, a joint powers authority of the State of California (hereinafter "Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant and having special skill and knowledge in the field of performing executive management recruitments for public agencies. B. On June 20, 2017, City and Consultant entered into Agreement N-2017-113 whereby Consultant conducted a recruitment for City for the position of City Manager. That Agreement provided that, if the candidate selected for the position did not remain in the position for a two-year period, Consultant would repeat the recruitment charging only for incurred expenses. C. Consultant represents that it is able and willing to provide to the City executive management recruitment services, specifically, for the position of City Manager. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform an executive management recruitment for the position of the City's City Manager as outlined in the attach proposal (Exhibit A) which is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. Consultant acknowledges that it will charge only for expenses incurred and not fees pursuant to the terns of Agreement N-2017-113 between the parties. The total sum to be expended under this Agreement shall not exceed $4,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not 25b-3 be made for work that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected by City. 3. TERM This' Agreement shall commence on the date first written above and terminate on Decem�byer 31,-2019, unless terminated earlier pursuant to Section 15, below. This Agreement can be extended by a writing executed by the City Manager and City Attorney. 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 its employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression,_ including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance, which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to 28G-4 property, resulting from any act or occurrence arising out of Consultant's operations in the perfonnance 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 and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); and (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City. 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 California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 26G-5 7. INDEibINIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 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 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 terns of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant _shall _ defend and indemnify.. the City, its officers, . agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 26G-6 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 and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest 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 facsimile 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, California 92702-1988 Fax (714) 647-6956 With courtesy copies to: And, Executive Director of Human Resources City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92701-1988 Fax (714) 647-6930 2513-7 To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax (714) 647-6515 CPS HR Consulting 2450 Del Paso Rd, Suite 220 Sacramento, CA 95834 Fax (916) 263-3613 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 facsimile, 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 herein, and supersedes any and all other agreements, oral or written, between the parties. In the -event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any parry, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 2dG-8 15. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment,, the City may require Consultant to deliver to the City all the 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. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 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. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. T] u 16141Dl 61lR03[11IS S 7ti1l1i M [O) i; K 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 2eG-9 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: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: lc W A t\i9�lJl t LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN V. PHAM Executive Director of Human Resources CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager CONSULTANT GERALD GREENWELL Chief Executive Officer Cooperative Personnel Services Dba CPS HR Consulting 25'G-10 EXHIBIT A 256-11 Scope of Work — Executive Recruitment City Manager for the City of Santa Ana Phase 1: • Meet with City stakeholders to gather information on the organization and to develop the specifications and ideal candidate profile for theposition • Coordinate with the City on recruitment brochure and post brochure on CPS HR website • Place ads in trade journals, web sites and other appropriate sources • Print and distribute brochure/job announcement • Receive all resumes and acknowledge receipt thereof, including past applicants • Respond to inquiries from applicants and potential applicants • Keep client posted on recruitment progress • Conduct aggressive outreach by initiating contact with potential applicants and with referral sources Phase II: • Review application materials and identify candidates for further consideration • Conduct preliminary screening interviews • Submit "Client Report" (includes resumes, summary of resumes, notes, overview) • Meet with City to discuss the report and the results of the screening interviews in order for the City to identify an appropriate number to interview as finalists (orsemi-finalists) • Notify all interviewed applicants of their status Phase III: • Prepare an assessment process for finalists in coordination with the City • Schedule candidates for participation in finalist assessment; send invitations to candidates and coordinate travel/accommodations • Prepare evaluation materials • Facilitate finalist assessment process in coordination with the City • Conduct reference and background checks on top identified candidate(s) following assessment process Fees: The cost (professional fees) for the above activities is waived as the services fall under a two- year guarantee. Reimbursable expenses for advertising costs, supplies, mailings, background clieck(s) and consultant travel are at an approximate cost of NTE $4,000. Reimbursable expenses are billed monthly as incurred. Reimbursable expenyes to include: - advertising approximately $2,800 - consultant d•avel approximately $500 25G-12 - background check (I candidate) approximately $450 - supplies and fed -ex charges approximately $150 Note: travel costs for candidates are not included in this scope of work, 25G-13 25G-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ 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 Purchase Agreement for the real property full acquisition and goodwill (if any) with the property owner listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as/ location Type 1. Amalia Garcia Bergara 2245 S. Cypress Ave. Full $605,000 (APN 403-142-13) DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four - lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 1 of the Warner Avenue Improvements project, bounded by Main Street and Oak Street. Construction is anticipated to begin in Spring 2019. The property acquisition is necessary to accommodate the street improvements for Phase 1 (Exhibit 1). The purchase offer was determined based on the appraised value prepared by a California State- licensed appraiser and accepted by the property owner. The compensation amount listed above is incorporated in the attached agreement (Exhibit 2). 25H-1 Purchase Agreement for Real Property Acquisitions Warner Avenue Improvements Phase 1 March 5, 2019 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 On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $605,000 are available in the Warner Avenue Improvements Project (No. 14-6802) for expenditure in FY 2018-19: $453,750 in the Measure M2 Competitive Street Fund (Account No. 03217663-66100) and $151,250 in the Transportation System Improvement Area B Fund (Account No. 99217950-66100), subject to nonsubstantive changes. APPROVED AS TO FUNDS AND ACCOUNTS: Fuad weiss, PE, PLS KathrynDowns, CPA 5 y Executiv Director Executive Director k �h v Public rks Agency Finance and Management Services Agency Exhibits: 1. Location Map 2. Purchase Agreement — APN 403-142-13 25H-2 -:= =1 : irel I to, "t C ORANGE AV CYPRESS AV A""M1411 C- 616-103-2 -• • t6-: 03.2• J KILSON DR NVW-�IA ROUSSELLE ST D Q nr /w�� 2: 1016-090-22 iDELHI PARK 1!016-090-21 ¢ o< IN= I UY GzK .lo oa 10� z z 1016-090-25 I "z N 2 1 � O W 1 of 1 W ' � W iG O O I L_ 1016-035-15 -SfS=83S-iZ- i pon -LffiIfCT PROPEOTV -ACQUIRED PROPERTIES SANTA ANA Me. PL*K*U SE AGRE36M POR WAFWER AVENL E .146Eb2 25H-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 1 2019, 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, Amalia Garcia -Bergara, a single woman (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 "X'— Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 2245 South Cypress Avenue, Santa Ana CA) (APN _403-142-13) 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 Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement. 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 Six Hundred and Five Thousand and nol100 Dollars ($605,000.00). 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 -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "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, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Six Hundred and Five Thousand and no/100 Dollars ($605,000.00). 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; 25H-6 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. a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form fumished 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/360-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 and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 25H-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 of goodwill and/or lost profits; loss or impairment of any 'bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; 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 2245 South Cypress Avenue, Santa Ana, CA 92707. 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 which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) 25H-8 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, (VI -1) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et 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 sec _ (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, 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. 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. 25H-9 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. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25H-10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Amalia Garcia Bergara, a single woman Ieyifjftj3 .\lib a� fi�zc .Zee Date: Vii! ? S 12019 Amalia Garcia Bergara CitylBuyer City of Santa Ana Raul Godinez II City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: Jo . Funk A istant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, P.E., P.L.S. Executive Director Public Works Agency Date: .2019 Date: 2019 Date: 2— 6 , 2019 Date: , 2019 25H-11 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE SOUTH % OF LOTS 21 AND 22 IN BLOCK D OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 403-14243 25H-12 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25H-13 25H-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE AN AMENDMENT TO AGREEMENT WITH FIESTA DE CARNIVAL, IN THE ADDITIONAL AMOUNT PAYABLE TO THE CITY OF $987.50 TO PRODUCE CARNIVALS AT CITY PARKS {STRATEGIC PLAN NO. 5,4B) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2otl 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 Fiesta de Carnival by increasing the fee by $987.50 for a total annual amount of $43,237.50 payable to the City to produce seven carnivals a year at City parks for the remaining term through February 5, 2020 and the three, one-year renewal options, subject to non -substantive changes approved by the City Manager and City Attorney. On February 6, 2018, the City Council approved a two-year agreement with three, one-year renewal options to Fiesta de Carnival to produce seven carnivals at City parks. Fiesta de Carnvial would provide the City $42,250 for the right to produce the carnivals. Park locations for these carnivals are as follows: Jerome (twice), Cesar Chavez/Campesino, Madison (twice), Rosita, and EI Salvador. The carnival provider has requested to increase the number of days from three to four for the two carnivals at Jerome park and the one carnival at Rosita park. The request was evaluated by the Parks, Recreation and Community Services Agency and the determination was made that a 5% increase would be added to the carnival license fee for each affected location. The total projected annual revenue for this amendment is $43,237.50 (an increase of $987.50). Park Sites and Current Proposed Change 2019 Tentative Dates License Fee License Fee Jerome Park $8,250 $8,662.50 $412.50 Thurs-Sun : March 14-17 Cesar Chavez/ Campesino $4,500 $4,500 $0 Fri — Sun: April 12-14 Madison Park $8,750 $8,750 $0 251-1 Agreement Amendment with Fiesta de Carnival to Produce Carnivals at City Parks March 5, 2019 Page 2 Fri —Mon: May 24-27 Rosita Park $4,500 $4,725 $225 Thurs-Sun : June 13-16 EI Salvador Park $2,250 $2,250 $0 Fri — Sun : June 21-23 Jerome Park $7,000 $7,350 $350 Thurs —Sun: Aug8-11 Madison Park $7,000 $7,000 $0 Fri— Mon: Nov 8-11 Additional administrative related amendments to the agreement were made to update titles, dates, and times. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy B (Improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to healthy food options (community gardens, farmers' markets, corner markets, etc.) in neighborhoods). FISCAL IMPACT Funds associated to the increase are not anticipated to be needed this fiscal year and therefore will not be appropriated in fiscal year 2018-19. The City will evaluate the need for future years and budget needed funds as part of the budget process. Funds will be deposited in the PRCSA- Fees and Donations Revenue account (no. 02213002-57010). LisbL7udloTF ' Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Agreement Amendment APPROVED AS TO FUNDS AND ACCOUNT: #( Kathryn Downs, CPA Executive Director Finance and Management Services Agency 251-2 EXHIBIT 1 FIRST AMENDMENT TO NON-EXCLUSIVE AGREEMENT TO PROVIDE CARNIVALS AT CITY PARKS THIS FIRST AMENDMENT to the above -referenced agreement is entered into on March 5, 2019, by and between Fiesta de Carnival ("Promoter"), and the City of Santa Ana, a charter city and municipal corpofation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2018-019, dated February 6, 2018 ("Agreement"), by which Promoter agreed to provide carnival events at various City parks. The agreement is for a term of two years. B. The parties wish to amend the Agreement to provide the dates for the 2019 carnival events at the specified City Parks and to reflect the current venuellicense fee for those locations. C. The parties also wish to amend certain other references in the Agreement to reflect current City operations. The Parties therefore agree: 1. Exhibit A, Section 1, SCOPE is amended to substitute the information listed below in lieu of the Park Site and 2018 Dates: 2019 Carnival Dates Park Location Carnival License Fee Thur -Sun Jerome Park $8,662.50 March 14-17,2019 Fri -Sun Cesar Chavez Park $4,500 April 12-14 Fri -Mon Madison Park $8.750 May 24-27 Thur -Sun Rosita Park $4,725 June 13-16 Fri -Sun El Salvador Park $2,250 June 21-23 Thur -Sun Jerome Park $7,350 Aug. 8-11 Fri -Mon Madison Park $7,000 Nov. 8-11 251-3 2. The Parties agree to revise the following provisions within the Agreement: A. Section 16. ON-SITE OFFICE. "Park Superintendent" is changed to "Park Services Inspection Supervisor." B. Exhibit A, Section 1.1.16, POLICE DEPARTMENT REQUIREMENTS, delete the last paragraph of this Section and replace with: Required Police Department staffing for carnival events: Park Location and Carnival Dates Required Police Staffing and Costs Jerome Park: March 14-17 2 officers -$3,753.20 Thur 5:30 p.m. —10:30 p.m. Fri 6:30-11:30 p.m. Sat 6:30 p.m. —11:30 p.m. Sun 5:30 p.m. —10:30 p.m. Cesar Chavez Park: April 12-14 2 officers and 1 motor officer -$4,222.35 Fri 6:30 p.m. —11:30 p.m. Sat 6:30 p.m. — 11:30 p.m. Sun 5:30 p.m. —10:30 p.m. Madison Park: May 24-27 2 officers -$3,753.20 Fri 6:30-11:30 p.m. Sat 6:30 p.m. —11:30 p.m. Sun 6:30 p.m. —11:30 p.m. Mon 5:30 p.m. —10:30 p.m. Rosita Park: June 13-16 2 officers -$3,753.20 Thur 5:30 p.m. —10:30 p.m. Fri 6:30-11:30 p.m. Sat 6:30 p.m. —11:30 p.m. Sun 5:30 p.m. — 10:30 p.m. El Salvador Park: June 21-23 2 officers -$2,814.90 Fri 6:30-11:30 p.m. Sat 6:30 p.m. —11:30 p.m. 251-4 C. Exhibit A, Section 1.1.18, PRE -EVENT AND POST EVENT INSPECTIONS WITH PARK PERSONNEL (i) Change "Vendor must arrange to meet with the Park Supervisor by calling (714) 448-9127 to schedule a walk through the park before and after the event' to "Vendor must arrange to meet with Park Supervisor by calling (714) 571-4227 to schedule a walk through the park before and after the event;" and (ii) Change the pre -inspection meeting from the Tuesday prior to the carnival event to the Monday before the carnival event at 9:00 a.m. D. Exhibit A, Section 1.1.20, CARNIVAL EQUIPMENT SET UP AND REMOVAL Section 1. 1.20 will now read: 1. 1.20 CARNIVAL EQUIPMENT SET UP AND REMOVAL — None of the equipment may be moved into the park prior to the completion of the pre -event inspection meeting and/or 9:00 a.m. on the Monday before a carnival event is to be held. All equipment must be removed no later than 2:00 p.m. on the second day following the conclusion of a carnival event, unless approved in writing by the Park, Recreation and Community Services Agency. There will be a per day penalty (see Section 2.0) for equipment arriving earlier or left in the park later than the above stated times. 251-5 Sun 5:30 p.m. —10:30 p.m. Jerome Park: August 8-11 2 officers -$3,900 Thur 5:30 p.m. —10:30 p.m. Fri 6:30-11:30 p.m. Sat 6:30 p.m. —11:30 p.m. Sun 5:30 p.m. —10:30 p.m. Madison Park: Nov. 8-11 2 officers -$3,900 Fri 6:30-11:30 p.m. Sat 6:30 p.m. —11:30 p.m. Sun 6:30 p.m. —11:30 p.m. Mon 5:30 p.m. — 10:30 p.m. C. Exhibit A, Section 1.1.18, PRE -EVENT AND POST EVENT INSPECTIONS WITH PARK PERSONNEL (i) Change "Vendor must arrange to meet with the Park Supervisor by calling (714) 448-9127 to schedule a walk through the park before and after the event' to "Vendor must arrange to meet with Park Supervisor by calling (714) 571-4227 to schedule a walk through the park before and after the event;" and (ii) Change the pre -inspection meeting from the Tuesday prior to the carnival event to the Monday before the carnival event at 9:00 a.m. D. Exhibit A, Section 1.1.20, CARNIVAL EQUIPMENT SET UP AND REMOVAL Section 1. 1.20 will now read: 1. 1.20 CARNIVAL EQUIPMENT SET UP AND REMOVAL — None of the equipment may be moved into the park prior to the completion of the pre -event inspection meeting and/or 9:00 a.m. on the Monday before a carnival event is to be held. All equipment must be removed no later than 2:00 p.m. on the second day following the conclusion of a carnival event, unless approved in writing by the Park, Recreation and Community Services Agency. There will be a per day penalty (see Section 2.0) for equipment arriving earlier or left in the park later than the above stated times. 251-5 E. Exhibit A, Section 1.1.21, CARNIVAL HOURS Change the end time for the carnivals to: 10 p.m. on Thursdays, 11 p.m. for Fridays and Saturdays, 10 p.m. for Sundays unless the carnival event includes a Monday, then 11 p.m., and 10 p.m. on Mondays. F. Exhibit A, Section 1.1.25, SIZE OF CARNIVAL RIDES Change all references to "Park Superintendent' to "Park Services Inspector Supervisor." 3. The parties agree to amend the Agreement to add Exhibit A, Section LIAO, EXHIBITORS All Exhibitors must be pre -approved by the Executive Director of the Parks, Recreation, and Community Services Agency or his or her designee, at least 14 business days prior to the start of the carnival event. Operator will provide, at a minimum, the name of the organization wanting to have an Exhibit and the information or items to be exhibited, and any other information the Executive Director deems necessary to evaluate Exhibitor to determine whether approval should be given. 4. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:Q.t Utl%�. t� • 114'L lam. LAURA A. ROSSINI Senior Assistant City Attorney [Signatures continue on the next page] STEVEN MENDOZA Acting City Manager OPERATOR Name: Title: 251-6 RECOMMENDED FOR APPROVAL LISA RUDLOFF Executive Director, Parks, Recreation, and Community Services Agency [First Amendment Fiestas de Carnival 2019] 251-7 251-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AGREEMENT WITH RELIAS LLC ❑ As Recommended FOR SANTA ANA POLICE DEPARTMENT / ❑ As Amended a ❑ Ordinance on 1 Reading JAIL TRAINING SOFTWARE ❑ Ordinance on 2"e Reading {STRATEGIC PLAN NO. 1, 4} ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached three-year agreement with Relias LLC for the purchase and maintenance of training software for the Police Department Jail Bureau, for the period of March 1 , 2019 through February 28, 2022 , in the amount of $42,076.02, including a $2,000 contingency, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The mission of the Santa Ana Police Department's Training Division is to provide high quality, professional training to our personnel. The purchase of Relias software will allow the Training Division to schedule, track and create curricula and courses unique to the Santa Ana Jail. Additionally, it will increase training efficiencies by utilizing built-in courses pre -certified by California Standards and Training for Corrections (STC). The Relias software will allow management to disseminate relevant training to employees in both electronic and video form with a feature to verify comprehension by on—line tests and electronic signature. This will ensure employees remain compliant with Federal, State and Department mandates. The STC certified libraries can be accessed anywhere, on any device, and allow trainers to schedule training sessions, report on training, and create in-person and online training plans. Proper training provides law enforcement personnel with the tools necessary to deliver professional services to the community. The three-year agreement (Exhibit 1) will be for the period of March 1 , 2019 through February 28, 2022, in the amount of $42,076.02. This amount includes $17,025.34 for the software subscription, implementation and contingency for year one, $12,525.34 for the software subscription in year two, and $12,525.34 for the software subscription in year three. Relias, LLC is the sole source provider 25J-1 Agreement with Relias LLC for Jail Training Software March 5, 2019 Page 2 of this service, and the Board of State and Community Corrections allows the use of STC funds to pay for the cost of the software. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 - Community Safety; Objective #4 (Ensure a sound fiscal model for jail operations through coordinated efforts with personnel from the City Manager's Office, Police Department, City Attorney's Office, Finance, and Personnel). FISCAL IMPACT Funds for this agreement are available in the Police Department's FY 2018-19 Police Special Revenue — General contract services account (no. 02414400 62300) and will be included in proposed budgets for future years as follows: FY 2018-19 $17,025.34 FY 2019-20 $12,525.34 FY 2020-21 $12,525.34 Total $ 42,076.02 entin Chief of Police Santa Ana Police Department Exhibit: 1. Agreement with Relias LLC APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director vAztS> Finance and Management Services Agency 25J-2 REUfFS EXHIBIT 1 Proposal to Santa Ana Police Department Jail Bureau Prepared by: Tom Ranaudo Relias LLC 1010 Sync Street, Suite 100 Morrisville, NC 27560 Submitted: 10/31/2018 CONFIDENTIAL Quote Number. Q-60228 29J f3 RELIEFS Ordering Document Santa Ana Police Department Jail Bureau 60 Civic Center Plaza Santa Ana, CA 92701 The term of this agreement is:,36 Months' Method of Payment: Check Billing Frequency: Annually The Subscription Start Datejs:.3/1/2019"- Discount Year 1 Annual Subscription Total Discount Professional Services Total Due Upon Receipt of Invoice PRICING EXPIRES IF NOT EXECUTED BY 3/15/2019 This Ordering Document, together with the Master Services Agreement and the Schedules linked below, form the entire Agreement between the parties. USD 1,725.30 USD 12,525.34 USD 500.00 USD 2,500.00 USD 15,025.34 CONFIDENTIAL Quote Number: Q-60228 Page 2 of 4 25J-4 RELi4ts CUSTOMER SIGNATURE PAGE This Agreement (as hereinafter defined) is entered into between Relias LLC ("Company") and the customer identified in the signature block below ("Customer"), effective as of 3/1/2019 ("Effective Date"). This Agreement establishes the general terms and conditions to which the parties have agreed in order to facilitate the provision of certain services as more fully described herein and in each Ordering Document. By signing below, the Customer acknowledges that they have read and understood the Agreement and agree to be bound by all the terms and conditions contained therein. Santa Ana Police Department Jail Bureau Relias LLC Signature: See attached signature page Signature: Print Name: Job Title Date: Address for Notices: Santa Ana Police Department Jail Bureau 60 Civic Center Plaza Santa Ana, CA92701 Liaison Contact: Name: Job Title: Email: Phone: Address: Print Name: Job Title: Date: Address for Notices: Relies LLC 1010 Sync Street, Suite 100 Morrisville, NC 27560 Billing Contact Name: Job Title: Email: Phone: Address CONFIDENTIAL 291 f� Quote Number: Q-60228 RELI.AS Contract Amendment ("Amendment") Relias LLC ("Company") and Santa Ana Police Department Jail Bureau ("Client") are parties to a Master Services Agreement with a Subscription Start Date of 3/1/2019 (the "Agreement"). Effective as of 3/1/2019 ("Amendment Effective Date"), the parties amend the Agreement as follows: 1 Company agrees to negotiate a reduction, up to a complete termination of the Agreement, in the current Subscription Metric if (x) there is a severe reduction in the amount of public funds available to Client, and (y) Client provides Company with thirty (30) days written notice and documentation of that reduction in a form deemed acceptable by Company ("Public Funding Contingency"). Any reductions or terminations exercised under this provision shall be effective on Client's next annual billing cycle. 2 Section 10.13 is deleted in its entirety and replaced with the following language: "The Agreement shall be governed by and construed in accordance with the laws of the State of CA, without giving effect to its principles of conflict of laws." Any inconsistencies between this Amendment and the Agreement shall be governed by this Amendment. Any terms used but not defined in this Amendment will have the meanings ascribed in the Agreement. SIGNED AND AGREED: Santa Ana Police Department Jail Bureau Relias LLC Signature: See attached signature page Signature: Print Name: Job Title: Date: Print Name: Job Title: Date: CONFIDENTIAL Page 4 of 4 25J-6 Quote Number: Q-60228 REL[oAS Contract Amendment ("Amendment') Relias LLC ("Company") and Santa Ana Police Department Jail Bureau ("Client") are parties to a Master Services Agreement with a Subscription Start Date of March 1, 2019 (the "Agreement"). Effective March 1, 2019 ("Amendment Effective Date"), the parties amend the Agreement as follows: 1. Client shall pay the following Annual Subscription Totals for each year of its initial term: a. $15,02534 for the Subscription Services period of March I, 2019 through February 29,2020; b. $12,525.34 for the Subscription Services period of March 1, 2020, through February 28,2021; and c. $12,525.34 for the Subscription Services period of March 1, 2021, through February 28, 2022. 2. Client may increase the Annual Subscription Total by up to $2,000.00 for additional projects over the term, to be approved at the sole discretion of the city of Santa Ana. 3. Client shall receive access to the following courses and products during its initial term: a. "Corrections —Standard Package" for 100 Users, including over 250 courses, such as STC courses certified by the BSCC; b. "24/7 Support (1-100)" for up to 100 Users; c. "Advanced Leadership" Library 4. Client shall own its User data and shall be provided with such User data (via a spreadsheet) by Company during the initial term upon written request to Company. 5. Company shall provide Client with a completion report reflecting training hours and officer hour completions. Any inconsistencies between this Amendment and the Agreement shall be governed by this Amendment. Any terms used but not defined in this Amendment will have the meanings ascribed in the Agreement. SIGNED AND AGREED: Santa Ana Police Department Jail Bureau Relias LLC Signature; See attached signature page Signature: 25J-7 Signature Page: Relias MSA and Amendments ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City A4rney By: TAMAP A BOGOSI N Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager 25J-8 11/1/2018 RELI,�S Master Services Agreement 1 Relias Master Services Agreement 2017 Download 1. DEFINITIONS 1.1 Affiliate means any company that (i) controls, (ii) is controlled by or (iii) is under common control with either Party or its parent corporation. A company shall be deemed to control a company if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting securities, by contract, or otherwise. 1.2 Agreement or MSA means this Master Services Agreement, Ordering Document(s), Schedules (attached hereto and/or detailed and linked within the Ordering Document(s)), and such other documents, attachments and exhibits that the parties' authorized representatives mutually agree to in writing. 1.3 Client means the entity set forth on the Ordering Document(s) and receiving Subscription Services under the Agreement. 1.4 Client Data means all required electronic data or information submitted by Client to Company for the provision of Subscription Services and/or Professional Services. 1.5 Company means the entity set forth on the Ordering Document(s) and providing Subscription Services under the Agreement. 1.6 Content means materials provided or posted by Company in connection with the Subscription Services, including but not limited to training courses, tests, assessments, surveys, text, images, graphics, audio and sound recordings, and videos and modifications, enhancements, or new versions thereof. 1.7 Effective Date means the date defined within the Ordering Document(s), or if no such date is defined, the date of the final required signature. 1.8 Intellectual Property means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not hftpsl/vmw.rellas.comnegaVmsa-2017 25J-9 1116 11/1/2018 Master Services Agreement I Relies perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know- how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, User interfaces and screen designs, general purpose consulting and software tools, utilities and routines, logic, coherence and methods of operation of systems, training methodology and materials, which Company has created, acquired or otherwise has rights in, and may, in connection with the performance of Subscription Services or Professional Services hereunder, create, employ, provide, modify, acquire or otherwise obtain rights in. 1.9 Ordering Document means the document(s), regardless of actual name, executed by the parties from time to time, which incorporates by reference the terms of this Agreement and describes order -specific information such as description of Subscription Services and/or Professional Services ordered, Subscription Metrics, fees, and other business terms. Statement of Work (SOW) shall be synonymous with Ordering Document. 1.10 Professional Services means consulting, implementation, training, creation of custom content, or other professional services to be performed by the Company described in the attached Ordering Document or Schedule to this Agreement mutually agreed to by the parties in writing. 1.11 Schedule means a product -specific set of terms and conditions that serves as an addendum to this Agreement and will either come attached hereto and/or be referenced within the Ordering Document(s) with a hyperlink provided. 1.12 Site means the web interface at a URL designated by Company. 1.13 Subscription Metrics means each of the per-unit metrics specified in the Ordering Documents to describe the scope of Client's right to use each of the Subscription Services, such as the maximum number of Users, restricted Users, Content type, and the like. 1.14 Subscription Services means services described in the relevant schedule. 1.15 Subscription Start Date means the date specified on the Ordering Document(s). 1.16 User(s) means those persons who (a) have been authorized by Client to access and use the Subscription Services and Professional Services for data analytics, testing and skill assessments, and/or training and education purposes; (b) have complied with any registration requirements reasonably requested by Company, (c) have been issued a personal and unique User ID and Password; and (c) have acknowledged, where required, httpsJ/w ..relias.comAegaVmsa-2017 25J-10 2/18 11/1/2018 Master Services Agreement I Relies the terms and conditions applicable to the particular Subscription Services. Only current employees and independent contractors of Client are eligible to be Users. 2. USE RIGHTS 21 Grant of Use. Subject to the terms of the Agreement, Company grants to Client the right to access and use the Subscription Services described in the Ordering Document(s), solely for its internal business purposes and solely in connection with the personal training, analysis, or assessment of its Users or business. 2.2 Authorized Users. Client shall provide Company with the required demographic data for all Users in the specified electronic format provided by Company to complete the initial registration process. Client agrees not to activate and deactivate Users repeatedly as a method of keeping the number of Users within range of the Subscription Metrics stated in the Ordering Document(s). 2.3 Acceptable Use. Client and all Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Client agrees and shall ensure that Users agree not to post or upload any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (ii) contains computer viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable law. Client further agrees and shall ensure that Users agree not to interfere or disrupt networks connected to the Subscription Services, not to interfere with another entity's use of similar services and to comply with all regulations, policies and procedures of networks connected to the Subscription Services. Company may remove any violating content posted on the Subscription Services or transmitted through the Subscription Services without notice. Company may suspend or terminate any User's access to the Subscription Services in the event that Company reasonably determines that such User has violated the terms and conditions of this Agreement. 2.4 Restrictions. Client shall not itself, or through any affiliate, employee, contractor, agent or other third party (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Subscription Services, the Site or access thereto; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Subscription Services, in whole or in part; (iii) allow access to, provide, divulge or make available the Site or the Subscription Services to anyone other than an authorized User; (iv) create derivative works based upon the https.,//v ..relias.corMegaVmsa-2017 25J-11 3116 11/1/2018 Master Services Agreement i Relias Subscription Services; or modify, adapt, translate or otherwise make any changes to the Subscription Services or any part thereof; (v) use the Subscription Services to provide processing services to third parties, or otherwise use the same on a 'service bureau' basis; (vi) disclose or publish, without Company's prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Subscription Services; or (vii) remove from any Subscription Services or other materials owned by Company identification, patent, copyright, trademark or other notices. Proprietary notices, including without limitation patents, copyrights and trademarks notices, as well as disclaimer notices, must be reproduced on any such authorized copies. 2.5 Enforcement. Client shall (i) ensure that all Users of Subscription Services comply with the terms and conditions of this Agreement, (ii) promptly notify Company of any actual or suspected violation thereof and (iii) cooperate with Company with respect to investigation and enforcement of the Agreement. Client shall be solely responsible for all acts and omissions of its Users in connection with their access and use of the Subscription Services. 2.6 Environment. The Subscription Services will be hosted on a server that is maintained by Company or its designated third -party subcontractor. User access to the Subscription Services is provided through the Site. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Site, including but not limited to Internet access and telecommunications network with adequate bandwidth. 2.7 Availability. Company shall use commercially reasonable efforts to make the Subscription Services available 24x7, except for scheduled downtime events where notice is provided to Client, emergency downtime events, or Internet service provider failures or delays. Company will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Client acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications; Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. 2.8 Content. Access to Content, if applicable, shall be provided by Company through the Subscription Services. Client is responsible for selecting which Content will be available to authorized Users. Company continuously reviews and updates Content based on an ongoing -needs analysis. Company reserves the right to add, revise, or withdraw from its Content any item or part of an item in its sole discretion. 2.9 Site Administrator. Client shall designate a primary contact who shall function as the liaison to Company and who shall be trained by Company so that the contact shall be htlps:/Iww .relias.com/legal/msa-2017 25J-12 4/16 11/1/2018 Master Services Agreement i Relias able to train and support Users on the use of the Subscription Services (Site Administrator). The Site Administrator shall be the primary interface with Company on all issues related to the Subscription Services. 2.10 Passwords. Client is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. Client is entirely responsible for any and all activities that occur under its account. Client shall immediately notify Company of any unauthorized use or any other breach of security known to Client. Company shall have no liability for any loss or damage arising from Client's failure to comply with these requirements. 2.11 Client Data Responsibilities. Client shall be solely responsible for the accuracy, quality, integrity and legality of data uploaded in the Subscription Services by Client. Client shall own or shall obtain all proprietary rights necessary, including copyrights, patents, and trade secrets, in and to any content or data it provides, develops, or uploads for use in the Subscription Services. Client authorizes Company and the data center to serve as the host and repository for the data Client enters into the Subscription Services. 2.12 Changes. Company reserves the right to add and/or substitute functionally equivalent products in the event of product unavailability, end -of -life, or changes to software requirements. Company regularly updates the Subscription Services, meaning that such Subscription Services are continually evolving. Some of these changes will occur automatically, while others may require Client to schedule and implement the changes. 3. PROFESSIONAL SERVICES 3.1 Cooperation. Client shall provide Company with good -faith cooperation and access to such information, facilities, personnel and equipment as Company may reasonably require in order to provide the Professional Services. Client acknowledges that Company's performance is dependent upon the timely and effective completion of Client's responsibilities hereunder and Client's timely decisions and approvals in connection with the Professional Services. Company shall be entitled to rely on all such decisions and approvals. 4. FINANCIAL TERMS 4.1 Fees, Payment Terms, and Taxes. Fees and payment terms are specified in the applicable Ordering Document. All payments made hereunder shall be in US Dollars. Company may, after the first twelve (12) months of the initial term, and not more than once in a twelve (12) month period, modify the fees for Subscription Services upon sixty hltps://vw .relias.com/IegaUmsa-2017 25J-13 5116 11/1/2016 Master Services Agreement I Relies (60) days' written notice. Payment of all fees is due thirty (30) days after the invoice date. Interest accrues on past -due balances at 1% per month. Failure to make timely payments shall be a material breach of the Agreement and Company will be entitled (i) to suspend any or all Subscription Services or Professional Services hereunder upon thirty (30) days' written notice to Client and/or (ii) to modify the payment terms, and to request full payment before any additional performance is rendered by Company. Unless expressly provided otherwise, prices do not include taxes. Client agrees to pay any federal, state or local sales, use, personal property, excise taxes or other taxes arising out of this Agreement. 4.2 Subscription Metrics. Client understands and agrees that (i) all fees are based on the Subscription Metrics purchased and that (ii) unless expressly stated otherwise in the Ordering Document, the quantity(ies) of Subscription Metrics provided in the initial Ordering Document or most recent amendment, if applicable, represent minimum amounts that Client has committed to for the Subscription Service Term (as defined in Section 9.2). Additional Subscription Metrics must be purchased in the event actual use exceeds the licensed quantity, at Company's then -current fees. Additional Subscription Metrics, if any, are prorated for the remainder of the then -current Subscription Services Term. There shall be no fee adjustments or refunds for any decreases in usage during Subscription Services Term. 4.3 Professional Services. Additional Professional Services may be provided on a time and materials (T&M) basis at the Company T&M rates in effect at the time the Professional Services are performed or on a fixed fee basis, as indicated in an Ordering Document. On a T&M engagement, if an estimated total amount is stated in the Ordering Document, that amount is solely a good -faith estimate for Client's budgeting and Company's resource scheduling purposes and not a guarantee that the work will be completed for that amount. On a fixed fee engagement, Professional Services purchased must be used within, and prices quoted are valid for, the time period specified in the Ordering Document. Hours that are not used or have expired are non-refundable. 4.4 No Contingencies. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Company regarding future functionality or features. 5. CONFIDENTIALITY 5.1 Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other party. Confidential Information means any and all information disclosed by either party haps://w ..relias.com/legal/msa-2017 25J-14 6116 11/1/2018 Master Services Agreement 1 Relies to the other which is marked "confidential" or "proprietary" or which should be reasonably understood by each party to be confidential or proprietary, including, but not limited to, the terms and conditions (but not the existence) of this Agreement, all trade secrets, Intellectual Property as well as results of testing and benchmarking of the Subscription Services. Each party will protect the other party's Confidential Information from unauthorized dissemination and use the same degree of care that each such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Company may use, for purposes outside of this Agreement, anonymous, de -identified data; however, Company agrees not to use or disclose this information to the extent prohibited by applicable law. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession before receipt from the disclosing party without a duty of confidentiality; (iii) is lawfully obtained from a third -party who has the right to make such disclosure on a non -confidential basis; or (iv) has been independently developed by one party without reference to any Confidential Information of the other. 5.2 Compelled Disclosure. A party (Disclosing Party) may disclose Confidential Information of the other party if it is compelled by law to do so, provided the Disclosing Party gives the other party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. 6. OWNERSHIP 6.1 All rights not expressly granted in this Agreement are reserved by Company and its licensors. 6.2 Subscription Services. Company and its licensors shall retain sole and exclusive ownership of, and all rights, title, and interest in, Subscription Services and the Site, including without limitation (a) Intellectual Property embodied or associated therein, and (b) all derivative works and copies thereof. 6.3 Professional Services. Company shall retain all rights, title and interest in and to any and all Intellectual Property used or in any manner employed by Company in the provision of Professional Services. 7. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY https://w .relias.corMegaUmsa-2017 25J-15 7/18 11/1/2018 Master services Agreement I Relies 7.1 General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 7.2 Professional Services. Company warrants that the Professional Services will be performed in a workmanlike manner. As Client's exclusive remedy for any claim under this warranty, Client shall notify Company in writing of its claim within thirty (30) days of Company's completion of the applicable services and, provided that such claim is reasonably determined by Company to be Company's responsibility, Company shall re- perform the applicable service. Company's entire liability and Client's exclusive remedy for any breach of the warranty set forth in this section shall be the re -performance of the applicable service. 7.3 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, ALL SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. COMPANY, ITS LICENSORS, DATA CENTER AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY SOFTWARE, DATABASE, SUBSCRIPTION SERVICES, DELIVERABLES OR PROFESSIONAL SERVICES ARE ERROR- FREE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION, (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT AND (iii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY COMPANY, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT DESIGNED OR INTENDED TO MEET ALL OF ITS OR ITS USERS' TRAINING, ANALTYTICS, OR ASSESSMENT NEEDS OR REQUIREMENTS, INCLUDING THOSE REQUIRED UNDER APPLICABLE LAWS. CLIENT ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES PROVIDED HEREUNDER TO ACHIEVE ITS INTENDED RESULTS. CLIENT ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ITS USERS' COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. CLIENT FURTHER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. CLIENT ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE, OPINIONS, DIAGNOSIS, OR A SUGGESTED COURSE OF https:/Aw ..relias.corMegal/msa-2017 25J-16 8116 11/1/2018 Master Services Agreement I Relies TREATMENT. CLIENT FURTHER AGREES THAT THE SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO A PATIENT'S MEDICAL CARE AND FOR DETERMINING THE ACCURACY, COMPLETENESS OR APPROPRIATENESS OF ANY DIAGNOSTIC, CLINICAL OR MEDICAL INFORMATION RESIDES SOLELY WITH THE HEALTHCARE PROVIDER. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH CLIENT'S OR ANY OF USERS' USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, IN COMBINATION WITH ANY THIRD -PARTY PRODUCTS, SERVICES, SOFTWARE OR WEB SITES THAT ARE ACCESSED VIA LINKS FROM WITHIN THE SUBSCRIPTION SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES AWARDED UNDER THIS AGREEMENT) TO CLIENT AND USERS FOR ANY CLAIM BY CLIENT OR ANY THIRD PARTIES UNDER THIS AGREEMENT, WILL BE LIMITED TO THE FEES PAID FOR SUCH ITEMS THAT ARE THE SUBJECT MATTER OF THE CLAIM FOR THE PRIOR TWELVE (12) MONTHS. IN NO EVENT WILL COMPANY, ITS LICENSORS AND SUPPLIERS BE LIABLE TO CLIENT OR USERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF ONE YEAR OR THE PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED. THIS SECTION 7 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY. 8. INDEMNIFICATION 8.1 Client Indemnification. Client shall indemnify and hold Company, its affiliates, suppliers, data center, employees and officers (Company Indemnified Parties) harmless from and against all liability, claims, damages, fines, losses, expenses (including reasonable attorney's fees and court costs, and the cost of enforcing this indemnity) suffered or incurred by Company or any Company Indemnified Party arising out of, or in connection with (a) any material breach by Client or any User of any of the terms of this Agreement; or (b) any use or reliance by Client or any User of any Subscription Services, including all third -party claims, causes of action, suits, and legal proceedings asserted https://w ..relias.coiMegal/msa-2017 25J-17 9116 11/1/2018 Master Services Agreement i Relias against Company or a Company Indemnified Party arising out of, or relating to, the use of or reliance by Client or any User on any Subscription Services. 8.2 Company Indemnification. Company shall indemnify and hold harmless Client and its principals, officers, directors, agents, and employees (Client Indemnified Parties), and at Company's option, either defend Client Indemnified Parties or pay their attorney's fees and court costs, from any loss, cost, damage, or expense incurred by Client that is finally awarded by a court of law to any third party as a result of a claim alleging that the Subscription Services infringe or misappropriate a U.S. patent, U.S. copyright, U.S. trademark or U.S. trade secret of a third party, solely provided such alleged infringement or misappropriation does not arise from: (i) a modification of the Subscription Services as delivered to Client, (ii) the combination of the Subscription Services with any other process, hardware, software, data, or functionality, (iii) any Client -originating data or content communicated using such Subscription Services; or, (iv) any use of the Subscription Services by Client in a manner inconsistent with the documentation or instructions provided by Company or otherwise in breach of this Agreement. 8.3 Indemnification Procedure. The indemnifications made hereunder are solely provided upon the following conditions: (i) the indemnifying party controls any settlement or any suit or claim indemnified hereunder (ii) the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed, is obtained prior to any settlement by the indemnifying party that affects the indemnified party's rights and obligations; (iii) the indemnifying party is promptly informed of any third -party claim indemnified hereunder; and, (iv) in the case of Client, Client ceases any alleged infringing activity upon actual or constructive notice of any claim or allegation of infringement. 9. TERM AND TERMINATION 9.1 Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Ordering Documents and attachments, unless otherwise terminated earlier as provided hereunder. 9.2 Subscription Services Term. The initial term of Subscription Services commences on the Subscription Start Date specified in, and continues for the term set forth in, the Ordering Documents. Following the end of the initial term, Subscription Services shall automatically renew for the same length as the initial term unless either party gives written notice at least sixty (60) days prior to the end of the initial term, or any renewal term, of its intention to terminate any of the Subscription Services. The pricing for the first twelve (12) months of any renewal term shall be provided by Company to Client in writing no less than sixty (60) days prior to the end of the initial term or any renewal https://w ..re[ias.comAegaYmsa-2017 25J-18 10116 11/1/2018 Master Services Agreement i Relies term. The initial term and renewal term(s) are collectively referred to as the Subscription Services Term. 9.3 Termination. Either party may terminate the Agreement including all Ordering Documents executed thereunder immediately upon written notice (i) in the event that the other party commits a non -remediable material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non -breaching party within thirty (30) days of being notified in writing of such breach; or (ii) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against the other party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) calendar days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code. 9.4 Partial Termination. Where a party has rights to terminate, the non -breaching party may at its discretion either terminate the entire Agreement or the applicable Ordering Documents. Ordering Documents that are not terminated shall continue in full force and effect under the terms of this Agreement. 9.5 Effect of Termination. Following termination of this Agreement (for whatever reason provided for under the Agreement), Client shall certify that Client has returned or destroyed all copies of the Subscription Services, Confidential Information and Intellectual Property of Company and all materials or documents relating to the Subscription Services in any format and residing on any media. Client acknowledges that its rights to use the same are relinquished. Company has no obligation to retain Client Data after three months following the expiration or termination of Subscription Services; however, Company shall provide Client Data to Client, upon reasonable request and during Company's normal business hours, for no additional fee during these three months, after which additional fees may be incurred. Termination for any reason shall not excuse Client's obligation to pay in full any and all amounts due or that become due through such termination or that arise under Section 10.19, nor shall termination result in a refund of fees paid, except as expressly provided otherwise in this Agreement. Upon termination for any reason of a Professional Services engagement, all work product, including all drafts and works in progress of deliverables shall be delivered to Client. Upon its receipt of a notice of termination, Company shall cease and shall cause any agent or subcontractor to cease all work under the applicable Ordering Documents and minimize any additional costs or reimbursable expenses unless otherwise directed in https:/tw .relias.corMegai/msa-2017 25J-19 11/18 1111/2018 Master Services Agreement i Relies writing by Client. Except as may be expressly set forth in the applicable Ordering Documents, Client shall pay Company's fees for services performed to the date of termination on a T&M basis together with any expenses reasonably incurred in connection therewith. 10. GENERAL PROVISIONS 10.1 Suspension. Company will be entitled to suspend any or all Subscription Services and Professional Services (i) immediately in the event Client is in breach of Section 2.3, above, or (ii) upon thirty (30) days' written notice to Client in the event Client is otherwise in breach of this Agreement. Company may impose an additional charge to reinstate service following such suspension. 10.2 Force Majeure. Neither party shall incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform any part of this Agreement (except for payment obligations) to the extent caused, by events, occurrences, or causes beyond the control and without any negligence on the part of the party seeking protection under this subsection. Such events may include, but are not limited to acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 10.3 Subcontractors. Company may subcontract or delegate Subscription and/or Professional Services to any third party without Client's prior written consent, provided that Company shall remain responsible to Client for any services for which it subcontracts or delegates. 10.4 Assignment. Company may assign this Agreement and any or all of its rights and obligations herein without Client's approval. Client may not assign or transfer this Agreement without Company's prior written consent. 10.5 Non -solicitation. During the term of this Agreement and for a period of one (1) year following its termination, neither party will solicit for employment directly or through other parties, without the other party's written permission, any individual employed by the other party, provided however that the solicitation or hiring of individuals responding to general public marketing and recruiting advertisements and events shall not be a violation of this provision; only active, targeted solicitation is prohibited. 10.6 Compliance. Company reserves the right to utilize Client Data to verify compliance with the terms of this Agreement. Company may monitor the usage, performance and https://www.relias.corMegaYmsa-2017 25J-20 12118 11/1/2018 Master Services Agreement I Relias operation of the Subscription Services using electronic, remote and other means and without notice to Client. 10.7 Notices. Any notice required or permitted to be sent under this Agreement (except for invoices and notices related to payment of fees and price increases) shall be delivered by hand, by overnight courier, or by registered mail, return receipt requested, to the address of the parties first set forth in the Agreement Signature Page or to such other address of the parties designated in writing in accordance with this subsection. 10.8 Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. 10.9 Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 1010 No Waiver. No waiver or failure by either party to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions will be construed to be a waiver of the same on any other occasion or of any other option, right or privilege. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of the Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such party's right to take subsequent action. 10.11 Entire Agreement. This Agreement, including Ordering Documents and other attachments incorporated by reference, constitutes the parties' entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, proposals, conditions, representations, warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. No modification to the Agreement will be binding unless in writing signed by an authorized representative of each party. All pre-printed or standard terms of any of Client's purchase order or other business processing document shall have no effect. 10.12 No Third -Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party. https'/Avww.rellas.comAegai/msa-2017 25J-21 13116 11/1/2018 Master Services Agreement I Relias 10.13 Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles of conflict of laws. Any dispute arising from or relating to the Agreement shall be litigated in the state or federal courts located in Wake County, North Carolina, to whose exclusive jurisdiction the parties hereby consent. 10.14 Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a party based on the author of the document. 10.15 Counterparts. The Agreement may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and the parties agree that facsimile, scanned copies of signatures, and electronic signatures shall be as effective and binding as original signatures. 10.16 Notice of U.S. Government Restricted Rights. If the Client hereunder is the U.S. Government, or if the Subscription Services are acquired hereunder on behalf of the U.S. Government with U.S. Government federal funding, notice is hereby given that the Subscription Services are commercial computer software and documentation developed exclusively at private expense and are furnished as follows: "U.S. GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software by or on behalf of the U.S. Government shall be subject to this Agreement and the restrictions contained in subsection (c) of FAR 52,227-19, Commercial Computer Software - Restricted Rights (June 1987):' 10.17 OFAC Compliance. Client warrants that it is currently in compliance with, and shall at all times during the term of this Agreement remain in compliance with, and cause its Users to comply with, the regulations of the OFAC of the Department of the Treasury and any statute, executive order, or other governmental action relating thereto. 10.18 Conflict of Documents. If there is a conflict between the provisions of this MSA and any other documents concerning the Subscription Services performed under this MSA, the order of precedence for purposes of resolution shall be: (i) this MSA, (ii) any applicable Schedule identified in the Ordering Document(s), (iii) the Ordering Document(s), (iv) any other document executed by the parties. 10.19 Survival. The following provisions will survive any termination or expiration of the Agreement or Ordering Documents: Sections 4, 5, 6, 7, 8, 9, 10, and all corresponding Sections in the attached Schedule(s). Schedule A - Learning Schedule B - Assessments Schedule C - Analytics httpsltw .relias.com/IegaUmsa-2017 25J-22 14/16 11/1/2018 Master Services Agreement I Relias INDUSTRIES Hospitals & Health Systems Addiction & Substance Abuse Payers & Health Plans Children, Youth & Families Community & Rural Health Intellectual & Developmental Disabilities Assisted Living Applied Behavior Analysis & Autism Skilled Nursing & Long Term Care Special Education & Schools Home Care & Home Health Care Public Safety Hospice & Palliative Care Mental Health SOLUTIONS Compliance Training Continuing Education Hiring, Onboarding, & Retention Value -Based Payments Population Health Management Emergency Department Obstetrics Integrated Care Opioid Misuse & Abuse Management & Leadership Training PRODUCTS Relias Learning Management System Relias Learning Paths Relias Custom Content Relias Assessments Relias Onboarding Relias Obstetrics Relias Emergency Department Acute Performance Management Population Performance Management Practice Performance Management RESOURCES Blog Events Resource Library Success Stories COMPANY Careers Contact Us Impact Nation Partners hffpslAvm.relias.comllegaVmsa-2017 25J-23 15/16 11/1/2018 Press Room Relias Institute RELICS 1 (877) 200 0020 111 Corning Road, Suite 250 Cary, North Carolina 27518 Master Services Agreement I Relias Terms and Conditions Privacy Statement ©Relias, Inc. 2018 httpsl/www.relias.wnigegaVmsa-2017 25J-24 16/16 RELI�tS Contract Amendment ("Amendment") Relias LLC ("Company'D and Santa Ana Police Department Jail Bureau ("Client") are parties to a Master Services Agreement with a Subscription Start Date of March 1, 2019 (the "Agreement"). Effective March 1, 2019 ("Amendment Effective Date"), the parties amend the Agreement as follows: 1. Client shall pay the following Annual Subscription Totals for each year of its initial term: a. $15,025.34 for the Subscription Services period of March 1, 2019 through February 29,2020; b. $12,525.34 for the Subscription Services period of March 1, 2020, through February 28,2021; and c. $12,525.34 for the Subscription Services period of March 1, 2021, through February 28, 2022. 2. Client may increase the Annual Subscription Total by up to $2,000.00 for additional projects over the term, to be approved at the sole discretion of the city of Santa Ana. 3. Client shall receive access to the following courses and products during its initial term: a. "Corrections —Standard Package" for 100 Users, including over 250 courses, such as STC courses certified by the BSCC; b. "24/7 Support (1-100)" for up to 100 Users; c. "Advanced Leadership" Library 4. Client shall own its User data and shall be provided with such User data (via a spreadsheet) by Company during the initial term upon written request to Company. 5. Company shall provide Client with a completion report reflecting training hours and officer hour completions. Any inconsistencies between this Amendment and the Agreement shall be governed by this Amendment. Any terms used but not defined in this Amendment will have the meanings ascribed in the Agreement. SIGNED AND AGREED: Santa Ana Police Department Jail Bureau Relias LLC Signature: Signature: 25J-25 25J-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: CLERK OF COUNCIL USE ONLY: APPROVED AUTHORIZE PAYMENT TO SOUTHERN ❑ As Recommended mended CALIFORNIA EDISON FOR STREET LIGHT p Ordinance on 1s' Reading IMPROVEMENT IN THE SANTA ANITA ❑ Ordinance on 20" Reading NEIGHBORHOOD ❑ Implementing Resolution {STRATEGIC PLAN NO. 5,4D) ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize a one-time payment to Southern California Edison in the amount of $41,925.71 for street lighting improvements in the Santa Anita neighborhood between Camille Street and Jackson Avenue and Hazard Avenue and Harbor Boulevard. DISCUSSION On April. 5, 2016,. City Council approved an Annual Action Plan to the U.S. Department of Housing and Urban Development. The Annual Plan authorized the use of $48,637 of Community Development Block Grant (CDBG) funds for neighborhood sponsored lighting improvements to assist in the revitalization and improve the safety of the Santa Anita neighborhood. Staff recommends utilizing $41,925.71 of the approved CDBG funds for street lighting improvements to increase the visibility and safety of the local residents in the Santa Anita Neighborhood. Approval of this recommended action will authorize payment to Southern California Edison (Exhibit 1) for the improvement of 67 high-pressure sodium lights located on poles that Edison has retained ownership (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5, Community health, livability, engagement and sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy D (Implement new Neighborhood Improvement Initiatives focusing on residential areas that have been adversely affected by disinvestment and decline. Program and services from a variety of resources will be utilized to achieve positive and sustainable improvements). 29A-1 SCE Payment for the Street Light Improvement March 5, 2019 Page 2 FISCAL IMPACT Funds in the amount of $41,925.71 are available in the Community Development Block Grant account (no. 13518783-62300) for expenditure in FY 2018/19. O Minh Thai Executive Director Planning and Building Agency Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: i/;. Kat ryn Downg, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Southern California Edison Invoice 2. Map of Street Light Improvements 29A-2 SOUTHERN CALIFORNIA EDISON' Aa EDISONIA7rR,VATIOA'ALr C�Pan} Southern Califamia Edison Company 20 CIVICCENTERPLZ SAMA ANA CA 92701 4058 Document 7590188999 Invoice Term: 90 Days Customer Nome: SANTA ANA, CITY OF Customer Email: JELNIOREOSANTA-ANA.ORG Invoice Dale: 09/06/2018 SCE Contact: Moises hlaninez Telephone amount will typically consist of installation and semi" labor required far Ilia work request. The additional labor amount will Install - Billing Option: typically consist of labor for inspection, cable and equipment make-up, dead ending, OmfGe council, grounding, supervision, and District Address: 1241 SOUTH GRAND AVENUE SANTA ANA CA 92705 Description Amount Service Request Number 2549600 Project Location: HAZARD/HARBOR VARLOC SANTA ANA CA 92703 Project Description UPGRADE LUMINAIRES X 62/RM ST LT X4 Invoice 325948 Design 0: 1063696 Design Description UPGRADE LUMINAIRES X 62 / RM ST LT X 4 Product d: 1436493 - UPGRADE LUMINAIRE LABOR. This amount represents the total SCE labor required to complete the work request. In most casts, this labor amount will consist of construction labor and any additional labor required for completing the work request. Tim construction labor amount will typically consist of installation and semi" labor required far Ilia work request. The additional labor amount will 59,23&99 typically consist of labor for inspection, cable and equipment make-up, dead ending, OmfGe council, grounding, supervision, and switching. All applicable labor related overheads fm items such as the design, engineering, and project management ore also included in the told SCE labor mount. MATERIAL: This amount represent, the total SCE material required to complete the work request. Inmost cases, this material 322,J53.05 amount will consist afconstructiun material and any additional material required for completing the wok request The construction material will typically consist of installation and service material such as tronsfmmes; cable, conductor, poles, metes, riser, switches. fusing equipmarn, handholes, and cross -anus All applicable material related overheads are also included OTHER, This amount represents the total SCE other costs required to complete the work request. Inmost cases, this other 50.00 amount will consist ofall additional requirements needed for completing the work request. This otherammon typically consists of items such as Added Facilities one time charges, contractor work, rights check, and pemths. TOTAL LA BOR,\IATERLAL, OTHER: SI0,689.03 CREDITS; This amount represents the total SCE credits required to complete the work request. In most cases, this credit S(124.00) amount will consist of. Salvage Credit Depreciation Credit JPA Credit Overhead Equivalent Credit TOTAL CREDITS: 5(124.00) NET CONSTRUCTION BILLING / RELOCATION ADVANCE: S30-%&03 TAX: I. ITCC on Applicant Furnished Tax Base (Taxable Amount). 50.00 Tax Race, 0.00% Tax Amount S0.00 2. [TCC on Net Construction (Less Non Taxable Amount) Tac Base (Taxable Amount). S0,00 Tax Rate: 0.0095 Tax Account: SO.00 TOTALTAXs 50.00 DEPOSITS: Preliminary Design & Engineering Advance 50,00 Previous Payment SO.00 TOTAL DEPOSITS: - SO.00 COMIMF.NTS: e Enclosed ons two copies of you invoice. Picnic return one copy of the invoice with your payment to Accounts Receivable in die enclosed return -addressed envelope. The other copy of the invoice is fm your records. r ALL PRICES ARE APPLICABLE FOR A PERIOD OF 90 DAYS FRONT THIS DATE AND ARE SUBIECT TO CHANGE THEREAFTER. r All payments most be delivered by mail. an alternate postal method, as one ofciur electronic payment options. Walk-in payments are no longer accepted m my SCE location, including Accounts Receivable. r Plaase complete all applications and/or contracts and return to you planning office, using the enclosed remm-addressed envelope. TOTAL PROJECT INVOICE AMOUNT: S30-6SA3,,., CYYIQIT 4 ElSOUTHERN CAUFORNIA EDISON' &I EDISON L\TERNANONAL sir m, Somhem California Edison Company 20 CIVIC CENTER PLZ SANTA ANA CA 927014058 COMMENTS CONTINUED, Dacu mento 7590188999 Invoice Term: 90 Days Customer Name: SANTA ANA, CITY OF Customer Email: JELAIORErsSANTA-ANA.ORG Invoice Date: 09/068018 SCE Contact: Moises Manincz Telephone: Install - Billing Option: DistriebW dress: 1241 SOUTH GRAND AVENUE SANTA ANA CA 92705 If paying by check, please follow instructions on payment stub Instructions for wire or ACH payments: JP Morgan Chase Bank New York, NY ABA#: 021000021- Acct#: 323-394434 SCE Taxpayer ID No. 95-1240335 SCE Contact: Moises Martinez Document#: 7590188999 *** Failure to properly identify your document number and SCE contact may delay the application of funds and initiation of your project Special Instructions for overnight delivery methods: rm� ucmoi unv mssun paynscns awo won payment Payment Stub Document 7590188999 SANTA ANA, CITY OF 20 CIVIC CENTER PLZ SANTA ANA CA 92701 4058 Southern California Edison Attn: Accounts Receivable 8631 Rush Street G-53 Rosemead, CA 91770 Please pay total amount now due: I i 530,565.03 Thank you for paying promptly Make check payable to Southern California Edison ATT N: Accounts Receivable PO Box 800 Rosemead, CA 91771-001 ...................................................................................................... 29A-4 =Y14111MIT 4 SOUTHERN CALIFORNIA EDISON STREETLIGHT AUTHORIZATION DEVELOPERIAPPLICANT MUST PROVIDE THIS FORM COMPLETED BY THE PUBLICAUTHORITY FOR ANY SCE -OWNED STREETLIGHT INSTALLATION, REMOVAL OR CHANGE REQUESTS Incomplete forms will be returned and not processed rihr of Santa Ann PUBLIC AUTHORITY NAME: SuilderlDeveloper Name: Phone #: TracttRef # Streetlight Location See Attached SCE Maps Please Check one: ❑ Installation ❑ Removal X Change to LED Number of Lamp(s) Lamp Size Lamp Type —21- —10_ _HPS _ -1 — —20— -HPS - New Insta/latlons Public Authority Responsibility for Streetlight Monthly Billing Please Check one and till out applicable dates: _Upon Energizing ❑If Public Authority Is collecting Builder/Developer Advanced Energy Payment, Indicate date collected. ( ) Monthly Billing: _Establish new Service Account (SA) Use existing SA# _ Commitment Date - Date Agreed upon by SCE and Public Authority (_) or no later than 36 months from first streeUlght energized whichever Is earlier. Monthly Billing: _Establish new Service Account (SA) Use existing SA # _Public Authority Is not responsible HOAArea Name Other Entity (please defina) Public Authority Notes: Authorized Public Authority Agent Tyrone Chesanel< 8/30/18 Print name Date Phone # 714.647.5045 Principell CE Title TO BE COMPLETED BYSCE ACTION: ENTER TRACTIREF# ON DM PROGRAM NAME FIELD. District_ Planning AOR OM SR # Product # (one per SLA) PLANNER NAME (PRINT) FORWARD COMPLETED COPIES OF THE SLA FORM. MAP AND CS0272 CONTRACT, IF APPUCA13LE TO: "Street & Outdoor Lightrga =�on" Santa Ana Bldg. D � SCE SOL04M Rev 04.20.15 H 112xullQilT 01 SOUTHERN CAUFORNI•A rl EDISON' Au EDISON I..WERNA77O.NAL• Cempam Southern California Edison Company 20 CIVICCENTERPLZ SANTA ANA CA 92701 4058 Document I 7590183228 Invoice Term: 90 Days Customer Name: SANTA ANA. CITY OF Customer Email: JELMOREC.SANTA-ANA.ORG Invoice Date: 09282018 SCE Contact: Moises Martinez Tclephooe: wwwt will typically consist of installation cod service labor required for die work request. The additional labor amount will Install - Billing Option: typically consist o(labor for inspection, cable and equipment rtmke•up, dead ending, traffic control, growling, supervision, slid Oistrlcl Address: 1241 SOUTH GRAND AVENUE SANTA ANA CA 92705 " Descri tion Amount-- Service Request Number 2558343 Project Location: CAMILLE ST/JACKSON AVE XSTRT SANTA ANA CA 92704 Prujcct Description UPGARDE IS -I TO LED Invoice 331462 Design N: 1070031 Design Description UPGARDE LS -I TO LED Product N: 1444374 -UPGRADE LUMINAIRE LABOR; This amount represents the total SCE labor required to complete the wart request. Inmost cases, this labor amount will consist ofconstmction labor and coy additional labor required forcompleting the wart request The construction labor wwwt will typically consist of installation cod service labor required for die work request. The additional labor amount will typically consist o(labor for inspection, cable and equipment rtmke•up, dead ending, traffic control, growling, supervision, slid S31199.01 switching. All applicable labor related overheads for items such as the desiym, cogineering, and project management are also included in Ore total SCE labor amount. MATERIAL: This amount represents the meal SCE material required to complete the work request. Inmost cases, this material meant will consist ofconsuuction material and any additional material required forcompleting the work request. The 58,217.67 construction material will typically consist a(insmllation and service material such as transformers, cable, conductor, poles, meters• riser, switches, fusing equipment• handholes, and mass -am¢ All applicable material related oved¢ads arc also included VIER, This amount represents the total SCE other costs required to complete the work request. In most cases• this other amount will consist o(all additional requirements needed foreom letin die work 9 P E request. This other typically comists 50'00 of items such as Added Facilities onetime charges, contractor wart, rights check, and permits. TOTAL LABOR, MATERIAL, OTHER: SI Iv106M CREDITS: This amount represents the total SCE credits required to complete the wosk request In most eases, Osis credit S(46.00) mawat will consist of. Salvage Credit Depreciation Credit JPA Credit Oveshead Equivalent Credit - ,TOTAL CREDITS: $46.00) ' NET CONSTRUCTION BILLING I RELOCATION ADVANCE: 511,360.68 TA r\• I. ITCC on Applicant Furnished Tax Base (Taxable Amount): 50.00 Tax Rate 0.0014 Tax Amount. 50.00 2. ITCC on Net Cousuuction (Less Non Taxable Amount) Tax Base (Taxable Amount): 50.00 Tax Rate 0.00% Tax Amount 50.00 TOTALTAX: SO.00 DEPOSITS: Preliminary Design & Engineering Advance So.00 Previous payment SO.00 —TOTAL DEPOSITS:_ COMMENTS:-- • Enclosed arc two copies ofyour invoice. Name mount one copy ofthe invoice with you payment to Accounts Receivable in the c dosed retum•addressed envelope. Ti a other copy ofthe invoice is for your records. r ALL PRICES ARE APPLICABLE FOR A PERIOD OF 90 DAYS FROM THIS DATE AND ARE SUBJECT TO CHANGE THEREAFTER. r All payments most be delivered by mail, an alternate postal method, or one ofour electronic payment options. Walk-in payments art no longer accepted at any SCE location, including Accounts Receivable. • Please complete all applications and/or contracts and rcmm to your planning office, using the enclosed rcmm-addressed envelope. 29A 4 TOTAL PROJECT INVOICEAMOUNT: S11'60.68 1MVU112I01a rl SOUTHERN CAUFORNIA Pq EDISON' A,, WISOA' J9TERNATIONAL- Gmpen7 Southern California Edison Company 20 CIVICCENTERPLZ SANTA ANA CA 92701 4058 ADDITIONAL PA\'TIENT INSTRUCTIONS: Document8 7590183228 Immice'rerm: 90 Days Cuummer Name: SANTA ANA. CITY OF Customer Email: JELMORECSANTA-ANAORG Invoice Date: 09/28/1018 SCE Contact: Moises Nlanina Telephooc Imla11.0i ing Option: District Address: 1241 SOUTH GRAND AVENUE SANTA ANA CA 92705 If paying by check, please follow instructions on payment stub Instructions for mire orACif payments: JP Morgan Chase Bank New York, NY ABA#: 021000021 - Acct#: 323-394434 SCE Taxpayer ID No. 95-1240335 SCE Contact: Moises Martinez Document #: 7590183228 *** Failure to properly identify your document number and SCE contact may delay the application of funds and initiation of your project Special Instructions for overnight delivery methods: Please detach and return payment stub with payment Southern California Edison Attn: Accounts Receivable 8631 Rush Street G-53 Rosemead, CA 91770 ..i Payment Please pay total amount now due: 1:'SIT,360.68�� Stub Thank you for paying promptly Document # 7590183228 Make check payable to Southern California Edison SANTA ANA, CITY OF ATTN: Accounts Receivable PO Box 800 20 CIVICCENTERPIZ SRosemead, CA 91771-001 SANTA ANA CA 92701 4058 ----------------------------------------------------------- 9A-7----------- . -- --- ..............------. cvullmIT 4 SOUTHERN CALIFORNIA EDISON STREETLIGHT AUTHORIZATION DEVELOPER/APPLICANTMUST PROVIDE THIS FORM COMPLETED BY THE PUBLICAUTHORITY FOR ANY SCE -OWNED STREETLIGHT INSTALLATION, REMOVAL OR CHANGE REQUESTS Incomplete forms will be returned and notprocessed r'ifi, of ConM A.,., PUBLIC AUTHORITY NAME: Builder/Developer Name: Phone d: Tract/Ref d Streetlight Location See Attached SCE Maps Please Check one., ❑ Installation ❑ Removal X Change Number of Lamp(s) Lamp Size Lamp Type —22_ 82 watt LED New Installations Public Authority Responsibility for Streetlight Monthly Billing Please Check one and fill out applicable dates. X _Upon Energizing ❑if Public Authority Is collecting Bullder/Developer Advanced Energy Payment, Indicate date collected. ( I Monthly Billing: _Establish new Service Account (SA) Use existing SA # 1327055 Commitment Date. Date Agreed upon by SCE and Public Authority (_) or no later than 36 months from first streeUlght energized whichever Is earlier. Monthly Billing: _Establish new Service Account (SA) Use existing SA d _Public Authority Is not responsible QHOAArea Name Other Entity (please detine) Public Authority Notes: wumonzea ruolle Aumonty Agent Tyrone Chesanek 8/30/18 Print name Date Signature Phone 714.647.5045 Principal CE TO BE COMPLETED BYSCE ACTION: ENTER TRACT/REF(1 ON OM PROGRAM NAME FIELD. 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Y AN kec • L u CL �p!; to 6 `jSY'Sy W W R 9:OlLC1 A -S ..R =W- esue XF� i` i Up � � uxmona W -0p N •ane- `§R J N u _ m (3) LL l6 e to u._ h U U n� /l1 CF) LORI •-W- _" �SgW V cq C m a } Q 01 LU i �' '7:� i :•�% EI P$ 2 RXs XS Y8 X� V� , erg p apt y --A_t=:_ ` : # [ a W "pg�aR XR � rtS s �L'Is ea$ C9 J x EI 7Al 5; EV C, �. s� q PA FSE Siis J jop 14 m P w J A m qs n._ m- CC �v `Y6 V 6 nyd y ,� j •awnon 6-4 E- .._. 3. _.. ...- �Ae a N.w�ww n co Z Be .: A a tl yy Re Igal A q Y84 NR %S ,^ S Z J O SQ W W Sui 0 N c M y 7 Q El REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: RECEIVE AND FILE STAFF REPORT APPROVING TENTATIVE PARCEL MAP NO. 2018-03 TO ALLOW THE SUBDIVISION OF AN EXISTING 9.98 -ACRE PARCEL INTO SIX AIR -RIGHT CONDOMINIUM UNITS AND TWO LEGAL LOTS AT 1920 THROUGH 1940 EAST DEERE AVENUE — LUKE CORSBIE, APPLICANT (STRATEGIC PLAN NOS. 3,2) ACTING CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER It is recommended that the City Council receive and file the staff report approving Tentative Parcel Map No. 2018-03 (County Map 2017-155) as conditioned. PLANNING COMMISSION ACTION At its regular meeting on January 28, 2019, the Planning Commission by a vote of 5:0 (Alderete and Benavidez absent), adopted a resolution approving Tentative Parcel Map No. 2018-03 as conditioned to subdivide an existing 194,662 -square foot office commercial development constructed on a 9.98 -Acre parcel into six air -right condominium units and two legal lots 1920, 1924, 1928, 1932, 1936, and 1940 East Deere Avenue. The property is located in the Professional (P) zoning district. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION Luke Corsbie, representing Alton Deere, LP., is requesting approval of a tentative parcel map to subdivide six existing commercial office buildings into six air -right condominium units and two physical parcels. The site was developed with six office buildings in 1989. The buildings contain one and two stories and are addressed 1920 through 1940 East Deere Avenue. Based on a review of the tentative parcel map by the Planning Division, Orange County Fire Authority, and Public Works Agency, the project has been designed to be in compliance with the applicable development standards found in Chapter 34 (Subdivision) and Chapter 41 (Zoning) of the Santa Ana Municipal Code and applicable Professional zoning district requirements, and also in 32A-1 Tentative Parcel Map No. 2018-03 March 5, 2019 Page 2 compliance with all applicable state codes. Full-sized site plans are available for public viewing in the Clerk of the Council Office. Tentative Parcel Map applications require approval of a parcel map by the Zoning Administrator pursuant to Section 34-126 of the City of Santa Ana Municipal Code (SAMC) and application for a special use permit requires approval by the Planning Commission and City Council in concurrence with the tentative map application pursuant to Section 41-1806 of the SAMC. Table 1: Project and Location Information Item' Information Project Address 1920 East Deere Avenue Nearest Intersection Redhill Avenue and Deere Avenue General Plan Designation Professional Administrative Office (PAO) Zoning Designation Professional (P) Surrounding Land Uses North Industrial/Office Uses East Industrial/Office Uses South Industrial/Office Uses West Industrial/Office Uses Property Size 9.96 Acres Existing Site Development The site is currently developed with six office buildings, a surface parking lot, and landsca ing. Use Permissions Uses 41-313 Development Standards 41-314 through 41-323 Table 2: Condominium Unit Information Alton Deere Subdivision (County?Map 2017-155) Building Address Parcel Number Condominium Unit Number of Stories Total Building Square Footage First Floor SQ. FT. Second Floor SQ. FT. 1920 E. Deere 1 1 1 11,940 11,940 N/A 1924 E. Deere 1 2 2 22,944 11,152 11,792 1928 E. Deere 1 3 1 11,352 11,352 N/A 1932 E. Deere 1 4 2 31,474 14,938 16,536 1936 E. Deere 2 6 2 57,044 38,352 18,692 1940 E. Deere 2 5 2 31,826 15,290 16,536 32A-2 Tentative Parcel Map No. 2018-03 March 5, 2019 Page 2 Table 3: Development Standards SAMC Sec. 41-314 to 41-323 Standard Required Provided Height 35 Feet 30 Feet Front Setback 15 Feet 30 Feet Side Setback 5 Feet 57 Feet Rear Setback 10 Feet 46 Feet Off -Street Parking Includes ADA Stalls per Code 585 spaces 589 spaces Additionally, Covenants, Conditions and Restrictions (CC&Rs) will be adopted to define the operating and maintenance requirements. The CC&Rs will also create a property owner's association responsible for maintenance and enforcement of the CC&R provisions. Finally, the proposed subdivision is consistent with the Professional and Administrative Office (PAO) General Plan land use designation and all other elements of the General Plan. No adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized area. The existing buildings on the project site were constructed in compliance with all applicable city standards at the time of construction with no new constructions proposed as part of this project. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project is exempt from further review. Categorical Exemption ER No. 2017-149 will be filed for this project. FISCAL IMPACT The project will generate property tax revenue, permanent jobs and services for the community. Property tax revenue will increase as the current single lot will be subdivided into two lots. Additionally, the existing buildings will be converted to air -right condominiums and may be sold individually. The total net value of the property will increase and will create additional economic investment into the area. STRATEGIC PLAN ALIGNMENT Approval of this item 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). Minh Thai Executive Director Planning and Building Agency IO:Ia S:RFCA\2019\02-19-19TBA TM 18-03 RFCA.cc Exhibit: 1. Planning Commission Staff Report 32A-3 32A-4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: JANUARY 28, 2019 TITLE: PUBLIC HEARING — TENTATIVE PARCEL MAP NO. 2018-03 AND SPECIAL USE PERMIT NO. 2018-01 TO SUBDIVIDE AN EXISTING OFFICE COMPLEX INTO SIX AIR -RIGHT CONDOMINIUMS LOCATED AT 1920, 1924, 1928, 1932, 1936, AND 1940 EAST DEERE AVENUE — LUKE CORSBIE, APPLICANT (STRATEGIC PLAN NO. 3,2) Prepared by Ivan Orozco Executive Director RECOMMENDED ACTION EXHIBIT 1 PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Planning Manager It is recommended that the Planning Commission take the following actions: Adopt a resolution approving Tentative Parcel Map No. 2018-03 (County Map 2017-155), as conditioned. 2. Adopt resolution approving Special Use Permit No. 2018-01, as conditioned. Executive Summary Luke Corsbie, representing Alton Deere, LP., is requesting approval of a tentative parcel map and a special use permit to subdivide six commercial office buildings into six air -right condominium units and two physical parcels for the property located at 1920 East Deere Avenue. Tentative Parcel Map applications require approval of a parcel map by the Zoning Administrator pursuant to Section 34-126 of the City of Santa Ana Municipal Code (SAMC) and application for a special use permit requires approval by the Planning Commission and City Council in concurrence with the tentative map application pursuant to Section 41-1806 of the SAMC. Table 1: Project and Location Information Item Information Project Address 1920 East Deere Avenue Nearest Intersection Redhill Avenue and Deere Avenue 32A-5 TTM No. 2018-03, SUP No. 2018-01 January 28, 2018 Page 2 Item Information General Plan Designation Professional Administrative Office (PAO) Zoning Designation Professional (P) Surrounding Land Uses North Industrial/Office Uses East Industrial/Office Uses South Industrial/Office Uses West Industrial/Office Uses Property Size 9.96 Acres Existing Site Development The site is currently developed with six office buildings, a surface parking lot, and landsca in . Use Permissions Uses 41-313 Development Standards 41-314 through 41-323 Project Description Luke Corsbie is requesting approval of a tentative parcel map and special use permit a for condominium purposes to subdivide six existing office buildings into six air -right condominium units and to create two lots in order to sell the units and parcels individual owners (Table 2). Areas outside of the building walls will consist of common areas, landscaping, access and parking for these condominium units. The project will provide its own set of Covenants, Conditions, and Restrictions (CC&Rs) in order to guarantee proper maintenance and consistency within the potential owners. Table 2 and Table 3 below describe the proposed break -down of the buildings and the current development standards for the office complex. Table 2: Condominium Unit Information Alton Deere Subdivision (County Map 2017-155) Building Address Parcel Number Condominium Unit Number of Stories Total Building Square Footage First Floor SQ. FT. Second Floor SQ. FT. 1920 E. Deere 1 1 1 11,940 11,940 N/A 1924 E. Deere 1 2 2 22,944 11,152 11,792 1928 E. Deere 1 3 1 11,352 11,352 N/A 1932 E. Deere 1 4 2 31,474 14,938 16,536 1936 E. Deere 2 6 2 57,044 38,352 18,692 1940 E. Deere 2 5 2 31,826 15,290 16,536 32A-6 TTM No. 2018-03, SUP No. 2018-01 January 28, 2018 Page 3 Table 3: Development Standards SAMC Sec. 41-314 to 41-323 Standard Required Provided Height 35 Feet 30 Feet Front Setback 15 Feet 30 Feet Side Setback 5 Feet 57 Feet Rear Setback 10 Feet 46 Feet Off -Street Parking Includes ADA Stalls per Code 585 spaces 589 spaces Proiect Background The site was developed with six office buildings in 1989. The buildings contain one or two stories and are addressed 1920 through 1940 East Deere Avenue. In December 2017, the City's Development Review Committee (DRC) received the subject application. The project was revised to comply with the DRC's requirements. These revisions also included upgrades to driveways aprons, landscaping, and fire -related mitigation measures such as appropriate locations for water hydrants. The site currently meets the landscaping requirements related to buffers and setbacks. However, proposed conditions will require the project to comply with the drought tolerant landscaping requirements set forth in the Water Efficiency Landscape Ordinance, enacted in 2015. The tentative map is subject to the approval of the Zoning Administrator, while the special use permit requires Planning Commission approval, followed by the City Council consent review for both applications. In an effort to expedite the discretionary process, both applications were bundled to start at the at the Planning Commission review. Proiect Analysis Tentative Parcel Map Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Section 66473.5 and 66474 of the California Subdivision Map Act, applications for tentative parcel maps are approved when it can be shown that findings can be made in support of the request. Specifically, findings related to the proposal need to be made that the project is: consistent with the General Plan; the site is physically suitable for the type and density of the proposed project; the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, the proposed project will not cause serious public health problems; and the proposed project will not conflict with easements necessary for public access through or use of the property. Using this information staff has prepared the following analysis, which, in turn forms the basis for the recommendation contained in this report. In analyzing the 32A-7 TTM No. 2018-03, SUP No. 2018-01 January 28, 2018 Page 4 applicant's request, staff believes that the following analysis warrants approval of the tentative tract map. The applicant is seeking approval of a tentative parcel map to subdivide for condominium purposes, as the proposed development consists of six multi -use office buildings. Upon completion of the subdivision, the project site will continue to be utilized for commercial office use in the form of detached one-story and two-story concrete tilt -up structures. In reviewing the project, staff determined that the proposal as conditioned is consistent with the various provisions of the City's Zoning Code and General Plan, including lot size, lot coverage, and parking. Furthermore, conditions of approval have been included to bring the site's landscaping, architectural design, and Covenant Conditions and Restrictions to be in compliance with all applicable standards of the SAMC. Additionally, the proposed subdivision is consistent with the Professional and Administrative Office (PAO) General Plan land use designation and all other elements of the General Plan. No adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized area. Finally, the tentative tract map was found to be consistent with the California Subdivision Map Act and Chapter 34 of the Municipal Code as well as the California Subdivision Map Act. The existing buildings on the project site were constructed in compliance with all applicable city standards at the time of construction with no new constructions proposed as part of this project. Special Use Permit In August 2007, Ordinance No. NS -2755 was adopted that created regulations (Sec. 41-1800 through 1809 of the Santa Ana Municipal Code) for the conversion of commercial and industrial buildings into air -space condominiums. These standards were created to ensure that the commercial and industrial condominiums would remain economically viable and would not negatively affect the surrounding properties. The ordinance also created a new method of approving commercial and industrial condominium conversions by a special use permit, which requires approval by the Planning Commission concurrent with the tentative map application. An improvement plan per Sec. 41-1804 (a) of the SAMC is required as part of the special use permit approval. The purpose of the plan is to identify potential upgrades to the building to bring the structure into current construction standards. The plan must provide details of the site's ability to comply with off-street parking, sound transmission, energy efficiency, open space, setbacks, adopted design guidelines and landscaping. As part of the Development Review process and prior to the submittal of the tentative parcel map and special use permit application, the site was surveyed for consistency with the current off-street parking regulations, landscaping and accessibility. Current regulations pertaining to fire response and safety were also addressed with special consideration to the drive aisles and on-site fire hydrant locations. The construction of the six buildings are made up of a combination concrete tilt -up and glass office. Future improvements within the buildings will be consistent to all Title 24 Building Code requirements. 32A-8 TTM No. 2018-03, SUP No. 2018-01 January 28, 2018 Page 5 Additionally, Section 41-1805 of the SAMC requires separate meters for the units. The metering includes electric, gas, and water service for each of the units, or in this case buildings. The individual utility services for each building will all be provided underground, as Sec. 41-626 of the SAMC, pertaining to utility services requires that all commercial and industrial developments provide underground utilities. Table 4: CEQA. Strategic Plan Alignment, and Public Notification & Community Outreach CEQA, Strategic Plan Alignment; and', Public Notification & Community Outreach CEQA CEQA Type Class 1 - The project qualifies as a minor land division project under the provisions set forth in Section 15301 of the CEQA guidelines. Reason(s) This exemption applies to the subdivision of existing commercial or industrial Exempt or Analysis buildings, where no physical changes occur which are not otherwise exempt. No construction is proposed as part of the application. Strategic Plan Alignment Goal(s), Policy or Approval of this item supports the City's efforts to meet Goal #3 — Economic Policies Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning policies) Public Notification+& Community Outreach A public notice was posted on the project site on January 17, 2019. Notification by mail was mailed to all property owners and occupants within 500 Required Measures feet of the project site on January 17, 2019. Newspaper posting was published in the Orange County Reporter on January 17, 2019. Economic Development Benefits The project will generate property tax revenue, permanent jobs and services for the community. Property tax revenue will increase as the current single lot will be subdivided into two lots. Additionally, the existing buildings will be converted to air -right condominiums and may be sold individually. The total net value of the property will increase and will create additional economic investment into the area. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Tentative Parcel Map No. 2018-03 and Special Use Permit No. 2018-01 as conditioned. 32A-9 TTM No. 2018-03, SUP No. 2018-01 January 28, 2018 Page 6 Ivan Orozco Assistant Planner II 10: sb SAPIanning Comm1ssion\2019\01-28-19\TM 2018-03 SUP 18-01 1920 E Deere.pc Exhibits: 1 — Resolution 2 — Vicinity Zoning and Aerial View 3 — Site Photo 4 — Landscape Plan 5 — Tentative Parcel Map 32A-10 EXHIBIT 1 32A-11 This page left blank intentionally. 32A-12 LS 01.28.19 RESOLUTION NO.2019-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2018-03 AND SPECIAL USE PERMIT NO. 2018-01 AS CONDITIONED TO SUBDIVIDE AN EXISTING COMMERCIAL DEVELOPMENT INTO SIX AIR - RIGHT CONDOMINIUM UNITS AND TWO LOTS FOR THE PROPERTY LOCATED AT 1920, 1924, 1928, 1932, 1936, AND 1940 EAST DEERE AVENUE 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. Luke Corsbie, representing Alton Deere, LP ("Applicant'), is requesting approval of a tentative parcel map to subdivide an existing office development into six air -right condominiums and two parcels for the property located at 1920 East Deere Avenue. B. Applications for tentative parcel maps require approval of a parcel map by the Zoning Administrator pursuant to Section 34-126 of the Santa Ana Municipal Code (SAMC) and application for a special use permit requires approval by the Planning Commission and City Council in concurrence with the tentative map application. C. Tentative Parcel Map No. 2018-03 (County Map 2017-149) and Special Use Permit No. 2018-01 came before the Planning Commission of the City of Santa Ana on January 28, 2019, for a duly noticed public hearing. D. Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Sections 66473.5 and 66474 of the California Subdivision Map Act, applications for tentative parcel maps are approved when certain findings can be established. E. The Planning Commission of the City of Santa Ana determines that following findings, which must be established in order to approve Tentative Parcel Map No. 2018-03, have been established as required by SAMC Section 34-126 and the California Subdivision Map Act: 1. The proposed project and its design and improvements are consistent with the Professional and Administrative Office (PAO) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. Resolution No. 2019-xx 32A-13 Page 1 of 9 Tentative Parcel Map No. 2018-03, as conditioned, and its design and improvements will be consistent with the Professional and Administrative Office (PAO) land use designation of the General Plan and are otherwise consistent with all other Elements of the General Plan and applicable Specific Plans. The proposed subdivision promotes Land Use Element Policy 5.4, which supports land uses that are consistent with the Land Use Element. The project is located within the Professional (P) zoning district and is consistent with the Professional and Administrative Office (PAO) land use designation and all other elements of the General Plan. 2. The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. Tentative Parcel Map No. 2018-03, as conditioned, will conform to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project, as conditioned, conforms to the provisions of Chapter 34 and 41 of the Santa Ana Municipal Code including parking, setbacks and height. In addition, Covenants, Conditions and Restrictions (CC&Rs) will address issues such as drainage, reciprocal access, landscaping and maintenance that will be recorded prior to approval of the final map. 3. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for the type and density of the proposed project. The existing buildings on the project site were constructed in compliance with applicable city standards at the time of construction. There is no new construction or building expansion being proposed as part of this project. Any future development will comply with the provisions of the Santa Ana Municipal Code. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. Since the project is located in an urbanized area, there are no known Resolution No. 2019-xx 32A-14 Page 2 of 9 fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision not having any detrimental effects upon the general public. All necessary utilities and infrastructure improvements currently exist and comply with City standards. Therefore, approval of this subdivision will not cause any serious public health problems. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of, property within the proposed project. The designs or improvements associated with approval of the tentative parcel map will not conflict with easements necessary for public access through or use of the property within the proposed project. The project site will allow for shared common driveway access within development, which is outlined in the CC&Rs. The CC&Rs will ensure all ingress and egress easement and access will be maintained for the project site. F. A special use permit is required for commercial or industrial condominium conversion projects. The findings required for such special use permit requests are governed by SAMC Section 41-1807. For Special Use Permit No. 2018-01, the Planning Commission of the City of Santa Ana determines that the following findings have been established: 1. The proposed conversion of an existing commercial office development will not adversely impact the economic viability of large-scale commercial and industrial uses in the vicinity of the development, or in the city as a whole. The proposed conversion will not adversely impact the economic viability of large-scale commercial and industrial uses in the vicinity of the development, or in the city as a whole. The site is located to the northwest of the Redhill Avenue and Deere Avenue and within an established office park, offering various office type uses. There is no physical expansion of the existing buildings proposed with this Resolution No. 2019-xx 32A-15 Page 3 of 9 project. The condominium ownership will allow a new tenant or owner to lease or own a portion of the subdivided office building, thereby identifying the area as a stable and viable location for potential economic investment. 2. The proposed conversion of an existing commercial office development includes sufficient provisions for governance, funding and capitalization, and enforcement mechanisms to insure that the common area continues to be adequately and safely maintained and repaired for the life of the common interest development. The proposed conversion includes sufficient provisions for. governance, funding and capitalization, and enforcement mechanisms to insure that the common area continues to be adequately and safely maintained and repaired for the life of the common interest development. The creation of air -space condominiums will not negatively affect the property or maintenance of the site. The site is currently being maintained by a single ownership entity and will continue to operate uniformly with the establishment of new CC&Rs. Additionally, the creation of a sub -association for the proposed project will facilitate future maintenance between the different property owners. 3. The proposed conversion of an existing commercial office development includes sufficient provisions for the retention of such common areas for the use of all owners of separate interests therein. The proposed conversion includes sufficient provisions for the retention of such common areas for the use of all owners of separate interests therein. The proposed subdivision will maintain the existing parking and common areas open to all condominium owners. Additionally, the CC&Rs will ensure that all parties are granted proper access and parking on- site. 4. The proposed conversion of an existing commercial office development complies with the goals, policies and objectives of the city's general plan. The proposed conversion complies with the goals, policies, and objectives of the city's general plan. Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties and encourages increased level of capital investment. The commercial condominiums will allow individual ownership and increase capital investment in the Resolution No. 2019-xx 32A-1 6 Page 4 of 9 City. Policy 2.9 of the Land Use Element supports development that creates a business environment that is safe and attractive. A condition of approval will require the removal of any graffiti that may occur on the site. Policy 5.5 encourages development that is compatible and supportive of surrounding land uses. The Alton Deere Subdivision is located in an area with a mixture of professional and industrial uses and the proposed project will help to maintain compatibility with the surrounding professional and industrial uses. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Section 15301 of the CEQA Guidelines. This Class 1 exemption allows the subdivision of existing commercial or industrial buildings where no physical changes occur. Categorical Exemption Environmental Review No. 2017-149 will be filed for this project. Section 3. 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, 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 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Tentative Parcel Map No. 2018-03 (County Map 2017- 149) and Special Use Permit No. 2018-01 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein for the property located at 1920, 1924, 1928, 1932, 1936, and 1940 East Deere Avenue. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated January 28, 2019, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 28th day of January 2019, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Resolution No. 2019-xx 32A-17 Page 5 of 9 Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2019-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on January 28, 2019. Date: Recording Secretary City of Santa Ana Resolution No. 2019-xx 32A-18 Page 6 of 9 Conditions of Approval January 28, 2019 EXHIBIT A Tentative Parcel Map No. 2018-03 and Special Use Permit No. 2018-01 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowrip or to exercising the rights conferred by this tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the tentative tract map and the special use permit. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2017-42. 2. Two copies of the recorded final parcel map shall be submitted each to the Planning Division, Building Division and Public Works Agency within 10 days of recordation. 3. Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the project to the case planner for review and approval prior to the final map being recorded 4. The tentative parcel map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the State Subdivision Map Act. 5. After project occupancy, landscaping is to be maintained in accordance with the landscape plan approved for the project. This shall include the minimum levels of plant materials shown on the landscape plan and installed at the time of occupancy. 6. The property owner shall be responsible for maintaining the lots free from debris, overgrown vegetation, and graffiti. The property owner shall provide as part of the Covenants, Conditions and Restrictions (CC&Rs) that the owner of A Resolution No. 2019-xx 32A-19 Page 7 of 9 Conditions of Approval January 28, 2019 each condominium shall immediately remove any graffiti placed thereon. Any graffiti must be removed within 24 hours 7. The final map must be approved and recorded prior to issuance of on-site improvements such as, but not limited to the sidewalk and driveway apron improvements. 8. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. Prior to approval of Certificate of Occupancy, all on-site improvements shall be made in accordance with the submitted plans. 9. Prior to submittal of the final map, submit a management plan per Section 34- 184 of the Santa Ana Municipal Code. 10. Prior to submittal of the final map, submit a conversion plan per Section 41- 1804 of the Municipal Code. 11. Landscaping shall be maintained in compliance with the submitted plan. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 12.Propertv Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency, the Public Works Agency, and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a maintenance agreement or incorporate the form of this condition within the Project's CC&R's with the City of Santa Ana which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: a. Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); b. Compliance with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, 32A-20 Resolution No.2019-xx Page 8 of 9 Conditions of Approval January 28, 2019 c. Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; d. Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); e. If Developer and the owner of the property are different (e.g., if the Applicant is a tenant or licensee of the property or any portion thereof), both the Applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms. f. The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement. g. The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City. h. The execution and recordation of the maintenance agreement shall be a condition precedent to the final map being recorded. 32A-21 Resolution Poage9 of 9 This page left blank intentionally. 32A-22 EXHIBIT 2 32A-23 This page left blank intentionally. 32A-24 1/15/2019 Mt 32A-25 dB 2n19 ninitai Man Pmdnrt%. AU richt% r .rved- http://apps.spatialstream.com/production/dashboard/8/9/0/CurrentBuildRrtm VReporUng. html 1/1 This page left blank intentionally. 32A-26 EXHIBIT 3 32A-27 This page left blank intentionally. 32A-28 W � • I L A Ff LvTti� ���•, �t M� n !' n T4 SAWN. ' �l L ., •r 4 f.�•.,�. � A `lt, , y YES • � .--..�� � y� I�.��,�_. .kyr Ir�),.W VSEL_-K^_'Si`wa•.i This page left blank intentionally. 32A-30 EXHIBIT 4 32A-31 This page left blank intentionally. 32A-32 !I, L ------------------------ --------- - ------ - --- - --------- ---- -------- AR W2K Iae 11 1 12 MP6mm=, -- F%1TN61FEfE%MRR L1.1 TIVI No. 2018-03 SUP No. 2018-01 ALTON-DEERE PLAZA 1920 EAST DEERE AVENUE LANDSCAPE PLAN EXHIBIT NO. 4 32A-33 This page left blank intentionally. 32A-34 EXHIBIT 5 32A-35 This page left blank intentionally. 32A-36 G•tf TM No. 2018-03 SUP No. 2018-01 ALTON-DEERE PLAZA 1920 EAST DEERE AVENUE TENTATIVE PARCEL MAP EXHIBIT NO. 5 32A-37 e ;fix TENTATIVE PARCEL MAP N0. 2017455 FOR COPDOMMM PURPOSES 0 O[(d1'g9M�Wl. fO'MOWF2 m4acurmu T� :Aswe��s.�a.s..m_� Ti a'GES��a.:s� •r."3i i Awa _ nTTrMM .P me-ve���_�. illi G•tf TM No. 2018-03 SUP No. 2018-01 ALTON-DEERE PLAZA 1920 EAST DEERE AVENUE TENTATIVE PARCEL MAP EXHIBIT NO. 5 32A-37 e ;fix 32A-38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: ADOPT AN ORDINANCE TO AMEND CITY MANAGER'S CONTRACTING AUTHORITY FOR NON-PUBLIC WORKS AND PUBLIC WORKS CONTRACTS (STRATEGIC PLAN NOS. 4, 1; 7,5E) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance seeking to amend and reorganize provisions of the municipal code relating to the City Manager's authority to bind the City to any one non-public works and public works contract under Chapter 2, Article VII of The Santa Ana Municipal Code as follows: i) deleting section 2.1 of Chapter 2, Article 1 relating to the City Manager's authority to approve change orders; ii) deleting Section 2-801 of Chapter 2, Article VII relating to the City Manager's authority to bind the City to any one written contract for an amount not exceeding $25,000; iii) deleting Section 33-201 of Chapter 33, Article VIII of the Santa Ana Municipal Code relating to the City Managers authority to bind the City to any one written contract for emergency public works construction in an amount not exceeding $10,000; iv) amending Section 2-748 of Chapter 2, Article VII concerning the City Manager's contracting authority: (1) for non-public works contracts to increase from $25,000 to $100,000; (2) for public works contracts to increase from $25,000 to $250,000; (3) for emergency public works construction to increase from $10,000 to $100,000; and (4) to amend his/her contracting authority for change orders consistent with the new contracting limits for public works contracts. DISCUSSION Pursuant to Sections 421(b) (non-public works contracts) and 422(c) (public works contracts) of the City of Santa Ana Charter, the City Council may, by ordinance, authorize the City Manager to 50A-1 Amend City Manager's Contracting Authority for Non -Public Works and Public Works Contracts March 5, 2019 Page 2 bind the City on contracts at amounts that may be established from time to time by the City Council. Currently, the City Manager is authorized to bind the City to non-public works and public works contracts in an amount not to exceed twenty-five thousand dollars ($25,000). All contracts and agreements over $25,000 must be approved by the City Council. This process is time and staff intensive. Regardless of the contract amount, all contracts and agreements must comply with the City's Purchasing Policies and Procedures, and the State of California Public Contract Code, which are designed to ensure fair, transparent, and competitive procurement practices. On average, the Council is presented with over 250 contracts and agreements for approval annually. Due to the nature of the services provided by the Public Works Agency (PWA), nearly half of these contracts and agreements are for PWA -related materials and services. Staff report development typically requires in excess of 15 to 20 hours of preparation time per agreement. The City Council last adopted an Ordinance revising the City Manager's contracting authority on July 3, 2006, when it increased the City Manager's authority from $10,000 to the current $25,000 level for all contracts and agreements. Costs of goods, services, and construction have risen in the ensuing years. A $25,000 contract requires a lot of administration costs and does not buy much in services or goods. Staff surveyed Orange County cities (Exhibit 2) and others in the region and found that the City Manager contracting authority ranges from a low of $20,000 (Stanton and Seal Beach) to a high of $1,000,000 (Irvine). Cites comparable to Santa Ana in population, such as Anaheim, Irvine and Long Beach, have City Manager contracting authority averaging $100,000. The proposed action will increase the City Manager's authority to enter into contracts and agreements for non-public works contracts to $100,000. The proposed action would also increase the City Manager's contracting authority for public works contracts to $250,000, which would include contracts for maintenance and repair, the procurement of materials, supplies and services relating to projects for the erection or improvement of public buildings, streets, drains, sewers, and/or parks. The Council is also being asked to consider amending the municipal code to increase the City Manager's authority to execute change orders to public works contracts to a maximum of 10% of the original contract amount or $25,000, whichever is greater. In the case of a City Manager - executed contract, the total maximum would be $275,000 ($250,000 + 10% Change Order or $25,000). In the case of a City Council -approved contract, the change order could be more (e.g., 10% of a $3 million contract is $300,000). As stated above, all procurement activity would still be subject to the same bid thresholds and stringent procurement policies and procedures in effect. The proposed Ordinance also includes City Manager authority to authorize emergency contracts up to $100,000. Emergency contracts do not require formal bids. Upon presentation of a contract to the City Manager for signature, staff shall identify budgeted funds including account numbers in the existing fiscal year budget covering the contract period. All contracts shall be reviewed and approved as to form by the City Attorney regardless of amount. The City Manager will prepare and submit to City Council on a quarterly basis a report outlining 50A-2 Amend City Manager's Contracting Authority for Non -Public Works and Public Works Contracts March 5, 2019 Page 3 all contracts approved by the City Manager along with corresponding amounts, purpose/scope, contractor/vendor name, etc. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment), and Goal #7 - Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization), Strategy E (identify best practices and opportunities for process improvement and automation across City departments in order to provide effective and efficient delivery of City services to the community). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT be significant savings of staff time that cannot be quantified at this time. Executi a Director Public Works Agency Exhibits: 1. Proposed Ordinance 2. Survey of Orange County Cities y' 1 I EXHIBIT 1 SC 3.5.2019 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 2-1, SECTION 2-801, AND SECTION 33-201 OF THE SANTA ANA MUNICIPAL CODE RELATING TO THE CITY MANAGER'S AUTHORITY TO BIND THE CITY TO NON-PUBLIC WORKS AND PUBLIC WORKS CONTRACTS, AND REORGANIZING THE CITY MANAGER'S CONTRACT AUTHORITY UNDER CHAPTER 2, ARTICLE VII OF THE SANTA ANA MUNICIPAL CODE 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. Pursuant to Sections 421(b) (non-public works contracts) and 422(c) (public works contracts) of the City of Santa Ana Charter, the City Council may, by ordinance, authorize the City Manager to bind the City on contracts at amounts that may be established from time to time by the City Council. B. Currently, the City Manager is authorized to bind the City to both non-public works contracts and public works contracts in an amount not to exceed twenty- five thousand dollars ($25,000). All contracts and agreements over $25,000 must be approved by the City Council. C. Regardless of the contract amount, all contracts must comply with the City's Purchasing Policies & Procedures designed to ensure fair and competitive procurement practices. D. On average, the City Council is currently presented with over 250 contracts and agreements for approval annually. The process to obtain City Council approval can be lengthy and requires a substantial amount of City staff time. This process also adversely impacts the City's ability to provide efficient and timely delivery of services to its constituents and businesses. E. Increasing the City Manager's contracting authority for both non-public works and public works contracts and change orders to such contracts will free staff time to devote to other necessary public services. F. Increasing the City Manager's contracting authority for both non-public works and public works contracts and change orders to such contracts will also streamline the process to execute Public Works Agency contracts and agreements for the construction, rehabilitation, maintenance, testing and inspection of public infrastructure, thereby improving the delivery of services necessary for the continued enhancement and preservation of such public infrastructure. SC 3.5.2019 G. Reorganizing the City Manager's contracting authority from three different articles in the Municipal Code into one Article will provide a concise and organized location within the Municipal Code for City Staff and the public to reference this delegation of authority by the City Council to the City Manager, as provided under the City Charter. Section 2. Section 2-1 of Chapter 2, Article I of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 2-1. — Reserved. CityFnanageF's edtheritjr to appFeve Ghange eFdeFs. labor oFeguipme^• as deaed+n SantaAnaCity-GM ieFsestierr424-wiitae reviews oityaeunoi{-appreval-when susb-shange-order-fer-any one (i) -ser ast egetheF wit# Section 3. Section 2-801 of Chapter 2, Article VII of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 2-801. — Reserved. City-manageF's authority: Thety FnanageF is a, thg a-te-bind-Hae-city-te any one wfitten contrast feFan ameunt notexseeding4he sum-ef-twenty f+ve4heusand dell Fs ($25;900:88) Section 4. Section 33-201 of Chapter 33, Article VIII of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 33-201. — Reserved. City-FnanageF''s aui#erity- The-city FnanageF4sautherized4e-bind4he-city4G-any-e wf:itten-seaNast €eF emeFgensy-pubRo- works-eenstFuc4ioi44Ranamount-+het exeeedi wj4he-suFn-of ten thousand dell aFs-($49;88048} Section 5. Chapter 2, Article VII of the Santa Ana Municipal Code is hereby amended to read as follow: ARTICLE VII. — RESERVED. CITY MANAGER'S CONTRACTING AUTHORITY Section 2-748. — ReseFired City manager's contracting authority. (a) Non-public works contracts y 1 M SC 3.5.2019 The city manager is authorized to bind the City to any one or more written non-public works contract, per vendor, in an amount or amounts not exceeding the sum of one hundred thousand dollars ($100,000.00). For purposes of this section, a non-public works contact shall mean any contact not deemed to be a public works contract under subsection (b)(1). (b) Public works contracts The city manager is authorized to bind the City to any one or more written public works contract, per vendor, in an amount or amounts not exceeding the sum of two hundred and fifty thousand dollars ($250,000.00). For purposes of this section, a public works contract shall be deemed to mean a project for the erection, improvement, and/or maintenance, inspection, testing and repair of public buildings, streets, drains, sewers, or parks. 2. The city manager is authorized to bind the city to any one written contract for emergency public works construction in an amount not exceeding the sum of one hundred thousand dollars ($100,000.00). 3. The city manager of the City of Santa Ana is hereby authorized to bind the City of Santa Ana on change orders to any one public works contract, per vendor, without previous city council approval when such change order for any one (1) public works contract, together with any previously approved change orders for said contract, do not cumulatively amount to an increase of the city's expenditure obligation under said contract of more than ten (10) per cent of the original contract amount, or the amount of twenty-five thousand dollars ($25,000.00), whichever is the greater. Section 2-749 — Reserved. Section 6. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 7. Effective Date. This ordinance shall become effective thirty (30) days following its second reading and its adoption. 50A-7 SC 3.5.2019 Section 8. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published once within 15 days of adoption in a newspaper of general circulation printed and published within the City of Santa Ana, and shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with Government Code § 36933. ADOPTED this _ day of March, 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: 40466�0� Sonia Carvalho City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: ABSENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Norma Mitre Acting Clerk of the Council City of Santa Ana y 1 m • Santa !Ana Tustin $25,000 Fullerton Irvine $1,000,000 276,176 Westminster $175,000 94,476 Newport Beach $120,000 87,182 I Long Beach $100,000 478,561 Huntington Beach $100,000 202,648 Anaheim $50,000 357,084 Garden Grove $50,000 176,896 Costa Mesa $50,000 115,296 Fountain Valley $50,000 56,920 San Juan Capistrano $45,000 36,759 La Habra $35,000 ! 62,850 Seal Beach $33,000 25,984 Buena Park $30,000 83,995 Rancho Santa Margarita $30,000 49,329 Orange. $29,999 141,952 Brea $25,000 44,890 Cypress $25,000 49,978 La Palma $25,000 15,948 Placentia $25,000 52,755 San Clemente $25,000 65,543 Santa !Ana Tustin $25,000 Fullerton $24,999 Stanton $20,000 82,334 144,214 39,470 50A-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT, RESOLUTION AND AGREEMENT ACCEPTING FY 2018EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG) (STRATEGIC PLAN NO. 1, 2E, 6B) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an appropriation adjustment recognizing $42,382 in Emergency Management Performance Grant (EMPG) funds in revenue account (no. 12814002-52001), and appropriating same to expenditure account (no. 12814414 - various). 2. Adopt a resolution authorizing the City Manager to act on behalf of the City of Santa Ana for the purpose of obtaining federal funds, related to homeland security, emergency management and/or disaster recovery, provided by the US Department of Homeland Security and sub -granted through the State of California. 3. Authorize the City Manager and the Clerk of the Council to execute a one-year agreement with the County of Orange, commencing July 1, 2018, for the EMPG Grant in an amount not to exceed $42,382, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In October 2018, the Police Department prepared an initial application for the FY 2018 Emergency Management Performance Grant (EMPG), which is funded by the US Department of Homeland Security and passed through the State of California Office of Emergency Services. The EMPG grant is designed to assist state and local emergency management and disaster preparedness programs with employment and development of emergency management staff, development of emergency plans and procedures, and preparing cities for disaster response. The EMPG grant is distributed by population to counties and cities that maintain emergency management staff and meet training, exercising and reporting requirements. 55A-1 Emergency Management Performance Grant March 5, 2019 Page 2 The Police Department has received an award from the FY 2018 EMPG grant in the amount of $42,382. This award will provide funding support to the City to acquire electronic displays, maps and computer equipment for the City's Emergency Operations Center. The proposed resolution authorizes the City the City Manager, on terms acceptable to the City Attorney, to execute a sub -recipient transfer agreement with the County of Orange and/or Orange County Sheriffs Department in an amount not to exceed $42,382 in support of the grant program. The resolution also authorizes the City Manager to prepare reimbursement agreements for salary costs, equipment, services, or training with the County of Orange pursuant to the guidelines set for in the EMPG program. The proposed agreement will allow the County to reimburse the City for costs associated with the grant. STRATEGIC PLAN ALIGNMENT Approval of these items assists the City in meeting Goal #1 Community Safety, Objective #2 (Broaden communications, information sharing and community awareness of public safety activities), Strategy E (Update the City's Emergency Operations Center (EOC) emergency preparedness plan to include a community evacuation strategy to respond to natural disasters); and Objective #6 (Enhance Public Safety integration, communications and community outreach), Strategy B (Develop and implement a Fire/Emergency Medical Services major incident notification process to better communicate with community members during emergencies.). FISCAL IMPACT The appropriation adjustment will recognize $42,382 in EMPG Grant funds in revenue account (no. 12814002-52001), and appropriate same to expenditure account (no. 12814414 - 63001). Existing Police Department funding of the Emergency Operations Coordinator position fulfills the requirement for matching funds. avid VaLan in ief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: d4k _ r Kathryn Downs, CPA Executive Director vxt 55A� Finance and Management Services Agency Exhibits: 1. Resolution 2. Transfer Agreement with County of Orange 55A-2 TB 2.19.19 EXHIBIT 1 RESOLUTION NO. 2019 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER AND THE CHIEF OF POLICE OF HIS DESIGNEE(S) TO OBTAIN 2018 EMERGENCY MANAGEMENT PERFORMANCE GRANT FUNDS THROUGH THE COUNTY OFORANGE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The State of California Office of Emergency Services is responsible for implementing the United States Department of Homeland Security's Emergency Management Performance Grant Program (EMPG). The funds cover the salary costs for personnel involved in emergency management activities as well as the cost of miscellaneous equipment identified on the OHS approved equipment list. B. The County of Orange is a subgrantee of the 2018 EMPG funds and will provide funds to local governments for implementation of countywide emergency management capabilities. C. The City of Santa Ana is one of the subrecipients of the EMPG funds and has been allocated $42,382 of the County of Orange's total EMPG fund. Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager, on terms acceptable to the City Attorney, to execute a sub -recipient transfer agreement (also called a transfer agreement) with the County of Orange and/or Orange County Sheriffs Department in an amount not to exceed $42,382. Section 3. The City Council of the City of Santa Ana hereby authorizes and directs the City Manager or his designee, on terms acceptable to the City Attorney, to prepare reimbursement agreements for salary costs, equipment, services, or training with the County of Orange pursuant to the guidelines set for in the EMPG program and EMPG Articles, Assurances, Certifications, Terms and Conditions. Section 4. The City Council of the City of Santa Ana hereby approves an Appropriation Adjustment recognizing the FY 2018 Emergency Management Performance Grant in the amount of $42,382 and appropriates same in the FY 2018 Emergency Management Performance Grant expenditure accounts. 55A-3 Resolution No. 2019 -XXX Page 1 of 2 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. ADOPTED this day of February 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: is R. Carvalh ,City Attorney By: amara Bogosian Assistant CityAttomey AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOTPRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019 -XXX. to be the original resolution adopted by the City Council of the City of Santa Ana on , 2019. Date: Clerk of the Council City of Santa Ana 55A-4 Resolution No. 2019 -XXX Page 2 of 2 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Attachment B - Form of Transfer Agreement AGREEMENT TO TRANSFER FUNDS Page 1 of 4 EXHIBIT 2 FOR 2018 EMERGENCY MANAGEMENT PERFORMANCE GRANT PROGRAM THIS AGREEMENT is entered into this day of 20_, which date is enumerated for purposes of reference only, by and between the COUNTY OF -ORANGE, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and City of Santa Ana a municipal corporation, hereinafter referred to as "SUBRECIPIENT." WHEREAS, COUNTY, acting through its Sheriff -Coroner Department, hereinafter referred to as SHERIFF, in its capacity as the lead agency for the Operational Area, has applied for, received and accepted the Emergency Management Performance Grant (hereinafter referred to as "the grant") from the California Office of Emergency Services ("CalOES"). WHEREAS, the purpose of the grant is to support comprehensive emergency management at the state, tribal and local levels and to encourage the improvement of prevention, protection, mitigation, response and recovery capabilities for all hazards, as set forth in Attaclunent A hereto (FY 2018 Emergency Management Performance Grants [EMPG] Notice of Funding Opportunity [NOFO]), which is attached hereto and incorporated herein by reference. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: I. COUNTY shall transfer to SUBRECIPIENT grant funds, in arrears, as necessary to reimburse SUBRECIPIENT for reasonable and permissible expenditures for the grant purposes. In order to obtain grant funds, SUBRECIPIENT shall comply with the instructions and submit to SHERIFF all required information and documentation, as set forth in Attachment B (FY 2018 EMPG Financial Management Forms Workbook), which is attached hereto and incorporated herein by reference. 2. Throughout their useful life, grant property and equipment shall be used by SUBRECIPIENT only for grant purposes in accordance with Attaclunent A hereto. 3. SUBRECIPIENT shall exercise due care to preserve and safeguard grant property and equipment from damage or destruction and shall provide regular maintenance and such repairs for grant CFDA: 97.042 Emergency Management Perfunmance Grant Department of Homeland Security 5 5Aw&f 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Attachment B - Form of Transfer Agreement Page 2 of 4 property and equipment as are necessary, in order to keep said grant property and equipment continually in good working order. 4. If grant property or equipment becomes obsolete, SUBRECIPIENT shall dispose of it only in accordance with the instructions of COUNTY or the agency from which COUNTY received the grant funds. 5. SUBRECIPIENT shall submit to the COUNTY grant program reporting documents and information in accordance with requirements set out in the Attachment C (FY 2018 Emergency Management Performance Grant Program: California Supplement to the Federal Program Funding Opportunity Announcement; or, The State Guidance), which is attached hereto and incorporated herein by reference. 6. By executing this Agreement, SUBRECIPIENT agrees to comply with and be fully bound by this Agreement and all applicable provisions of Attachments A, B, C, and D (Standard Assurances for all CaIOES Federal Grant Programs) hereto. SUBRECIPIENT shall notify COUNTY immediately upon discovery that it has not abided or no longer will abide by any applicable provision of this Agreement or Attachments A, B, C, or D hereto. 7. . SUBRECIPIENT agrees to indemnify,. defend and save_hannless COUNTY and the agency from which COUNTY received grant funds, and their elected and appointed officials, officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, laborers, and any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with SUBRECIPIENT's performance of this Agreement, including Attachments A, B, C, and D hereto, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by SUBRECIPIENT in the performance of this Agreement, including Attachments A, B, C, and D hereto. 8. No alteration or variation of the temts of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 9. SUBRECIPIENT may not assign this Agreement in whole or in part without the express written consent of COUNTY. CFDA: 97.852 Emergency Management Performance Grant Department of Homeland Security 5 5AW4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Attachment B - Form of Transfer Agreement Page 3 of 4 10. SUBRECIPIENT shall provide to COUNTY all records and information requested by COUNTY for inclusion in quarterly reports and such other reports or records as COUNTY may be required to provide to the agency from which COUNTY received grant funds or other persons or agencies. 11. For a period of three years after the final Federal Financial Report hereunder or until all claims related to this Agreement are finally settled, whichever is later, SUBRECIPIENT shall preserve and maintain all documents, papers and records relevant to the work performed or property or equipment acquired in accordance with this Agreement, including Attachments A, B, C, and D hereto. For the same time period, SUBRECIPIENT shall make said documents, papers and records available to COUNTY and the agency from which COUNTY received the grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of SUBRECIPIENT, upon request, during usual working hours. 12. SUBRECIPIENT and COUNTY shall be subject to examination and audit by the California State Auditor with respect to this Agreement for a period of three years after the final Federal Financial Report hereunder. 13. COUNTY may tenninate this Agreement and be relieved of the payment of any consideration to SUBRECIPIENT if a) SUBRECIPIENT fails to perform any of the covenants contained in this Agreement, including the applicable terms of Attachments A, B, C, and D hereto, at the time and in the manner herein provided, or b) COUNTY loses funding under the grant. In the event of termination, COUNTY may proceed with the work in any manner deemed proper by COUNTY. 14. SUBRECIPIENT and its agents and employees shall act in an independent capacity in the performance of this Agreement, including Attachments A, B, C, and D hereto, and shall not be considered officers, agents or employees of COUNTY or SHERIFF or of the agency from which COUNTY received grant funds. 15. By signing this Agreement, SUBRECIPIENT understands and agrees that: a. Failure to follow grant guidance, including those detailed below, will result in ineligibility for any reimbursement under the FY 2018 EMPG: CFDA: 97.042 Emergency Management Perframanee Gmnt Department of nomdand Security 5 514-&!Flf 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Attachment B - Form of Transfer Agreement Page 4 of 4 b. A SUBRECIPIENT representative must attend half of the Orange County Emergency Managers Organization meetings held from July 1, 2018 through June 30, 2019; c. SUBRECIPIENT must maintain National Incident Management System (NIMS) compliance; d. For any personnel whose salary is charged to the grant, that specific individual must meet the training and exercise requirements set forth in the grant guidance; and e. Only those expenditures specifically detailed in the Financial Management Forms Workbook are approved for funding; any changes must be pre -approved by the California Office of Emergency Services, IN WITNESS WHEREOF, the parties have executed this Agreement in the County of Orange, I State of California. DATED: 20 APPROVED AS TO FORM COUNTY COUNSEL By Wendy VVrIllips, Senioo epD DATED: APPROVED AS TO FORM Sonia R. Carvalho Ci riomey Tamara Bogosian Assistant City Attorney CFDA: 97.0.12 Emcgeeney Management Pedomunce Grant Npanmenl or Homeland Sacurily 20 COUNTY OF ORANGE, a political subdivision of the State of California By Sheriff -Coroner "COUNTY" SUBRECIPIENT a ATTEST: City Clerk DATED: Exhibits A - D Cal OES GOVERNOR'S OFFICE OF EMERGENCY SERVICES Standard Assurances For All Cal IDES Federal Grant Programs As the duly authorized representative of the Applicant, I hereby certify that the Applicant has the legal authority to apply for federal assistance and the institutional, managerial and financial capability (including funds sufficient to pay any non-federal share of project cost) to ensure proper planning, management, and completion of the project described in this application, within prescribed timelines. I further acknowledge that the Applicant is responsible for reviewing and adhering to all requirements within the: (a) Applicable Federal Regulations (see below); (b) Federal Program Notice of Funding Opportunity (NOFO); (c) Caltfomia Supplement to the NOFO; and (d) Federal and State Grant Program Guidelines. Federal Regulations Government cost principles, uniform administrative requirements, and audit requirements for federal grant programs are set forth in Title 2, Part 200 of the Code of Federal Regulations (C.F.R.). Updates are issued by the Office of Management and Budget (OMB) and can be found at htto://www.whitbhouse.govfomb/. Significant state and federal grant award requirements (some of which appear in the documents listed above) are set forth below. The Applicant hereby agrees to comply with the following: 1. Proof of Authority The Applicant will obtain written authorization from the city council, governing board, or authorized body in support of this project. This written authorization must specify that the Applicant and the city council, governing board, or authorized body agree: (a) To provide all matching funds required for the grant project and that any cash match will be appropriated as required; (b) Any liability arising out of the performance of this agreement shall be the responsibility of the Applicant and the city council, governing board, or authorized body; (c) Grant funds shall not be used to supplant expenditures controlled by the city council, governing board, or authorized body, and (d) The official executing this agreement is, in fact, authorized to do so. This Proof of Authority must be maintained on file and readily available upon request Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances Page1 py 11 Initials 55A-9 2. Period of Performance The Applicant will initiate work after approval of the award and complete all work within the period of performance specified in the grant. 3. Lobbying and Political Activities As required by Section 1352, Title 31 of the United States Code (U.S.C.), for persons entering into a contract, grant, loan, or cooperative agreement from an agency or requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan, the Applicant certifies that: (a) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, 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. (c) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. The Applicant will also comply with provisions of the Hatch Act (5 U.S.C. §§ 1501-1508 and §§ 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with federal funds. Finally, the Applicant agrees that federal funds will not be used, directly or indirectly, to support the enactment, repeal, modification or adoption of any law, regulation or policy without the express written approval from the California Governor's Office of Emergency Services (Cal OES) or the federal awarding agency. 4. Debarment and Suspension As required by Executive Orders 12549 and 12689, and 2 C.F.R. § 200.213 and codified in 2 C.F.R. Part 180, Debarment and Suspension, the Applicant will provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the federal government. The Applicant certifies that it and its principals, subgrantees, recipients or subrecipients: Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances 55A-10 Page 2 of 11 Initials (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (b) Have not within a three-year period preceding this application 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 records, 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 (2)(b) of this certification; and (d) Have not within a three-year period preceding this application had one or more public transaction (federal, state, or local) terminated for cause or default. Where the Applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application. 5. Non -Discrimination and Equal Employment Opportunity The Applicant will comply with all federal statutes relating to non-discrimination. These include, but are not limited to, the following: (a) Title VI of the Civil Rights Act of 1964 (Public Law (P.L.) 88-352 and 42 U.S.C. § 2000d et. seq.) which prohibits discrimination on the basis of race, color, or national origin and requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services; (b) Title IX of the Education Amendments of 1972, (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex in any federally funded educational program or activity; (c) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794), which prohibits discrimination against those with disabilities or access and functional needs; (d) Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability and requires buildings and structures be accessible to those with disabilities and access and functional needs (42 U.S.C. §§ 12101-12213); (e) Age Discrimination Act of 1975, (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) Public Health Service Act of 1912 (42 U.S.C. §§ 290 dd-2), relating to confidentiality of patient records regarding substance abuse treatment; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), relating to nondiscrimination in the sale, rental or financing of housing as implemented by the Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units—i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground -floor units in buildings without elevators be designed and constructed With certain accessible features (See 24 C.F.R. § 100.201); Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances Page 3 f 11 I2Is)U 55A-11 (h) Executive Order 11246, which prohibits federal contractors and federally assisted construction contractors and subcontractors, who do over $10,000 in Government business in one year from discriminating in employment decisions on the basis of race, color, religion, sex, sexual orientation, gender identification or national origin; (t) Executive Order 11375, which bans discrimination on the basis of race, color, religion, sex, sexual orientation, gender identification, or national origin in hiring and employment in both the United States federal workforce and on the part of government contractors; (j) California Public Contract Code § 10295.3, which prohibits discrimination based on domestic partnerships and those in same sex marriages; (k) DHS policy to ensure the equal treatment of faith -based organizations, under which all applicants and recipients must comply with equal treatment policies and requirements contained in 6 C.F.R. Part 19; (1) Any other nondiscrimination provisions in the specific statute(s) under which application for federal assistance is being made; and (m)The requirements of any other nondiscrimination statute(s) which may apply to the application. In addition to the items listed in (a) through (m), the Applicant will comply with California's Fair Employment and Housing Act (FEHA). FEHA prohibits harassment and discrimination in employment because of ancestry, familial status, race, color, religious creed (including religious dress and grooming practices), sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, mental and physical disability, genetic information, medical condition, age, pregnancy, denial of medical and family care leave, or pregnancy disability leave (California Government Code §§12940, 12945, 12945.2), military and veteran status, and/or retaliation for protesting illegal discrimination related to one of these categories, or for reporting patient abuse in tax supported institutions. 6. Drug -Free Workplace As required by the Drug -Free Workplace Act of 1988 (41 U.S.C. § 701 et seq.), the Applicant certifies that it will maintain a drug-free workplace and a drug-free awareness program as outlined in the Act. Environmental Standards The Applicant will comply with state and federal environmental standards, which may be prescribed pursuant to the following, as applicable: (a) California Environmental Quality Act (CEQA) (California Public Resources Code §§ 21000- 21177), to include coordination with the city or county planning agency; (b) CEQA Guidelines (California Code of Regulations, Title 14, Division 6, Chapter 3, §§ 15000- 15387); (c) Federal Clean Water Act (CWA) (33 U.S.C. § 1251 et seq.), which establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters; (d) Federal Clean Air Act of 1955 (42 U.S.C. § 7401) which regulates air emissions from stationary and mobile sources; Emergency Management Performance Grant Program (EMPG)— 2018 Grant Assurances Page 4 f 11 IniBalsm 55A-12 (e) Institution of environmental quality control measures under the National Environmental Policy Act (NEPA) of 1969 (P.L. 91-190); the Council on Environmental Quality Regulations for Implementing the Procedural Provisions of NEPA; and Executive Order 12898 which focuses on the environmental and human health effects of federal actions on minority and low-income populations with the goal of achieving environmental protection for all communities; (f) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988; (g) Executive Order 11514 which sets forth national environmental standards; (h) Executive Order 11738 instituted to assure that each federal agency empowered to enter into contracts for the procurement of goods, materials, or services and each federal agency empowered to extend federal assistance by way of grant, loan, or contract shall undertake such procurement and assistance activities in a manner that will result in effective enforcement of the Clean Air Act and the Federal Water Pollution Control Act Executive Order 11990 which requires preservation of wetlands; (i) The Safe Drinking Water Act of 1974, (P.L. 93-523); Q) The Endangered Species Act of 1973, (P.L. 93-205); (k) Assurance of project consistency with the approved state management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.); (1) Conformity of Federal Actions to State (Clear Air) Implementation Pians under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (m)Wild and Scenic Rivers Act of 1968 (16 U.S.C. § 1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. The Applicant shall not be: 1) in violation of any order or resolution promulgated by the State Air Resources Board or an air pollution district; 2) subject to a cease and desist order pursuant to § 13301 of the California Water Code for violation of waste discharge requirements or discharge prohibitions; or 3) determined to be in violation of federal law relating to air or water pollution. 8. Audits For subrecipients expending $750,000 or more in federal grant funds annually, the Applicant will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and Title 2 of the Code of Federal Regulations, Part 200, Subpart F Audit Requirements. 9. Access to Records In accordance with 2 C.F.R. § 200.336, the Applicant will give the awarding agency, the Comptroller General of the United States and, if appropriate, the state, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award. The Applicant will require any subrecipients, contractors, successors, transferees and assignees to acknowledge and agree to comply with this provision. Emergency Management Performance Grant Program (EMPG) - 2018 Grant Assurances Page 5 of 11 Initials 55A-13 10. Conflict of Interest The Applicant will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 11. Financial Management False Claims for Payment The Applicant will comply with 31 U.S.0 §§ 3729-3733 which sets forth that no subgrantee, recipient, or subrecipient shall submit a false claim for payment, reimbursement or advance. 12. Reporting - Accountability The Applicant agrees to comply with applicable provisions of the Federal Funding Accountability and Transparency Act (FFATA) (P.L. 109-282), specifically (a) the reporting of subawards obligating $25,000 or more in federal funds and (b) executive compensation data for first-tier subawards. This includes the provisions of FFATA, which includes requirements for executive compensation, and also requirements implementing the Act for the non-federal entity at 2 C.F.R. Part 25 Financial Assistance Use of Universal Identifier and Central Contractor Registration and 2 C.F.R. Part 170 Reporting Subaward and Executive Compensation Information. 13. Whistleblower Protections The Applicant also must comply with statutory requirements for whistleblower protections at 10 U.S.C. § 2409, 41 U.S.C. § 4712, and 10 U.S.C. § 2324, 41 U.S.C. § 4304 and § 4310. 14. Human Trafficking The Applicant will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. § 7104) which prohibits grant award recipients or a subrecipient from: (1) engaging in trafficking in persons during the period of time that the award is in effect; (2) procuring a commercial sex act during the period of time that the award is in effect; or (3) using forced labor in the performance of the award or subawards under the award. 15. Labor Standards The Applicant will comply with the following federal labor standards: (a) The Davis -Bacon Act (40 U.S.C. §§ 276a to 276a-7), as applicable, and the Copeland Act (40 U.S.C. § 3145 and 18 U.S.C. § 874) and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally -assisted construction contracts or subcontracts, and (b) The Federal Fair Labor Standards Act (29 U.S.C. § 201 et al.) as they apply to employees of institutes of higher learning (IHE), hospitals and other non-profit organizations. Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances Page 6 of 11 Initials it 1 55A-14 16. Worker's Compensation The Applicant must comply with provisions which require every employer to be insured to protect workers who may be injured on the job at all times during the performance of the work of this Agreement, as per the workers compensation laws set forth in California Labor Code §§ 3700 et seq. 17. Property -Related If applicable to the type of project funded by this federal award, the Applicant will: (a) Comply with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 T.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of federal or federally -assisted programs. These requirements apply to all interests in real property acquired for project. purposes regardless of federal participation in purchase; (b) Comply with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires subrecipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more; (c) Assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. § 470), Executive Order 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §469a-1 et seq.); and (d) Comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. § 4831 and 24 CFR Part 35) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 1a. Certifications Applicable Only to Federally -Funded Construction Projects For all construction projects, the Applicant will: (a) Not dispose of, modify the use of, or change the terms of the real property title or other interest in the site and facilities without permission and instructions from the awarding agency. Will record the federal awarding agency directives and Will include a covenant in the title of real property acquired in whole or in part with federal assistance funds to assure nondiscrimination during the useful life of the project; (b) Comply with the requirements of the awarding agency with regard to the drafting, review and approval of construction plans and specifications; and (c) Provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms with the approved plans and specifications and will furnish progressive reports and such other information as may be required by the assistance awarding agency or State. Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances Page 7 of 11 Initials—MA- 55A-1 5 nitials 55A-15 19. Use of Cellular Device While Driving is Prohibited Applicants are required to comply with California Vehicle Code sections 23123 and 23123.5. These laws prohibit driving motor vehicle while using an electronic wireless communications device to write, send, or read a text -based communication. Drivers are also prohibited from the use of a wireless telephone without hands-free listening and talking, unless to make an emergency call to 911, law enforcement, or similar services. 20. California Public Records Act and Freedom of Information Act The Applicant acknowledges that all information submitted in the course of applying for funding under this program, or provided in the course of an entity's grant management activities that are under Federal control, is subject to the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and the California Public Records Act, California Government Code section 6250 et seq. The Applicant should consider these laws and consult its own State and local laws and regulations regarding the release of information when reporting sensitive matters in the grant application, needs assessment, and strategic planning process. EMERGENCY MANAGEMENT PERFORMANCE GRANT PROGRAM - PROGRAM SPECIFIC ASSURANCES / CERTIFICATIONS 21. Reporting Accusations and Findings of Discrimination If during the past three years the recipient has been accused of discrimination on any basis the recipient must provide a list of all such proceedings, pending or completed, including outcome and copies of settlement agreements to the DHS Financial Assistance Office and the DHS Office for Civil Rights and Civil Liberties (CRCL) by e-mail at CRCLo()hg.dhs.00v or by mail at U.S. Department of Homeland Security, Office for Civil Rights and Civil Liberties, Building 410, Mail Stop #0190, Washington, D.C. 20528. In the courts or administrative agencies make a finding of discrimination on grounds of race, color, national origin (including LEP), sex, age, disability, religion, or familial status against the recipient, or the recipients settle a case or matter alleging such discrimination, recipients must forward a copy of the complaint and findings to the DHS Financial Assistance Office and the CRCL by e-mail or mail at the addresses listed above. The United States has the right to seek judicial enforcement of these obligations. 22. Acknowledgment of Federal Funding from DHS All recipients must acknowledge their use of federal funding when issuing statements, press releases, requests for proposals, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds. 23. Activities Conducted Abroad All recipients must ensure that project activities carded on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained. Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances Page8 gf�i 1 Initials g 55A-16 24. Best Practices for Collection and Use of Personally Identifiable Information (PII) DHS defines personally identifiable information (Pit) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. All recipients who collect Pit are required to have a publically-available privacy policy that describes standards on the usage and maintenance of Pit they collect. Recipients may also find the DHS Privacy Impact Assessments: Privacy Guidance and Privacy template a useful resource respectively. 25. Copyright All recipients must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 and an acknowledgement of U.S. Government sponsorship (including the award number) to any work first produced under federal financial assistance awards. 26. Duplication of Benefits Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies, to avoid restrictions imposed by federal statutes, regulations, or federal financial assistance award terms and conditions, or for other reasons. However, these prohibitions would not preclude recipients from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions. 27. Energy Policy and Conservation Act All recipients must comply with the requirements of 42 U.S.C. § 6201 which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act. 28. Federal Debt Status All recipients are required to be non -delinquent in their repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129. 29. Fly America Act of 1974 All recipients must comply with Preference for U.S. Flag Air Carriers: (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. § 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942. 30. Hotel and Motel Fire Safety Act of 1990 In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, all Applicants must ensure that all conference, meeting, convention, or training space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, as amended, 15 U.S.C. § 2225a. Emergency Management Performance Grant Program (EMPG) - 2018 Grant Assurances Page 9 f 11 Initials 55A-17 31. Non -supplanting Requirement All recipients who receive federal financial assistance awards made under programs that prohibit supplanting by law must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non-federal sources. 32. Patents and Intellectual Property Rights Unless otherwise provided by law, recipients are subject to the Bayh-Dole Act, Pub. L. No. 96-517, as amended, and codified in 35 U.S.C. § 200 et seq. All recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14. 33. SAFECOM All recipients who receive federal financial assistance awards made under programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. 34. Terrorist Financing All recipients must comply with Executive Order 13224 and U.S. law that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. Recipients are legally responsible to ensure compliance with the Order and laws. 35. Reporting of Matters Related to Recipient Integrity and Performance If the total value of the recipient's currently active grants, cooperative agreements, and procurement contracts from all federal assistance offices exceeds $10,000,000 for any period of time during the period of performance of this federal financial assistance award, you must comply with the requirements set forth in the govemment-wide Award Term and Condition for Recipient Integrity and Performance Matters located at 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated here by reference in the award terms and conditions. 36. USA Patriot Act of 2001 All recipients must comply with requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), which amends 18 U.S.C. §§ 175-175c. 37. Use of DHS Seal, Logo, and Flags All recipients must obtain permission from their DHS Financial Assistance Office, prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. Emergency Management Performance Grant Program (EMPG)— 2018 Grant Assurances 55A-18 Page 10 f 11 Initial' Ml IMPORTANT The purpose of the assurance is to obtain federal and state financial assistance, including any and all federal and state grants, loans, reimbursement, contracts, etc. The Applicant recognizes and agrees that state financial assistance will be extended based on the representations made in this assurance. This assurance is binding on the Applicant, its successors, transferees, assignees, etc. Failure to comply with any of the above assurances may result in suspension, termination, or reduction of grant funds. All appropriate documentation, as outlined above, must be maintained on file by the Applicant and available for Cal OES or public scrutiny upon request. Failure to comply with these requirements may result in suspension of payments under the grant or termination of the grant or both and the subrecipient may be ineligible for award of any future grants if the Cal CIES determines that any of the following has occurred: (1) the recipient has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above. All of the language contained within this document must be included in the award documents for all subawards at all tiers. All recipients are bound by the Department of Homeland Security Standard Terms and Conditions 2018, Version 8.1, hereby incorporated by reference, which can be found at: https://www.dhs.ciov/publication/fvl5-dhs-standard- terms-and-conditions. The undersigned represents that he/she is authorized to enter into this agreement for and on behalf of the Applicant Subrecipient: Q i 'I CP- 6,40 irl AAAA Signature of Authorized Agent: Printed Name of Authorized Ag Title: CIT`/ M A to AKr4 , Date: 10-1.1'?Ols Emergency Management Performance Grant Program (EMPG) — 2018 Grant Assurances Page 11 qfl1 Initials 55A-19 55A-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: TO PROVIDE FOR CONTINUATION OF PARTIALLY PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY WITH THE ARMED FORCES AND CONTINUATION OF BENEFITS FOR EMPLOYEES AND THEIR ELIGIBLE DEPENDENTS {STATEGIC PLAN NO. 7} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the City Manager to continue to provide additional partially -paid temporary military leave of absence and benefits for City employees and their eligible dependents called to active duty with the armed forces. DISCUSSION On October 1, 2001, the Santa Ana City Council adopted Resolution No. 2001-065, providing for additional partially -paid temporary military leave of absence for full-time officers or employees of the City, with at least one (1) year of employment, called to active military service with the Armed Forces of the United States in connection with the then -current military crisis, and for continuation of employee and their eligible dependent's benefits. That Resolution also provided that its terms would expire unless extended by further action of the City Council. The pay and benefits authorized by Resolution No. 2001-065 have been continued on numerous occasions. The current resolution 2018-064 will expire on March 31, 2019. Through this resolution (Exhibit 1), the City will continue to help full-time employees and their families with financial hardships resulting from being called to active duty. Employees deployed for more than thirty (30) continuous days in a calendar year in connection with continuing military involuntary commitments shall be granted a leave of absence from their City positions and payments to the benefits to affected employees and their dependents shall continue until June 30, 2020, unless extended by further action of the City Council or otherwise by law. 55B-1 Provide Temporary Military Active Duty Partial Pay and Benefits March 5, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #6. Provide a positive workplace environment that supports the health of its employees and celebrates its success and Goals. FISCAL IMPACT Funds will be budgeted and made available for FY 2018-19 and FY 2019-20 in the various affected departmental salary and benefit accounts (61000 through 61180). Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: //f-, z k � " ---- Kath n Downs, CPA TM (55 a Executive Director Finance and Management Services Agency Exhibit: 1. Military Leave Resolution 2019 -XX 55B-2 RESOLUTION NO. 2019 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA PROVIDING FOR CONTINUATION OF PARTIALLY PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY WITH THE ARMED FORCES AND CONTINUATION OF BENEFITS FOR EMPLOYEE AND THEIR ELIGIBLE DEPENDENTS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 1, 2001, the City Council of the City of Santa Ana adopted Resolution No. 2001-065 which provided for an additional partially -paid temporary military leave of absence for each full-time officer or employee of the City, with at least one year of City employment, who had been called to active military service with the Armed Forces of the United States in connection with the then ongoing military crisis. That Resolution has been extended since its initial adoption in 2001. B. It is the intention of the City Council to continue to help City employees and their families with financial hardships resulting from being involuntarily called - up to active duty for more than thirty (30) continuous days in connection with continuing military commitments. C. Section 9-144 of the Santa Ana Municipal Code ("SAMC") grants members of the reserve forces of the United States, or the National Guard, temporary leave with pay not to exceed thirty (30) calendar days in each calendar year after one year of service with the City, upon proof of orders to and from such temporary active duty, also required by the California Military and Veteran's Code section 395.02. D. However, the normal tour of duty to which a reservist may be ordered to serve, without congressional action, is normally six (6) consecutive months. E. Several City employees are currently reservists on active military service. Section 2: Partial Pay, Benefit Allowances and Group Benefit Coverage for City Officers and Employees on Long -Term Active Military Service. Resolution 2019 -XXX Page 1 of 3 ATI A. In addition to the fully paid military leave provided by Section 9-144 of the SAMC, each full-time officer or employee of the City, with at least one (1) year of service with the City, who is called to active military service with the Armed Forces of the United States in connection with the current military crisis shall be entitled to military leave with partial pay for the period of his or her absence from City employment while on military service in excess of the period covered by Section 9-144, upon presenting satisfactory proof of orders to and from such temporary active duties. B. The amount of pay that each employee shall be entitled to receive from the City for the employee's additional period of military leave shall be the difference between the military gross pay and allowances actually received by the officer or employee from the United States for such service and the regular base pay, plus regular pay additives that said employee would have received from the City of Santa Ana if he or she would not have been called to active military duty, subject to all regularly required and voluntary deductions and withholdings. C. For each full-time officer or employee of the City who has already been or will be mobilized for active military duty with the Armed Forces of the United States in connection with the current military crisis, the City shall also provide continued health and dental benefits to the employee and the employee's eligible dependents or, for the employee's represented by the Santa Ana Police Officer's Association ("SAPOA"), the City will contribute to the SAPOA that portion of the City's current contribution to the SAPOA designated specifically towards payment of premiums for, health, dental and long-term disability insurance plans. administered by the. Association for the benefit of the employees represented by the Association, as described in Section 12.0 of the current SAPOA Memorandum of Understanding. Section 4: the City shall not pay any wage or benefit provided for in this Resolution until and unless the officer or employee who requests such payment provides satisfactory proof such as a copy of military orders and documentation of eligibility to receive payment in accordance with procedures established by the City Manager or his or her designee and verified by the Human Resources Department. Section 5: This Resolution, and the pay and benefits authorized herein, shall terminate and be of no further force or effect on midnight, June 30, 2020, unless extended by further action of the City Council or otherwise required by law. Resolution 2019 -XXX Page 2 of 3 EXH1§f 1' -4 ADOPTED this 51h day of March, 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: 1" 4 • Laura A. Rossini Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Norma Mitre, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on March 5, 2019. Date: Resolution 2019 -XXX Page 3 of 3 55B-�5 EXHIBIT Acting Clerk of the Council City of Santa Ana 55B-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: ADOPT A RESOLUTION TO ADD POSITIONS IN THE HUMAN RESOURCES AND POLICE DEPARTMENTS AND TO REALLOCATE CERTAIN POSITIONS IN THE POLICE DEPARTMENT AND PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENTS {STRATEGIC PLAN NO. 7,6) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls� Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution that amends the Fiscal Year 2018-19 Annual Budget to add positions in the Human Resources Department and Police Department, and to reallocate certain positons in the Police Department and Parks, Recreation and Community Services Department. DISCUSSION Following a review of their organizational structure over the last few months, various City departments have identified certain position allocation adjustments required to most effectively perform the work assigned. This review has resulted in recommendations in the Human Resources Department and Police Department, and Parks, Recreation and Community Services Departments. Executive Management of each department is requesting approval of the changes described below. Human Resources Department The Executive Director of Human Resources is requesting the addition of two positions in the classification Human Resources Analyst (UC). These positions are required in order to respond to the current and anticipated professional -level workload in the department. The Department intends to expand its services to departments through more responsive, efficient and comprehensive recruitment and testing processes, specifically related to the selection of Police Officers, as well as initiate conceptual development of a City-wide training program. The Executive Director is also requesting the addition of one Risk Management Technician (UC) to perform duties related to insurance compliance and facilitate consistent customer service to City departments when division staff is in the field. 55C-1 Proposed Amendment to Classification and Compensation Plan and Annual Budget March 5, 2019 Page 2 Parks. Recreation and Communitv Services Aqenc The Executive Director of Parks, Recreation and Community Services is proposing to un -fund three vacant positions and transfer the funding to positions in job classifications that are more relevant to the current needs of the agency. The vacant positions of Principal Librarian, Librarian, and Library Services Assistant will be unfunded. The Executive Director is requesting the addition of an Executive Secretary position to provide her with administrative support. The Director is also requesting the addition of one Park Services Inspection Supervisor position and one Park Services Inspector II to provide greater oversight of contracted services. The City of Santa Ana Parks system has 46 park sites, 8 community centers, 2 senior centers as well as various other recreational facilities and trails. The landscape and custodial maintenance of these sites is contracted to outside companies. In order to ensure the companies are in compliance with the terms of the agreements, the Parks, Recreation and Community Services Agency has a staff of inspectors to oversee the work these contractors perform. Currently, the Agency has two inspectors and two supervisors to oversee all the landscape and custodial maintenance contracts at these facilities in addition to their other duties such as maintaining lakes, addressing needed repairs, and participating in the City's Quality of Life Team (QOLT). The current staffing level is inadequate to properly manage a park and facility system as large as Santa Ana's. The addition of a Parks Services Inspection Supervisor and Park Services Inspector II will allow the Agency to more closely reach an appropriate staffing level as well as provide weekend coverage. Police Department In an effort to provide a command structure that continues to support Jail operations and institute succession planning measures to prepare the Jail for future success, the Police Chief is recommending the reallocation of one Jail Administrator (RM) position to Police Captain (RM). The Santa Ana Police Department's Jail Bureau provides significant support to Santa Ana Police Department Patrol operations. By completing the booking process for local arrests, the Jail operation allows police officers to quickly return to the field to respond to calls for service. In addition, the Jail provides the City with a revenue stream supplementing the Jail's operating costs. The Jail is projected to generate $14.1 M in housing revenue in FY 2018-19. The success of the Jail housing program is highly dependent on the service levels provided by Jail employees, including Jail senior management. Reallocation of a Jail Administrator (RM) position to Police Captain (RM) will allow the Police Department to promote an existing experienced Police Lieutenant to ensure the inmate management philosophy is supported and continued for the safety of the staff and inmate population. The Police Captain assigned to the Jail will handle all high level administrative duties and oversee Jail Operations and Jail Support, with the assistance of the current Correctional Manager. The Police Chief is also requesting the addition of one Police Investigative Specialist position to assist the Department with monitoring social media. This position will examine a myriad of social media platforms, and will be responsible for investigating criminal threats, gathering evidence for court procedures, and reviewing social media platforms for various investigative leads. As with most law enforcement agencies and in conjunction with Federal partners, the Department seeks to 55C-2 Proposed Amendment to Classification and Compensation Plan and Annual Budget March 5, 2019 Page 3 utilize the rich sources of information which can be found in social media to prosecute criminals. This new Police Investigative Specialist will monitor these and other social media platforms and subsequently mine this information for the invaluable investigative leads necessary for prosecutions. FISCAL IMPACT Adjustment to fund three (3) administrative and inspection positions in the Parks, Recreation and Community Services Agency through the fiscal year-end June 30, 2019 by un -funding existing vacancies. The ongoing annual fiscal impact of adding these three (3) positions is cost neutral. Adjustment of $ 26,535 is requested to fund the addition of one (1) position and the reallocation of one (1) jail management position in the Police Department in General Fund account (no. 61000- 61180 Salaries Regular). This same adjustment was requested with the Mid -Year Budget Update continued to the March 5th agenda. Adjustment for $ 53,296 is requested to fund the addition of three (3) analytical and administrative personnel in the Human Resources Department in General Fund account (no. 61000-61180 Salaries Regular). This same adjustment was also requested with the Mid -Year Budget Update. Executive Director Human Resources Depa�nt APPROVED AS TO FUNDS AND ACCOUNTS: /4'�� " Kat ryn Down6 &r IM ( 55 c Executive Director Finance and Management Services Agency Lisa Fodloff v Exec tive Director Parks, Recreation and Community Services Agency i Valentin Chief of Police Santa Ana Police Department Exhibit: 1. Resolution 55C-3 55C-4 EXHIBIT 1 RESOLUTION NO. 2019 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND THE CITY'S CLASS AND COMPENSATION PLAN AND THE CURRENT ANNUAL BUDGET FOR FISCAL YEAR 2018-2019 TO REFLECT THE CHANGES TO THE CLASS AND COMPENSATION PLAN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. On June 16, 2015, the City Council passed and adopted Resolution No. 2015-026 amending and re-establishing the Basic Classification and Compensation Plan for all Full -Time and Part -Time Classifications of Officers and Employees of the City of Santa Ana. C. On July 3, 2018, the City Council passed and adopted Ordinance No. NS - 2951, establishing the City's Budget for Fiscal Years 2018-2019, authorizing position allocations for Fiscal Years 2018-2019, and requiring that alterations in the allocation of authorized positions be reviewed and approved by the City Council. D. The Human Resources Department has completed a mid -year review of the various departmental requests to make changes to the City's organizational structure, classification titles, and staffing which revealed the need to effect certain changes to the City's basic classification and compensation plans. These changes also require an amendment to the Annual Budget. Resolution 2019 -XXX Page 1 of 55C-5 Section 2: That the City Budget for Fiscal Years 2018-2019, as amended, is hereby further amended by: A. Adding three (3) full time positions in the Human Resources Department, at the monthly six -step rate ranges as indicated: 6 -Step Salary Rate Range Effective 09/01/17 Number of Monthly Salary Classification Title Positions Added SSR Minimum -Maximum Risk Management Tech (UC) 1 622 $4708 - $6013 Human Resources Analyst (UC) 2 663 $5755 - $7344 B. Adding three (3) full time positions in the Parks, Recreation, and Community Services Agency at the monthly seven -step rate as indicated: Classification Title From: Executive Secretary Park Services Inspection Supervisor Park Services Inspector II 7 -Step Salary Rate Ranae Effective 09/01/17 Monthly Salary SSR Minimum -Maximum 621 $4317 - $5790 671 $5515 - $7391 623 $4360 - $5847 C. Reallocating one (1) full time position in the Police Department at the monthly five-step and four -step rates as indicated: 5 -Step Salary Rate Range Effective 07/01/17 Classification Title Monthly Salary SSR Minimum -Maximum From: Jail Administrator (PMA -NS) To: Classification Title Police Captain (PMA -SW) M-834 $12223 - $14858 4 -Step Salary Rate Range Effective 07/01/17 Monthly Salary SSR Minimum -Maximum M-855 $13543 - $15678 55C-6 Resolution 2019 -XXX Page 2 of 4 D. Adding one (1) full time position in the Police Department at the monthly five-step rate as indicated: 5 -Sten Salary Rate Range Effective 07/01/17 Classification Title Monthly Salary SSR Minimum -Maximum Police Investigative Specialist 657 $5151 - $6260 (POA -NS) Section 4: That except as amended by this Resolution, all other provisions as amended, and the Annual Budget for Fiscal Years 2018-2019, as amended, shall remain in full force and effect. Section 5: This Resolution is operative immediately upon adoption. ADOPTED this 5th day of March, 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: kawo, A-- l9�'Uu Laura A. Rossini Senior Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Resolution 2019 -XXX Page 3 of 4 Councilmembers Councilmembers Councilmembers Councilmembers 55C-7 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Norma Mitre, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019- _ to be the original Resolution adopted by the City Council of the City of Santa Ana on March 5, 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution 2019 -XXX 55C-8 Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2018 TITLE: APPROVE AN EXTENSION OF CONDITIONAL USE PERMIT NO. 2015-01 AND VARIANCE NOS. 2015-01 AND 2015-02 FOR THE SOUTH COAST SPEEDWASH TO BE LOCATED AT 2402 SOUTH BRISTOL STREET (STRATEGIC PLAN NO. 3,2) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I�' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER It is recommended that the City Council adopt a resolution approving the third and final extension of Conditional Use Permit No. 2015-01 and Variance Nos. 2015-01 and 2015-02. DISCUSSION In April 2015, the City Council approved Conditional Use Permit (CUP) No. 2015-01 and Variance Nos. 2015-01 and 2015-02 for the South Coast Speedwash development at 2402 South Bristol Street. The conditional use permit allowed construction of an automated car wash in conjunction with an administrative office building and a multiple -tenant commercial building, and the variances were to allow a reduction in required setbacks and parking. Due to the complexities of the project and the challenges of securing services required to engineer the mixed-use project site, which includes a car wash, administration building, and a multi -tenant commercial building, the applicant was unable to move forward with construction before the entitlements would have expired. Pursuant to Section 41-647 of the Santa Ana Municipal Code (SAMC), CUPS, variances, and other entitlements automatically become void should the property owner fail to institute an action to comply with the provisions of the entitlements within two years of its approval. This section of the code also allows the property owner to request an extension of the entitlement up to a period of three years from the date of expiration. The first one-year extension was approved by City Council on March 7, 2017. The second one-year extension was approved by City Council on March 6, 2018. In December 2017, the City issued construction permits for the project. The applicant has commenced work on constructing the perimeter walls surrounding the project site. However, due to continued complexities of the project, the applicant has been unable to begin construction on the car wash, administrative office, and commercial building. Although above -ground construction has yet to begin, the applicant would like to maintain the entitlements for the CUP and variances and is requesting a third and final one-year extension of the approvals. Since the applicant is planning to move forward with the project, 55D-1 Final Extension of CUP No. 2015-01 and VA Nos. 2015-01 & 2015-02 — South Coast Speedwash at 2402 South Bristol Street. March 5, 2019 Page 2 the Planning Division recommends that the entitlements for the mixed-use car wash development be extended by a period of one year from the date of City Council approval. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. STRATEGIC PLAN ALIGNMENT Approval of this item 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). D ` Minh Thai Executive Director Planning and Building Agency AP:la S:RFCA\2019\03-05-19\Pl3A CUP15-1 VA15-1&2 3rd and final extension cc Exhibit: 1. Resolution 55D-2 LS 3.5.19 RESOLUTION NO.2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF CONDITIONAL USE PERMIT NO. 2015-01 AND VARIANCE NOS. 2015-01 AND 2015-02 FOR THE SOUTH COAST SPEEDWASH DEVELOPMENT FOR AN ADDITIONAL ONE YEAR FOR THE PROPERTY LOCATED AT 2402 SOUTH BRISTOL STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In April 2015, the City Council affirmed the Planning Commission's decision to approve Conditional Use Permit (CUP) No. 2015-01 and Variance Nos. 2015-01 and 2015-02 for the South Coast Speedwash development at 2402 South Bristol Street. B. CUP No. 2015-01 and Variance Nos. 2015-01 and 2015-02 allow construction of a 21,768 -square foot fully -automated car wash, a 4,385 - square foot two-story administrative office building, and an 8,183 -square foot multiple -tenant commercial building on the subject property. The project also includes 53 parking spaces for employees and customers, 34 self -serve vacuum spaces, and 15 bicycle parking spaces. C. Pursuant to City of Santa Ana Municipal Code section 41-647, where construction does not commence, these types of entitlements become void after two (2) years unless the applicant applies for, and the City Council approves, an extension. D. The City Council may, by resolution, extend the date on which a conditional use permit becomes void for a period or periods not exceeding three (3) years in total beyond the date it would otherwise become void. E. On March 7, 2017, the City Council approved the first one-year extension of the original entitlements. F. On March 6, 2018, the City Council approved the second one-year extension of the original entitlements. G. Due to project delays, the applicant has not been able to begin construction of the car wash, administrative office, and commercial buildings, but has commenced work on perimeter walls surrounding the site. Construction permits were issued for the project in December 2017. EXHIBIT 1 Resolution No. 2019-xx 55D-3 Page 1 of 3 H. The Santa Ana Municipal Code allows the property owner to request an extension of the entitlement up to a period of three (3) years from the date of expiration. This extension request is the applicant's third and final for this project's entitlements. I. In accordance with the California Environmental Quality Act, this extension action is exempt from CEQA per Section 15061(b)(3). This determination has been made as it has been determined that the proposed action will not cause a significant effect on the environment. Section 2. Conditional Use Permit No. 2015-01 and Variance Nos. 2015-01 and 2015-02 are hereby extended for the third and final period of one (1) year. This decision is based upon the evidence submitted, which includes, but is not limited to, the Request for Council Action dated March 5, 2019, and exhibits attached thereto, and any public testimony, all of which are incorporated herein by this reference. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 5th day of March, 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:Szc % C' Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers EXHIBIT 1 Resolution No. 2019-xx 55D-4 Page 2 of 3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana EXHIBIT 7 Resolution No. 2019-xx 55D-5 Page 3 of 3 55D-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE A LICENSE EXTENSION AGREEMENT WITH RANCHO COMMUNITY COLLEGE DISTRICT FOR OPERATION OF THE EDUCATION CENTER AT CENTENNIAL PARK (STRATEGIC PLAN NO. 2,4A) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Below are options for City Council consideration and approval. 1. Authorize the City Manager and Clerk of the Council to execute a license agreement extension with Rancho Santiago Community College District to operate the Educational Center at Centennial Park for one year to expire on November 5, 2020, subject to non - substantive changes approved by the City Manager and City Attorney. M 2. Authorize the City Manager and Clerk of the Council to execute a license agreement extension with Rancho Santiago Community College District to operate the Educational Center at Centennial Park for two years to expire on November 5, 2021, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On November 5, 1979, the City Council approved a 30 -year License Agreement with Rancho Santiago Community College District (College) to construct and operate an Adult Career Education Center at Centennial Park, under the condition the College abides to Deed Restrictions required by the Federal Government on Centennial Park. The original 30 -year agreement was set to expire on November 5, 2009 and the parties, under the same conditions, agreed upon a 5 -year extension of the license in 2009 and again in 2014. The latest extension will expire on November 5, 2019. Between 2009 and 2011, the College requested a long-term lease agreement in order to make improvements to the campus. However, the National Parks Service (NPS) would not approve a long-term lease because they found that the operation of the Education Center did not comply with the deed restrictions for the land upon which the Center is located in Centennial Park. The deed restrictions provide that the property must be used for a public park and public recreational 65A-1 License Agreement Extension with Rancho Community College District at Centennial Park March 5, 2019 Page 2 area. In order for the City to enter into a long-term lease with the College, a land conversion needs to be approved by the NPS and City Council, transferring the deed conditions for the land upon which the Education Center is located to new park sites of equal recreational value and size. On August 18, 2015, the College and the City entered into a reimbursement agreement to reimburse the City up to $334,000 in costs associated with the land conversion requirements for the replacement properties and take the necessary actions to submit the required documentation to the NPS for a determination. If approved by the NPS and the City Council, the use restrictions could be removed from the license area and applied to the replacement properties in order to allow the City and the College to enter into negotiations for a long-term lease of the license area. An extension is requested in order to ensure the license agreement does not lapse as the City completes this process. The NPS is allowing the City to extend the license agreement between the City and the College for up to two years. On February 19, 2019, the City Council requested that City Staff return with two options for the City Council to decide upon, a one-year extension and a two-year extension with the College, included as Exhibits 1 and 2. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #2 — Youth, Education, Recreation, Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents), Strategy A (Partner with The California Endowment, Santa Ana College, Chapman University, UCI, CSUF and other institutions of higher education to design career pathway programs that support priority workforce industries (Retail, healthcare, manufacturing, renewable energies) that results in faster reemployment of Santa Ana's residents.). FISCAL IMPACT There is no fiscalq:; iated with this action. Li Rudloff Executive Director Parks, Recreation and Community Services Agency Exhibits: 1. Proposed License Extension Agreement (One -Year) 2. Proposed License Extension Agreement (Two -Years) 65A-2 EXHIBIT 1 THIRD EXTENSION OF LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT THIS THIRD EXTENSION OF LICENSE AGREEMENT ("Extension") is entered into this 5th day of March, 2019, by and between the City of Santa Ana, a charter city and municipal corporation, herein referred to as "City", and Rancho Santiago Community College District, herein referred to as "RSCCD". RECITALS: A. On November 5, 1979, the City Council approved a thirty (30) year License Agreement with RSCCD to construct and operate an Adult Career Education Center at Centennial Park, conditioned upon RSCCD abiding to deed restrictions required by the Federal Government on Centennial Park. B. The original License Agreement expired in November 2009, and a five (5) year renewal was agreed upon by the Parties, under the same conditions. Such renewal term expired on November 5, 2014. C. On February 4, 2014, RSCCD and the City entered into an "Extension of License Agreement' (A- 2014-028) Between the City of Santa Ana and Rancho Santiago Community District," which extended the License Agreement through November 5, 2019, subject to all of the same terms and conditions of the original License Agreement. D. On February 7, 2011, RSCCD entered into a "Reimbursement Agreement for Centennial Education Center Improvements" (A-2011-026) with the City for up to $300,000 for the preparation of evaluation and documentation to the National Parks Service ("NPS") for a potential land conversion which would move the deed restrictions from the land upon which the Education Center sits to another property designated by the City. The Reimbursement Agreement also covered the cost to grade the proposed replacement site. Required documentation for the site at McFadden/Orange (1.4 acres) was submitted to NPS however, NPS indicated that the proposed property was not of equal value/size. In order to complete the land conversion process, the Parties need to identify additional property of equal value. NPS agreed to allow the City to extend the License to RSCCD for five (5) years in order to complete the process. This Reimbursement Agreement expired on November 5, 2014. E. On August 18, 2015, RSCCD and the City entered into a "Reimbursement Agreement for Completion of Land Conversion Approval for Centennial Education Center" (A-2015-182) whereby RSCCD would reimburse the City in an amount not to exceed Three Hundred Thirty -Four Thousand Dollars ($334,000) for its costs in fulfilling the land conversion requirements for the replacement properties. F. In order to renew or extend the License Agreement, the option must be exercised by providing written notice not less than 180 days prior to the expiration date of the option period. G. In February 2019, RSCCD has requested an extension of the current License Agreement between the parties to allow RSCCD to schedule classes for Fall 2019 and for the parties to complete submission of necessary documentation for the contemplated land conversion to the NPS. 4746504.1 - N261.21 65A-3 H. On February 19, 2019, the NPS orally informed the City's Executive Director of the Parks, Recreation and Community Services Agency that an extension of the license agreement for up to two (2) years was approved by the NPS. I. The Parties desire to extend the License Agreement for one (1) year under the same terms and conditions of the original Agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby extended, the Parties hereto do hereby agree as follows: 1. The term of the License shall be extended for one (1) year through November 5, 2020, subject to all of the same terms and conditions of the original License Agreement dated November 5, 1979. WHEREFORE, the parties have executed this Extension of License Agreement as of the date and year first written above. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO CITYATTORNEY J� By: ��CulAR9v 4 . Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: LISA RUDLOFF Executive Director of Parks, Recreation and Community Services Agency 4746504.1 •• N261.21 65A-4 CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT Bv: PETER HARDASH Vice Chancellor Business/Fiscal Services EXHIBIT 2 THIRD EXTENSION OF LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT THIS THIRD EXTENSION OF LICENSE AGREEMENT ("Extension") is entered into this 5th day of March, 2019, by and between the City of Santa Ana, a charter city and municipal corporation, herein referred to as "City", and Rancho Santiago Community College District, herein referred to as "RSCCD". RECITALS: A. On November 5, 1979, the City Council approved a thirty (30) year License Agreement with RSCCD to construct and operate an Adult Career Education Center at Centennial Park, conditioned upon RSCCD abiding to deed restrictions required by the Federal Government on Centennial Park. B. The original License Agreement expired in November 2009, and a five (5) year renewal was agreed upon by the Parties, under the same conditions. Such renewal term expired on November 5, 2014. C. On February 4, 2014, RSCCD and the City entered into an "Extension of License Agreement' (A- 2014-028) Between the City of Santa Ana and Rancho Santiago Community District," which extended the License Agreement through November 5, 2019, subject to all of the same terms and conditions of the original License Agreement. D. On February 7, 2011, RSCCD entered into a "Reimbursement Agreement for Centennial Education Center Improvements" (A-2011-026) with the City for up to $300,000 for the preparation of evaluation and documentation to the National Parks Service ("NPS") for a potential land conversion which would move the deed restrictions from the land upon which the Education Center sits to another property designated by the City. The Reimbursement Agreement also covered the cost to grade the proposed replacement site. Required documentation for the site at McFadden/Orange (1.4 acres) was submitted to NPS however, NPS indicated that the proposed property was not of equal value/size. In order to complete the land conversion process, the Parties need to identify additional property of equal value. NPS agreed to allow the City to extend the License to RSCCD for five (5) years in order to complete the process. This Reimbursement Agreement expired on November 5, 2014. E. On August 18, 2015, RSCCD and the City entered into a "Reimbursement Agreement for Completion of Land Conversion Approval for Centennial Education Center" (A-2015-182) whereby RSCCD would reimburse the City in an amount not to exceed Three Hundred Thirty -Four Thousand Dollars ($334,000) for its costs in fulfilling the land conversion requirements for the replacement properties. F. In order to renew or extend the License Agreement, the option must be exercised by providing written notice not less than 180 days prior to the expiration date of the option period. G. In February 2019, RSCCD has requested an extension of the current License Agreement between the parties to allow RSCCD to schedule classes for Fall 2019 and for the parties to complete submission of necessary documentation for the contemplated land conversion to the NPS. 4746504.1 -- N261.21 65A-5 H. On February 19, 2019, the NPS orally informed the City's Executive Director of the Parks, Recreation and Community Services Agency that an extension of the license agreement for up to two (2) years was approved by the NPS. I. The Parties desire to extend the License Agreement for two (2) years under the same terms and conditions of the original Agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby extended, the Parties hereto do hereby agree as follows: 1. The term of the License shall be extended for two (2) years through November 5, 2021, subject to all of the same terms and conditions of the original License Agreement dated November 5, 1979. WHEREFORE, the parties have executed this Extension of License Agreement as of the date and year first written above. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO CITY ATTORNEY By:RCatty,, Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: LISA RUDLOFF Executive Director of Parks, Recreation and Community Services Agency 4746504.1 -- N26121 65A-6 CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT By: PETER HARDASH Vice Chancellor Business/Fiscal Services REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 19, 2019 TITLE: CONSIDER APPROPRIATION ADJUSTMENTS RECOMMENDED WITH THE MID -YEAR BUDGET UPDATE (STRATEGIC PLAN NO. 4,1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO MAR 0 5 2019 FILE NUMBER Approve the recommended appropriation adjustments to decrease expenditures by a net $2,527,969, as presented to City Council on February 5, 2019 with the Mid -Year Budget Update. (Requires 5 affirmative votes) DISCUSSION On February 5, 2019, staff provided a Mid -Year Budget Update including updates to revenue estimates with a net increase of $7,018,698, and recommended expenditure appropriation adjustments with a net decrease of $2,527,969. The City Council took no action on the recommended adjustments, and continued the matter to February 19th. The February 5th Mid- year Budget Update report is attached to this report as Exhibit 1. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 — City Financial Stability, Objective #1, (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT The net fiscal impact is described above, and outlined in detail in Exhibit 1 to the attached February 5th report. APPROVED AS TO FUNDS AND ACCOUNTS: /Z'v M Ka hryn Do ns, CPA Executive Director Tw- Finance and Management Services Agency Exhibit: 1. February 5, 2019 FY18-19 Mid -Year Budget Update, including exhibits 6513-1 65B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 5, 2019 TITLE: RECEIVE AND FILE — FISCAL YEAR 2018-19 MID -YEAR BUDGET UPDATE, VACANCY REPORT; APPROVE APPROPRIATION ADJUSTMENT (STRATEGIC PLAN NO. 4, 11 CITY MANAGER RECOMMENDED ACTION EXHIBIT 1 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Receive and file Mid -Year Budget Report, which includes the 2nd Quarter update and Vacancy Report. 2. Approve an Appropriation Adjustment (Exhibit 1) for various adjustments to revenue and expenditures in selected funds. DISCUSSION The purpose of this report is to provide a Mid -Year update of revenue estimates and significant expenditure variances. The report also includes Mid -Year funding requests from Departments. Please note the revised expenditure appropriations of $251.1 million (noted below) do not include the impact for negotiated increases to employee compensation related to the Santa Ana Police Officers Association. The negotiated increases and related fiscal impact are addressed In a separate report on this same agenda. summary of the adjustments at Mid -Year and the impact on fund balance follows. L• in millions Original Revised Fiscal Year 2018-19 Budget at Mid ear Estimated Revenue $ 254.1 $ 262.6 Transfers In 0.3 0.3 Appropriated Expenditures (752.3) (251.1) Transfers Out 12.3 12.3 Net General Fund Activity $ 10.2) $ 0.6) L• Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 2 The City began the fiscal year 2018-19 with an approved budget, which included a one-time use of the General Fund balance in the amount of $10.2 million to balance the budget. With the updated revenue estimates, and appropriation amendments at Midyear, the estimated use of General Fund balance has decreased to $0.6 million. A summary of the estimated ending General Fund balance compared to the City Council reserve policy follows. The City Council's General Fund reserve policy requires an Operating Reserve of 16.67% to 20% of operating revenues or expenditures. The minimum calculated Operating Reserve is $43.4 million (16.67% of $262.6 million revenue, less one-time sale of land). The reserve policy also requires an Economic Uncertainty Reserve of 1% to 10% of recurring revenues. The minimum calculated Economic Uncertainty Reserve is $2.6 million (1% of General Fund revenues). The estimated ending fund balance at June 30, 2019 of $55.8 million is compliant with the General Fund reserve policy when combining both the operating reserve, economic uncertainty and unallocated accounts. Revised Revenue Projections General Fund revenues for FY 2018-19 are projected to total $262.6 million, an increase of $8.5 million from the adopted budget in the amount of $254.1 (total resources, less transfers -in and one-time use of the General fund balance). This includes a $15 million estimate of new Measure X revenue for April through June 2019. Staff has updated revenue estimates based on the Midyear analysis, and recommends budget adjustments for the significant variances (see Exhibit 1). Some updated estimates are insignificant and no budget adjustment is recommended at this time. The City's major revenue sources (Sales Tax -including Measure X, Property Tax, Property Tax - VLF Utility Users Tax, Business License and Hotel Visitors Tax) represent 68% of the total General Fund revenues. Other "Key revenues" for the City, include Cannabis, Jail, Parking Fines, Plan Check and Permitting, which amount to another 14% of the forecasted budget. Revised projections were made for the following revenues sources and are listed: L. Original Revised in millions Budget at Midyear Beginning Fund Balance 7/1/18 $ 56.4 $ 56.4 Net Activity 10.2) 0.6 Estimated Ending Fund Balance 6/30/19 $ 46.2 $ 55.8 Operating Reserve (16.67% operating revenue) $ 42.0 $ 43.4 Economic Uncertainty Reserve (1% revenue) 2.5 2 6 Total Reserve Requirement $ 44.6 $ 46.1 Estimated Ending Fund Balance 46.21 56.1 Excess/(Shortfall) Fs 1.6 1 $ 10.1 The City Council's General Fund reserve policy requires an Operating Reserve of 16.67% to 20% of operating revenues or expenditures. The minimum calculated Operating Reserve is $43.4 million (16.67% of $262.6 million revenue, less one-time sale of land). The reserve policy also requires an Economic Uncertainty Reserve of 1% to 10% of recurring revenues. The minimum calculated Economic Uncertainty Reserve is $2.6 million (1% of General Fund revenues). The estimated ending fund balance at June 30, 2019 of $55.8 million is compliant with the General Fund reserve policy when combining both the operating reserve, economic uncertainty and unallocated accounts. Revised Revenue Projections General Fund revenues for FY 2018-19 are projected to total $262.6 million, an increase of $8.5 million from the adopted budget in the amount of $254.1 (total resources, less transfers -in and one-time use of the General fund balance). This includes a $15 million estimate of new Measure X revenue for April through June 2019. Staff has updated revenue estimates based on the Midyear analysis, and recommends budget adjustments for the significant variances (see Exhibit 1). Some updated estimates are insignificant and no budget adjustment is recommended at this time. The City's major revenue sources (Sales Tax -including Measure X, Property Tax, Property Tax - VLF Utility Users Tax, Business License and Hotel Visitors Tax) represent 68% of the total General Fund revenues. Other "Key revenues" for the City, include Cannabis, Jail, Parking Fines, Plan Check and Permitting, which amount to another 14% of the forecasted budget. Revised projections were made for the following revenues sources and are listed: L. Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 3 Sales Tax The Sales Tax revenue estimate has been increased by $3.4 million and the budget will be adjusted accordingly. The updated estimate is largely a result of receiving $1.9 million of previously unprocessed tax returns related to the prior fiscal year, as well as an increasing trend In general retail sales, transportation sales, and construction and business sales. NEW Sales Tax — Measure X (1.5916 transactions and use tax) The City's Sales Tax consultant previously provided a revenue estimate of $60 million for annual revenue derived from Measure X. Staff has included $15 million in the adjusted budget for April through June 2019, as the new tax becomes effective April 1st. Staff will provide revenue estimate updates upon receipts of the first revenues expected to occur during June 2019. Utility Users Tax The City's Utility User Tax continues to fall short of budgeted projections specifically within the telecommunication, due to lower than anticipated sales and/or usage related to cellular and landline phones. As such, staff is adjusting the estimated revenue by $2.3 million to offset impact of reduced fees received from telecommunications sector. Business License Tax Business License tax revenue continues to remain steady and is slightly above second quarter projections. The majority of Business License collection occurs in March and April. Based upon activity to date, staff has increased the revenue estimate by $0.8 million for the current year. Hotel. Visitor's Tax Hotel Visitor's Tax (HVT) collections are projected to meet or slightly exceed last year's amount of $9.2 million. The City's hotels continue to experience increased occupancy rates. As a result, HVT's collections through December 31, 2018, approximately $4.0 million, mirror the first six months of the previous fiscal year (July 2017 -December 2017). Thus, the forecast for FY 2018- 19 will be increased by $0.8 million (from original budget of $8.5 million to $9.3 million). The forecast reflects the City's new hotel, Holiday Inn, which opened In September 2018 and recent closing of another operated hotel. Another new hotel is still in the preliminary stages and is more likely to impact FY 19-20. Santa Ana Residual Revenue from the Redevelopment Property Tax Trust Fund (update) Because of the refinancing of the former Redevelopment Agency Tax Bonds (2018 Refinancing), the City's is projected to receive up to $3.5 million in increased residual revenue over the next three fiscal years. This is the City's share of the revenue that was formerly tax increment, and is now distributed to taxing entities from the Redevelopment Property Tax Trust Fund. Less of the tax increment revenue is needed to pay for bond debt service; and therefore, more is available to distribute to the taxing entities. Staff has received a preliminary estimate that $1.0 million will likely be received during the next twelve months, but we do not yet have enough information to know if it will impact FY 18-19 or FY19-20. Staff is currently confirming the information with County of Orange. Upon receipt of more information, a report will be provided to City Council for L• Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 4 consideration. Therefore, at this time, the revised General Fund revenue estimate does not yet include the $1.0 million discussed herein. Other General Fund Revenues: Jail Revenue(s) Jail Revenue is projected to meet the revenue estimate of $16.0 million due to continued housing of inmates from both the US Marshals (Los Angeles and San Diego) and Federal Bureau of Prisons. However due to the Federal Government shutdown (Shutdown), the City is not in receipt of $1.3 million in cash (approximate monthly revenue) since December. With the re- opening of government, staff fully expects the City to be made whole. Commercial Cannabis Tax (manufacturing, distribution, testing, etc.) - Revenue has not been received yet, due to the industry being in its infancy stages and businesses have just recently commenced the registration and permitting process. Thus, Staff does not expect to receive the $7.8 million revenue estimate for FY18-19, and is conservatively revising the estimate to $0.6 million. Medical Cannabis - The introduction of the Adult Use Cannabis has affected the Medical Cannabis tax revenue as consumers' activities have shifted away from medical cannabis. Based on receipts to date, staff estimates the revenue derived from Medical Cannabis tax will be $0.8 million less than the original budget amount. Adult Use Cannabis — Retail cannabis operations continues to evolve and it is anticipated that more businesses will be entering the industry by -the end of the current fiscal year. The current amounts received reflects approximately five months of revenue; however, revenues will continue to be monitored throughout the fiscal year. At this time, staff is not adjusting the revenue estimate of $5.5 million. Parking Fines Revenues received through December 2018 have not met budgeted projections, as maximum parking enforcement staffing levels have not been achieved. ' Both the Police Department and Human Resources Department(s) will continue to collaborate In recruiting qualified individuals to meet this operational need. Therefore, projected revenues are being reduced by $1.2 million with estimated revenues to be received of $4.1 million. Plan Check and Permit Revenue Plan Check revenue(s) received through December 31, 2018 have exceed the amount collected through December 31, 2017 by approximately $1.0 million. The increase is attributable to an Increase in Building Plan Check. Furthermore, Permit Revenue has also exceeded actual revenues collected through December 31, 2018 in the amount of $1.1 million. Both plan check and permitting revenues remain largely cyclical with most revenues collected during the third quarter (January — March) and are also dependent on city-wide development activity. Development projects which commenced during the current fiscal year, such as AMG Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 5 Residential Project, Tiny Tim Plaza, Eight Eight 8, and Metro East Mixed Use Overlay have contributed to the increase plan check and permitting revenue(s). The current year budget estimate is aggressive compared to actual FY17-18 receipts, and at this time staff is not comfortable recommending a further increase of the estimated revenue for FY 18-19. Non -General Fund Revenues: Highway Users Fees (Gas Tax) As of January 2019, the League of California Cities fiscal policy consultant has revised statewide estimates related to the following Gas Tax Revenues: Section 2103 $2,616,930 $1,199,846 <$1,400,000> RMRA $5,668,325 $5,363,588 <$305,000> The estimated spendable fund balance at June 30, 2019 will decrease from $14.5 million to $12.8 million for the Special Gas Tax Fund, because of the reduction in revenue (noted above) in the amount of $1.7 million. Staff will continue to monitor any revisions to the projections related to Gas Tax and adjust the current year Capital Improvement Program (CIP) accordingly. General Fund Exaenditures Overall General Fund expenditures through December 31, 2018 (July 2018 through December 2018) total $126.0 million, which is a $7.2 million increase from the prior year (Exhibit 3). The increase is largely because of increase of the City's. payment to CaIPERS for the unfunded liability. Specific expenditures are discussed below. If there is no discussion, then there is no significant variance expected for a budgeted expenditure. Department Expenditure Analysis Police Department overall is under budget (48%) through the second quarter. However, for the first half of the year, the Department has incurred $1.0 million in overtime expenditures that exceed the budget. This is consistent with prior years, where overtime expenditures exceed the budget and staff vacancy savings are used to pay for it. The budget for vacant police officer positions is $2.8 million, which appears to be sufficient to pay for expected overtime in excess of budget during FY18-19 of roughly $2 million. The Police Department expects to hire staff prior to June 30, 2019, and will have the remaining $0.8 million of the $2.8 million available. A majority of departments are trending at or below expenditure norms of forty-nine percent (49%) through the second quarter (July 2018 — December 2018) with the exception of the Fire suppression/EMS Services; City Council; and City Attorney. The current expenditures for the Fire suppression/EMS Services represent seven months of payments during the first half of the year as required by the Orange County Fire Authority contract. Both City Council and City Attorney departments have experienced increases in Salary and Contractual Services during the first quarter respectively. Staff will monitor expenditures in the upcoming quarter. However, at this time, no budget adjustments are proposed. 65B-7 Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 6 As a reminder, 2/3 of the Commercial Cannabis tax revenue or $5.2 million was earmarked for Youth and Enforcement programs. No expenditures for Youth Programs and Cannabis Enforcement have been incurred through December 31, 2018, as no Commercial Cannabis tax revenue has been collected. Below is a summary of the Commercial Cannabis revenue and expenditure plan as adopted: Finally, there are other projects and budget assumptions have not been implemented through December 31, 2018. Specifically, minimal expenditures have been Incurred in the Public Works Agency -Sanitation program related to enterprise compliance through December 31, 2018 budgeted at approximately $1.6 million. In addition, forecasted labor savings of $1.5 million has not been realized and an adjustment to the appropriated budget is recommended. Non -General Fund Exoenditures: Gas Tax Expenditures As a result of the lower than anticipated Gas Tax revenues (see above), we will need to reduce the expenditures by the same amount. Staff will work with Public Works to identify the impacted projects. City Services As a result of cannabis enforcement efforts of illegal dispensaries, settlements have been collected in the amount of $137,500. To continue enhancing these efforts, these monies are recommended to be utilized for staff training and contracts related to the cannabis program. As additional fines are collected, these monies will be collected and appropriated in future budget years. General Fund Balance Summary The Fiscal year 2018-19 Budget began with a planned $10.2 million use of General Fund balance. After Midyear revenue and expenditure adjustments, the estimated use of general fund balance has been decreased to $0.6 million, as outlined below. L. w Fiscal Year Budget Actual/Expected Revenue 2018-19 $7.8 million $0.6 million Expenditure General Fund 2018-19 <$2.6 million> <$2.6 million> Expense Enforcement 2018-19 <$2.6 million> $0.0 million Expense Recreation 2018-19 <$2.6 million> $0.0 million Finally, there are other projects and budget assumptions have not been implemented through December 31, 2018. Specifically, minimal expenditures have been Incurred in the Public Works Agency -Sanitation program related to enterprise compliance through December 31, 2018 budgeted at approximately $1.6 million. In addition, forecasted labor savings of $1.5 million has not been realized and an adjustment to the appropriated budget is recommended. Non -General Fund Exoenditures: Gas Tax Expenditures As a result of the lower than anticipated Gas Tax revenues (see above), we will need to reduce the expenditures by the same amount. Staff will work with Public Works to identify the impacted projects. City Services As a result of cannabis enforcement efforts of illegal dispensaries, settlements have been collected in the amount of $137,500. To continue enhancing these efforts, these monies are recommended to be utilized for staff training and contracts related to the cannabis program. As additional fines are collected, these monies will be collected and appropriated in future budget years. General Fund Balance Summary The Fiscal year 2018-19 Budget began with a planned $10.2 million use of General Fund balance. After Midyear revenue and expenditure adjustments, the estimated use of general fund balance has been decreased to $0.6 million, as outlined below. L. w Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 7 Summary of Changes to General Fund Net Activity Original Planned Use of Fund Balance $ (10.2) Sales Tax Estimate Increase 3.4 NEW Measure MSales Tax 15.0 Business License Tax Estimate Increase 0.8 Hotel VisitorTax Estimate Increase 0.8 Utility Use rTax Estimate Decrease (2.3) Parking Fines Estimate Decrease (1.2) Medical Cannabis Tax Estimate Decrease (0.8) Commercial Cannabis Tax Estimate Decrease (7.2) Commercial Cannabis Related Expenditures 5.2 Unrealized Cost Savings (1.5) Net impact of Adjustments Prior to Midyear (1.6) Midyear Budget Requests 1.0 Revised Net Activity 1 $ (0.6)1 FY 18-19 Mid -Year Budget Adjustments (Exhibit 1) The Mid -Year Budget review provides an opportunity for city staff to review and evaluate current revenue and expenditure trends. The requests by Department are as follows: City Manager's Office Adjustment for $0.4 million (General Fund and Non -General Fund) is requested to fund contractual services related to community outreach and information gathering (Census), support the 150'^ City Anniversary, office upgrades and computer equipment and support for the cannabis program. Parks, Recreation & Community Agency Adjustment to fund three (3) administrative and inspection positions through the year -ended June 30 by unfunding existing vacancies. The ongoing annual fiscal impact of adding these 3 positions Is cost neutral. A resolution will be presented at the February 19, 2019 City Council meeting to reflect the additions of these positions. Planning & Building Agency Adjustment for $0.6 million is requested to fund contract inspectors to reduce backlog in Inspections and permitting along with legal expenditures related to work on Special Projects. Additional consulting services will be used to conduct a parking study, develop a billboard ordinance and technology updates for retention of building plans. This request is commensurate with the uptick in expected revenue. Fiscal Year 2018-19 Mid -Year Budget Update February 5, 2019 Page 8 Police Department Adjustment of $0.02 million is requested to fund the addition of one (1) position and the reallocation of one (1) jail management position. The ongoing annual fiscal impact of these positions is $0.16 million. A resolution will be presented at the February 19, 2019 City Council meeting to reflect the additions of these positions. Human Resources Office Adjustment for $0.1 million is requested to fund the addition of three (3) analytical and administrative personnel and for consulting service related to Executive Recruitments. The ongoing annual General Fund fiscal impact of adding these 3 positions is $0.4 million. A resolution will be presented at the February 19, 2019 City Council meeting to reflect the additions of these positions. FISCAL YEAR 2017-2018 Vacancy Status (Exhibit 7) The City has 214 citywide vacancies across all funds with 134 vacancies in the general fund. Of these 134 vacancies, only 77 were funded in the FYI 8-19 budget. The City Council will have the opportunity to re -visit staffing levels during the fiscal year 2019-20 budget process. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1, (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT The fiscal Impact of the recommended changes outlined in this Midyear report Is an improvement of $9.6 million to the General Fund budget, including the new Measure X revenue estimate of $15 million. APPROVED AS TO FUNDS AND ACCOUNTS: 4 Kathryn Down , CPA Executive Director -a' Finance and Management Services Agency Exhibits: 1. Appropriation Adjustment (Fiscal Impact) 2. Revised Revenue Projections — FY 2018-19 3. Revised Appropriated Expenditures — FY 2018-19 4. Additional Requests (Mid -Year) — FY 2018-19 5. Beginning Fund Balance 6. Fiscal Year 2018-19 Mid -Year Budget Update 7. Vacancy Report 65B-10 FY 18-19 Mid -Year JEXHIBITI Budget Requests Accounting Unit Account Description Revenue ape Increasef(Decrease) Increreasef(De res f(Oeerease) rks_NON-GENERAL FUND(Gaa'Tax) _ _"___ _ 02917002 52320 Mghv yUser Tau Alloe,(Sem 2103) $ (1,410,000) 02917002 52321 Road Maintenance&Rehab(RMRA) $ (305,000) 01102002 60022 Sales Tax- Measure X $ �$ 'Parks, Recreation & Community $erviee9 60031.50035 UBIIty Users Tax S — 01113200 61000-81190 Salaries and Benefits Hotel VisOoesTax S 28,333 01113250 61000$1180 Salaries and Benefits Medial Cannabis $ 65,370 01118180 61000.81180 Saladas and Benefits Commercial Cannabis $ (93,70$) !P`IleeDepaRment y� -- __ --Salaries S _ S 26,535 01114475 6100061180 and Benefits Parking Ines $ 10,181 01114400 6100061180 Salaries and Benefits Youth Programs/Camiabls Enforcement $ 16,354 Planning B Building__ A $ 622,000 ----_--- 01116500 62300 �Conkactuals $ 40,000 01116510 62300 Conbactuals $ 170,000 01116520 92300 Con"Mals $ 260,000 01116530 62300 Conbactuals $ 150,000 01118540 62300 Conbaatuals $ 162,000 01116520 61000-61180 Salaries and Benefits $ (102,000) 01116550 6100061180 Salaries and Benefits $ (48,000) (Human Resources _� _ S 93,296 01109050 62300 Conbactuals 5 40,000 01109050 6100061160 Salaries and Benefits $ 53,296 I Total General Fund Department Requests: $ IS 1,001,8311 rCity,ManageesCmce-NON-GENERAL FUND _:__ ) 05303002 55100 Cannabis Ines $ 137,500 05303021 62120162300 Trainina/Contrachrals $ 137,500 rHuman R¢sourcas _NON -GENERAL � —_ 08009051 61000.61180 Salaries and Benefits $ 9,810 08209054 6100081180 Salaries and Benefits $ 22.890 rks_NON-GENERAL FUND(Gaa'Tax) _ _"___ _ 02917002 52320 Mghv yUser Tau Alloe,(Sem 2103) $ (1,410,000) 02917002 52321 Road Maintenance&Rehab(RMRA) $ (305,000) 01102002 60022 Sales Tax- Measure X $ 16,000,000 01102002 60031.50035 UBIIty Users Tax S (2,300,000) 01102002 60030 Hotel VisOoesTax IS 600,000 01102002 60046 Medial Cannabis $ (760,000) 01102002 6110051103 Commercial Cannabis $ (7,175,D00) 01102002 60045 Business rax S 600,000 01114002 65000 Parking Ines S (1,154,100) 01113203 69011 Youth Programs/Camiabls Enforcement $ 65B-11 65B-12 W N 7W Z LU mZ LLLL a J cc W Z W C 00 W .-I Y 65B-13 65B-14 r 65B-15 65B-16 P. mow` W a 0 W 65B-17 e 0 0 0 p 0 0 0014 00 ,Ln m ELon 0 n m m rn vpi vci vii it N 14 N Q N N N N � � N N N Y 10 ja ° N Y .2 v N i� C C d C Y N d C d y C api N e E>N o• uy > EY m cN c a a � m 8 c o, o N u_ E a �� '� m Z N m t' N c au E c �• 8 d m c c N d m a r g o v In e 9 N n s O 8 q i N n r v d o .°. 0p o .� o O o u '^ c o v o —c° e n E°> c a m u a °a o c `o » o m u 0 d L° '� :o d Dae d N .� ° O m u V LO n m o� d y., N a .D ; 03 7 09 A d 0 0 2rIp o �,� m H Z m C CL d nca 7 'u N N c a d p w w v p a 3 v c« Obi Oji `-- e •`>' w ,� y E m N aa. 0 n L� w Y •o � c a c c o � o e d c c° E v c c u o sae N s `m m m 0 8 p+ cm a ° v A w O d 0 d .4 p u p�0jJ1 •a 9 O an d V' Z n 02i o« m rn Y, 102 = `0 «' Y o _c E d a c Y > > a 5 a E ,� m ° a > > E o c � c ° o a Z a a v a ucr = E0 ° c `o y `�° u� o e a n `'` d ti ° o °a° • E ID o ° a o c v OO U A N L N ca O •b m N E u c n a N Q o d c c v c u L9 3 $ F a a c N N N N Jam+ y d CI d d d 7 e7 7 m m m m CO m �Up UU 2 E u 1 a A A A A L s s 8 s l.J IC. 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L O L a on m ^� W L U W r C N b O O O O O p O N O IV v 65B-30 a v f (, IL � N N b O O O O O p O N O IV v 65B-30 a v f 0 Q L N � O N x LL O t cuL X Q .; v vw o c/1 cm E c E v o N y a--+ N v 1 Q � > 00 0) O O � N W LL LL :D 65B-31 U Ci G N U a1 +j Q a� E E 0 0 .N i (U 0 V) N N U OP 65B-32 Mr_ W X W 6 d o c V0 V T > 0 0 m .�+ .�+ o O l e m o ION N O N m ebi N �^-1 b N epi m m o in ti m v ti N m m I n l n m m O Vi ti b Q ti b Q m N H � N rl I ILII U1 V fl1 N m N �+ Lnu H .j 41 C y, Ol v vE v o > u u— a E o + u u o ar c aci c O O>> m u u c a) tko E m n o v c v .� v t a fro c L Y � cz � ju Lnm N� O c y0 C C0 Q o f E p 'c u Q u c in Y Y v E c° ai m . u a U V U V iz S a d* n3. a 65B-33 65B-34 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 19, 2019 TITLE: CONSIDER THE APPROVAL OF AN APPROPRIATION ADJUSTMENT TO FUND MEMORANDUM OF UNDERSTANDING (MOU) WITH THE SANTA ANA POLICE OFFICERS ASSOCIATION (SAPOA) (STRATEGIC PLAN NO. 4,1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO MAR 0 5 2019 FILE NUMBER The Santa Ana Police Officer Association Memorandum of Understanding (SAPOA MOU) for the period of July 1, 2018 through June 30, 2021 was approved by the City Council on February 5, 2019. The City Council may choose from the following options to fund the additional cost. 1. Approve an appropriation adjustment of $4.3 million ($4.2 million using the General Fund balance), as presented on February 5th to fund the SAPOA MOU. (Requires 5 affirmative votes), lV 2. Make no appropriation adjustment at this time, with the understanding that staff may have to return to the City Council for a future appropriation adjustment for the Police Department to fully operate through June 30, 2019. DISCUSSION On February 5, 2019, the City Council approved the SAPOA MOU. However, the City Council did not approve an appropriation adjustment to fund the additional cost of salary and benefit increases provided by the MOU, which staff had estimated to be $4.3 million for the current fiscal year 2018-19 ($4.2 million in the General Fund). The City Council continued the item to February 19th If the City Council does not approve the appropriation adjustment, staff will continue to pay the demands of the Police Department, including the SAPOA MOU. If the existing Police Department appropriation is not sufficient to fund full operations through June 30, 2019, staff will return to City Council before June 30th with an appropriation adjustment. 65C-1 Consider Appropriation Adjustment to Fund SAPOA MOU February 19, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 — City Financial Stability, Objective #1, (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT If the City Council chooses to appropriate $4.3 million for the estimated additional cost of the approved SAPOA MOU, the following accounts will be adjusted accordingly. SAPOA salary and benefits are recorded in the 61000 series expenditure accounts of: • $4.2 million across 24 General Fund programs in the Police Department series 011144; and • $0.1 million across Police Special Revenue General 02414400, Police Special Revenue Programs 02414410, Civic Center Security 07414400, Urban Areas Security Initiative 12514407 and 12514491, COPS Hiring Grants 12714409 and 12714406, Supplemental Law Enforcement Services Account 12814407, Equitable Sharing DOJ 16614455, and Enterprise Fund for Parking — Downtown Enhancement 02710133. APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Dow s, CPA Executive Director Finance and Management Services Agency 65C-2 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: APPROVE A PRE -LOAN COMMITMENT OF $231,494 OF AFFORDABLE HOUSING FUNDS AND A COMMITMENT FOR A 99 - YEAR GROUND -LEASE TO HABITAT FOR HUMANITY OF ORANGE COUNTY FOR THE DEVELOPMENT OF THE LACY STREET PROJECT (STRATEGIC PLAN NO. 5,3C) Za� -!�_� �A�_ CITY MANAGER EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL CLERK OF COUNCIL USE ONLY: -:• _97 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for Humanity of Orange County ("Habitat for Humanity") for $231,494 in Inclusionary Housing Funds for the development of the Lacy Street affordable housing project located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), subject to non - substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY Authorize the Executive Director of the Housing Authority and the Recording Secretary to execute a pre -commitment letter with Habitat for Humanity of Orange County ("Habitat for Humanity") for a 99 -year ground -lease of 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) for the development of the Lacy Street affordable housing project, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on January 23, 2019, the Community Redevelopment and Housing Commission (CRHC) by a vote of 5:0 (Ramos and Urzua abstained): 1) Recommended that the City Council authorize the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for Humanity of Orange County ("Habitat for Humanity') for $231,494 in Inclusionary Housing Funds for the 80A-1 Commitment of Affordable March 5, 2019 Page 2 Housing Funds and a Ground -Lease to Habitat for Humanity development of the Lacy Street affordable housing project located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), subject to non -substantive changes approved by the City Manager and City Attorney. 2) Recommended that the Housing Authority authorize the Executive Director of the Housing Authority and the Recording Secretary to execute a pre -commitment letter with Habitat for Humanity of Orange County ("Habitat for Humanity") for a 99 -year ground -lease of 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) for the development of the Lacy Street affordable housing project, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. DISCUSSION On June 19, 2018, the City Council authorized the Community Development Agency (CDA) to release a FY 2019 Request for Proposals (RFP # 18-056) to develop affordable rental and ownership project(s) in the City of Santa Ana with available funds from the HOME Investment Partnerships Program (HOME), Community Development Block Grant Program (CDBG), Project Based Voucher Program (PBV), Inclusionary Housing Fund, and Housing Successor Agency Fund. The RFP also included land assets currently owned by the Housing Authority of the City of Santa Ana. The RFP was drafted in compliance with the City's Affordable Housing Funds Policies and Procedures adopted by City Council on March 20, 2018. On July 2, 2018, CDA issued RFP # 18-056 for Affordable Housing Development. The RFP was published on both the City and Housing Authority's websites; a public notice was published in the OC Register on July 2, 2018; an e-mail was sent out by Orange County's largest affordable housing membership associations including the Kennedy Commission, 2-1-1 Orange County, and Southern California Association of Nonprofit Housing; and an electronic letter was e-mailed to interested developers and nonprofit organizations who had previously requested to be informed of development opportunities on CDA's RFP Process Database. The first annual deadline' for the City's RFP # 18-056 for Affordable Housing Development closed on Wednesday, August 15, 2018 at 5:00 p.m. The City received thirteen (13) proposals prior to the deadline. The affordable housing developers that submitted a proposal are: Affordable Housing Developer Cesar Chavez Foundation Chelsea Investment Corporation Community Development Partners — 2 Proposals Community HousingWorks Habitat for Humanity of Orange Count HomeAid Orange Count Jamboree Housing — 2 Proposals National Community Renaissance & Mercy House Living Centers Orange Housing Development Corporation & C&C Development, LLC Related California LINC Housing Corporation 80A-2 Commitment of Affordable Housing Funds and a Ground -Lease to Habitat for Humanity March 5, 2019 Page 3 After the deadline, staff conducted a minimum threshold review of each proposal to ensure the proposal complied with all of the minimum requirements in the RFP. Following the minimum threshold review, staff formed a Review Panel that consisted of the Executive Director of the City's Public Works. Agency with his designee, the Executive Director of the Planning and Building Agency with his designee, the Executive Director of the Community Development Agency, and the Housing Division Manager. The Veterans Affairs Medical Center of Long Beach, the County of Orange, Keyser Marston Associates, and MDG Associates served as advisors to the Review Panel. In compliance with the City's Affordable Housing Funds Policies and Procedures, the Review Panel used the proposal Scoring and Selection Criteria from the RFP to conduct their review and analysis of each proposal. In addition to the Scoring and Selection Criteria from the RFP, the Review Panel also reviewed the proposed project design for appropriateness for the proposed target group, compatibility with surrounding uses, cost effectiveness of construction, and appropriateness of the design and construction for low maintenance and long term durability. On October 30, 2018, the Review Panel met and interviewed all of the developers who submitted a proposal. LINC Housing requested to be removed from consideration prior to their scheduled interview and therefore their proposal was removed from consideration. On November 14, 2018, the Review Panel met a second time to discuss and deliberate upon the scoring and selection of the proposals. Following this deliberative selection process, the Review Panel agreed upon the final scores below based on an average of the Individual Reviewer Scores: • I . Commitment of Affordable Housing Funds and a Ground -Lease to Habitat for Humanity March 5, 2019 Page 4 Housing Authority Land Asset Requested / HUD-VASH Vouchers/Non-Housing Authority Land Asset Developer Name Project Name FINAL SCORE (Average of Individual Reviewer Scores) 1126& 1146 E. Washington Avenue Orange Housing Development Corporation and C&C Development. LLC 1126-1146 E. Washington Site 92 Related California The Crossroads atWasNngton 91 Jamboree Housing REVO Apartments 87 CesarClavez Foundation Santa Ana Place 84 Community HousingWodcs Tmnsfonrar 80 Community Development Partners Washington Plaza, GRFLD, Lacy Walk 77 Chelsea Investment Corporation Cielo 76 826 N. Lacy1830 N. Lacy Habitat forHumanityofOrange County Lacy Street Project 82 Community Development Partners Washington Plaza, GRFLD, Lacy Walk 77 801, 809 & 80912 E. Santa Are BNd. HomeAid Orange County Frences Xavier Residence, 90 Community Development Partners Washington Plaza, GRFLD, Lacy Walk 77 HUD-VASH Vouchers (As the PdmerySowoe of Financing) Jamboree Housing Budget Inn Site 86 Community Development Partners Westview House 81 Non -Housing Authority Land Asset National Community Renaissance and Mercy House Living Centers Santa Are United Methodist Chwch Site 93 Based on the scores above and the relative scoring of proposals competing for the same land asset(s) or source of affordable housing funds (e.g. HUD-VASH PBVs), the Review Panel recommends the following award for this project: Developer: Habitat for Humanity of Orange County Project Name: Lacy Street Project • I . Commitment of Affordable Housing Funds and a Ground -Lease to Habitat for Humanity March 5, 2019 Page 5 Developer Request: $231,494.00 Award Recommendation: • Inclusionary Housing Fund: $231,494.00 • Lease Agreement for 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) o Appraised Value as of October 25, 2018: $578,000 The commitment letter with Habitat for Humanity for $231,494 in Inclusionary Housing Funds and a 99 -year ground -lease of 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) for the development of the Lacy Street affordable housing project provides the official award from the Housing Authority (Exhibit 1). In compliance the City's Affordable Housing Funds Policies and Procedures, the City's real estate advisor, Keyser Marston Associates (KMA), has confirmed the underwriting for the Project, the financial gap, and other programmatic requirements related to the funding sources. KMA has reviewed the developer's estimates and projections of rents, expenses, reserves and development costs in accordance with industry - standard underwriting guidelines and recommends the full amount of the award based on their underwriting and subsidy layering analysis (Exhibit 2) along with other policy recommendations. It is important to note that this award above was amended after the initial recommendation by the Review Panel. Following the initial award recommendation by the Review Panel for only a 99 - year ground lease, Habitat for Humanity met with staff and communicated that the economic feasibility of the project had changed since the submission of their proposal on August 15, 2018 under RFP # 18-056 due to changes requested by the French Park Neighborhood Association to the design of the project. Specifically, Habitat for Humanity had submitted a proposal before the deadline for the RFP on August 15, 2018 based on a design that they had not reviewed with the French Park Neighborhood Association. After the deadline, Habitat for Humanity met with the French Park Neighborhood Association, as required in the RFP. [The RFP stated, 'This vacant site will need to comply with the design guidelines of the French Park Historic District and will require review by the French Park Design Committee."] Following their meeting, the French Park Neighborhood Association requested revisions to the design and construction of their project, which increased the cost of construction for Habitat for Humanity to develop the project. As a result, the financial gap for the construction of the project actually increased for more than $231,494 than initially requested and Habitat for Humanity had preliminarily accepted an award (the 99 -year Ground Lease) for a project that they no longer had the financial capacity to develop. In order to support this project to move forward and comply with the French Park Neighborhood Association, staff reviewed the affordable housing funds available in RFP # 18-056. [As stated in the RFP, "Available affordable housing funds and land assets being made available in this RFP are subject to change."] On January 14, 2019, the City received a disbursement of in -lieu fees from the Heritage Phase III project for over $3.8 million. With these new Inclusionary Housing Funds received by the City, staff was able to amend the original award recommended by the Review Panel for Habitat for Humanity to meet their full original request. Habitat for Humanity plans to address their remaining financial gap through resource development activities in the form of a grant for the project. Commitment of Affordable Housing Funds and a Ground -Lease to Habitat for Humanity March 5, 2019 Page 6 Project Description Habitat for Humanity of Orange County is a nonprofit organization specializing in the construction of affordable homes for purchase by qualifying families. Since 1988, the Orange County affiliate has completed and sold 219 new homes in its service area. Thirty of those homes have been built in the City of Santa Ana. The project location is at the SW corner of Lacy and Vance Streets and is comprised of two single-family lots within the "Historic French Park" community. The Housing Authority will be providing a 99 -year ground lease on the land. Construction will consist of two (2) single-family detached homes. In multiple meetings and discussions with the Historic French Park Committee, the local residents made clear their strong desire that Habitat for Humanity design and construct homes that reflect the architectural elements and finishes that are present in the French Park community. In addition, there is an expectation that Habitat for Humanity will create two distinct floor plans for this project whose sizes are proportionate to the approximately 7,500 sq. ft. lots on which they will be built. With these requirements in mind, Habitat proposes the following: • A single -story "Craftsman -style' home. This residence will be a three bedroom, two and a half bath of approximately 1,500 sq. ft. • A second home that will be influenced by the "Victorian -Style" of architecture. This will be a two-story residence with four bedrooms and three bathrooms and will be approximately 1,700 sq. ft. It is important to note that the architectural designs proposed for the Project are more in line with custom home developments as opposed to Habitat for Humanity's original mission to provide "simple, decent and affordable" housing. The proposed architectural designs result in significantly higher construction costs than the projects typically constructed by Habitat for Humanity. These homes will be made available to qualifying moderate income families (up to 120% of Area Median Income) as set forth in California Health and Safety Code. Construction will comply with all City of Santa Ana building standards, as well as the Historic French Park community. In RFP # 18-056, staff informed all applicants this vacant site will need to comply with the design guidelines of the French Park Historic District and will require review by the French Park Design Committee. The Historic French Park Association Architectural Review Committee provided a letter of support to Habitat for Humanity for the development of their project (Exhibit 3). The construction of all required improvements associated with the development will be the responsibility of Habitat for Humanity. Materials will include composite roofing material, wood, or simulated wood siding, concrete -paving surfaces, and professionally designed landscape. The two homes will be constructed concurrently, with an anticipated building cycle of 10 months from the issuance of building permits. Commitment of Affordable Housing Funds and a Ground -Lease to Habitat for Humanity March 5, 2019 Page 7 For the development of this project by Habitat for Humanity of Orange County, the Review Panel is recommending an award of $231,494 in Inclusionary Housing Funds and a 99 -year ground - lease of 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) following a competitive selection process through RFP # 18-056 in compliance with the City's Affordable Housing Funds Policies and Procedures. After Habitat for Humanity secures all of their remaining financing for the development of the project, staff will return to City Council and the Housing Authority with a Loan Agreement and a 99 -year ground -lease agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), and Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the Citys Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Upon approval of the loan agreement, funds in the amount of $231,494 within the Inclusionary Housing Fund will be made available for distribution (Loans and Grants account no. 41718820- 69152). Any payment associated with the lease agreement will be addressed at the time the agreement is presented to the Housing Authority Board for approval. APPROVED AS TO FUNDS AND ACCOUNTS: ff Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Do Community Development Agency Finance and Management Services Agency Exhibits: 1. Pre -Commitment Letter for Habitat for Humanity of Orange County 2. Underwriting and Subsidy Layering Analysis by Keyser Marston Associates 3. Letter of Support from Historic French Park Association 80A-7 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Cecilia Iglesias David Penaloza Roman Reyna Vicente Sarmiento Jose Solodo March 5, 2019 CITY OF SANTA ANA SANTA ANA HOUSING AUTHORITY 20 Civic Center Plaza • P.O. Box 22030 Santa Ana, California 92702 (714) 667-2200 www.santa-ana.org Troy Hendrickson Vice President of Construction Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 EXHIBIT 1 ACTING CITY MANAGER Steven A. Mendoza CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Mitre -Ramirez Re: Lacy Street Project 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701 Pre -Commitment Letter for Lease Agreement Dear Mr. Hendrickson: Habitat for Humanity of Orange County ("Developer") requested financial assistance in connection with the proposed development of a two (2) unit affordable housing project to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) ("Project"). The City of Santa Ana ("Citi') and Housing Authority of the City of Santa Ana ("Housing Authority") have reviewed the Developer's request for assistance, and at the joint City Council / Housing Authority meeting on March 5, 2019, the City Council and Housing Authority Board authorized and approved issuance of this pre -commitment letter evidencing the preliminary award of ("Agency Assistance"): - A loan in the maximum amount of $231,494 in inclusionary housing in -lieu fee payments made pursuant to the City's Housing Opportunity Ordinance (Article XVIII.I of Chapter41 of the Santa Ana Municipal Code) (the "Inclusionary Housing Fund") held by the City of Santa Ana for the Project ("City Loan"); and, - A 99 -year ground lease for the property located at 416 Vance Street (APN 398- 041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701, with a combined appraised value of $578,000.00 as of October 25, 2018; to be used SANTA ANA CITY COUNCIL Miguel A Puldo Juan Villegas Vicente saomenlovi Pen a Jose solono Roman Reyna Cecilia Iglesias Mayor Mayor Pro Tem, Ward 5 Wad 1 Ward 3 Ward 4 Wad 6 moulido(dsantaana.oro ivilleaas(]o aantaana.om vsarmienloRsante-ana.oro n na.o Isolonora)sanla-ana.ora rrevnarolsanla-ana.oro ciclesias(al nla-ana.om EXHIBIT 1 Page 12 for the development of affordable housing at 416 Vance Street and 826 N. Lacy Street, Santa Ana, CA 92701 ("Ground Lease"). This letter shall evidence the Agency's pre -commitment of the Agency Assistance to the Developer for the Project subject to the conditions described below. City Loan: The amount of the proposed City Loan has been determined based upon the City's review of the Developer's request for the receipt of the Agency Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager and Housing Authority Executive Director has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended. The City Loan shall include the following terms: $231,494 maximum principal amount, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from the City of Santa Ana Inclusionary Housing Fund. • 3% simple interest per annum. • Repayment from 50% of Residual Receipts (pro -rata with payments due in connection with other financing provided by other public agencies) (after payment of operating expenses, debt service, any deferred developer fee, and partnership fees to be described in the Agreement) with the remaining 50% to be disbursed to the Developer. Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy and/orfinal building permits or earlier upon sale, refinancing or default. On that date, the City agrees to review the performance of the property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive a pro rata share of 50% of the net proceeds received from any sale or refinancing of the Project, after payment of outstanding debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs. • Cost savings from the Project, if any, will be applied first to pay down the City Loan. Ground Lease: The Project will be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) ("Property"). The Housing Authority currently owns the Property. Accordingly, the Housing Authority Board authorized the lease of the Property to the Developer for the Project. After Developer secures all of its remaining financing for the Foorlymul EXHIBIT 1 Paoe 13 development of the Project, staff will return to the Housing Authority for consideration of a 99 -year Ground Lease Agreement. General Provisions: The Agency's obligation to provide the Agency Assistance to the Project is subject to each of the following conditions: • Developer must provide proof that it has secured all of its remaining financing for the development of the Project before staff will return to the City Council / Housing Authority for consideration of the Loan Agreement and Ground Lease Agreement. • All provided funding and project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Loan Agreement and/or Ground Lease Agreement, or any other documents related to the development of the Project. • Approval of all required entitlements and discretionary actions, to allow the construction of a 2 -unit affordable housing project to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701. • The City's obligation to provide the Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreement, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the City Loan by the City Council, as applicable. • Review and approval of the documents evidencing the Ground Lease by the Housing Authority as applicable. • Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre -commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre -commitment letter for the Project will expire on March 5, 2021. 80A-11 EXHIBIT 1 — - - ---- -- -- ---- - — P a g e 14 If you have any questions or require any additional information regarding this award letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667- 2241 or by e-mail at 'brown (a)santa-ana.ora. Sincerely, Steven A. Mendoza Acting City Manager Attest: Norma Mitre -Ramirez Acting Clerk of Council 80A-12 EXHIBIT 2 �,102111' KEYSER MARSTON ASSOCIATES. ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT MEMORANDUM ADVISORS IN: Kathleen H. Head Real Estate To: Judson Brown, Housing Division Manager Affordable Housing Kevin E. Engstrom Economic Development Julie L. Romey City of Santa Ana BERKELEY At your request, Keyser Marston Associates, Inc. (KMA) prepared a preliminary financial SAN DIEGO A. Jerry Keyser From: Tim Bretz Timothy C. Kelly parcels that are currently owned by the City of Santa Ana Housing Authority (Authority). Debbie M. Kern sold to moderate income households (Project). David Doezema Date: January 18, 2019 Kevin Feeney LOS ANGELES Kathleen H. Head Subject: Lacy Street Project: Preliminary Financial Gap Analysis James A. Rabe Gregory D. Soo -Hoo Kevin E. Engstrom Julie L. Romey Tim R. Bretz At your request, Keyser Marston Associates, Inc. (KMA) prepared a preliminary financial SAN DIEGO gap analysis for the project proposed to be developed at 826 and 830 North Lacy Street Paul C. Marra (Site) by Habitat for Humanity of Orange County (Habitat). The Site consists of two parcels that are currently owned by the City of Santa Ana Housing Authority (Authority). As proposed, Habitat will construct two single family homes on the Site which will be sold to moderate income households (Project). Habitat is requesting the following financial assistance: 1. $231,000 in Inclusionary Housing Funds from the City of Santa Ana (City); and 2. To enter into a 99 -year ground lease with the Authority for the Site at no cost. The purpose of the KMA analysis is to evaluate Habitat's financial assistance request. EXECUTIVE SUMMARY Estimated Financial Gap The results of the KMA financial gap analysis are compared to Habitat's financial proposal in the following table: 500SOUTH GRAND AVENUE, SUITE 1480 D LOS ANGELES, CALIFORNIA 90071 s, PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 1901009:SA:TRB 19090.017.011 Judson Brown, City of Santa Ana Lacy Street Project: Preliminary Financial Gap Analysis EXHIBIT 2 January 18, 2019 Page 2 KMA Habitat Difference Total Construction Costs $1,189,000 $1,196,000 ($7,000) Total Available Revenue 926,000 870,000 56,000 Financial Gap $263,000 $326,000 ($63,000) As shown in the preceding table, KMA estimates the Project's financial gap at $263,000. Comparatively, Habitat estimates the Project's financial gap at $326,000. This equates to a $63,000 differential. The differential is primarily due to a difference in the KMA and Habitat "Affordable Sales Price" estimates. The City proposes to provide up to $231,000 in Inclusionary Housing Funds to the Project. This amount is lower than both the financial gap identified by KMA and the dollar amount of Habitat's assistance request. As such, it can be concluded that the proposed City assistance package will not provide a windfall profit to Habitat. It is our understanding that subsequent to the completion of KMA's financial analysis, City staff and Habitat discussed the difference between the demonstrated financial gap and the available City assistance funds. It is our understanding that Habitat has committed to fund any portion of the Project's financial gap amount in excess of the City's $231,000 financial assistance commitment. PROJECT DESCRIPTION Background The Site is located in the French Park Historic District (French Park). Any proposed development is subject to the design guidelines imposed on French Park as well as a review by the French Park Design Committee (Design Committee). In Fall 2018, Habitat met with the Design Committee to discuss the proposed Project, and the Design Committee requested revisions to Habitat's original design. Specifically, the Design Committee and residents of French Park requested that Habitat construct homes that incorporate the historic architectural elements and finishes that are currently present in the neighborhood. In response, Habitat proposes the following: 1901009:SA:TRB 80A-14 19090.017.011 Judson Brown, City of Santa Ana EXHIBIT 2 January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 3 1. A single -story "Craftsman -style" home, which will include three bedrooms and two and a one-half bathroom; and 2. A two-story "Victorian -style" home, which will include four bedrooms and three bathrooms. It is important to note that the architectural designs proposed for the Project are more in line with custom home developments as opposed to Habitat's original mission to provide "simple, decent and affordable" housing. The proposed architectural designs result in significantly higher construction costs than the projects typically constructed by Habitat. Scope of Development The proposed scope of development can be described as follows: 1. The Site area totals 0.34 acres, or approximately 16,200 square feet of land area. 2. The two -unit Project represents a density of 5 units per acre. 3. The Project's unit mix is as follows: a. One (1) three-bedroom house estimated at 1,500 square feet of gross building area (GBA); and One (1) four-bedroom house estimated at 1,700 square feet of GBA. 4. The Project's total GBA is estimated at 3,200 square feet. 5. Both units will be restricted to moderate income households per the definitions set forth in California Health and Safety Code (H&SC). FINANCIAL GAP ANALYSIS KMA prepared a pro forma analysis to estimate the Project's financial gap. The analysis is located at the end of this memorandum, and is organized as follows: 1901009:SA:TRB 80A-15 19090.017.011 Judson Brown, City of Santa Ana Lacy Street Project: Preliminary Financial Gap Analysis Table 1: Estimated Construction Costs Table 2: Estimated Available Revenue Table 3: Financial Gap Calculation Estimated Construction Costs (Table 1) EXHIBIT 2 January 18, 2019 Page 4 KMA reviewed Habitat's January 2, 2019 pro forma and then independently prepared a pro forma analysis of the Project. The resulting construction costs are estimated as follows: Direct Costs The direct costs assume that the Project will not be subject to State of California and/or Federal Davis Bacon prevailing wage requirements. As noted previously, the design elements proposed for the Project are more in line with custom home developments. As such, it is difficult to estimate the appropriate direct costs without more detailed plans and drawings. Thus, for the purposes of this preliminary financial gap analysis, KMA utilized the direct cost estimates provided by Habitat. The direct costs can be summarized as follows: 1. The on-site improvement costs are estimated at $8 per square foot of land area, or $124,000. 2. The building costs are estimated at $144 per square foot of GBA, or $460,000. This equates to an average of $230,000 per unit. 3. A 4% allowance for general requirements is provided, which equates to $23,000. 4. Per Habitat, the Project's construction (estimated at 12 months) will require the supervision of two Habitat staff members. The supervision costs are estimated at $120,000, or $60,000 per Habitat staff member. 5. KMA included a $36,000 direct cost contingency allowance, which is equal to 5% of other direct costs. KMA estimates the total direct costs at $763,000. This equates to $238 per square foot of GBA or an average of $381,500 per unit. 1901009:SA:TRB 80A-16 19090.017.011 EXHIBIT 2 Judson Brown, City of Santa Ana January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 5 Indirect Costs KMA utilized the following assumptions in estimating the indirect costs: 1. The architecture, engineering and consulting costs are estimated at $153,000, which equates to an average of $76,500 per unit or 20% of direct costs. 2. Habitat estimated the public permits and fees costs at $52,000, or approximately $26,000 per unit. City staff should verify the accuracy of this estimate. 3. The taxes, insurance, legal and accounting costs are estimated at 2% of direct costs. 4. Habitat will select the home buyer of each unit and provide home buyer education and training. Habitat estimates the cost of these services at $12,000 per unit, or $24,000. 5. Habitat set the Developer Fee at $98,000, which is equal to 13% of direct costs. 6. An indirect cost contingency allowance equal to 5% of other indirect costs is provided. KMA estimates the total indirect costs at $359,000. Financing Costs The financing costs for the Project are estimated as follows: 1. The interest costs to be incurred during the construction period are estimated at $20,000. These costs are based on the following assumptions: a. Habitat stated that they will obtain a construction loan from a 3rd party lender for the Project. KMA estimates the construction loan amount at $998,000, which is calculated based on the total construction costs less the In -Kind Contributions, Developer Fee, closing costs, and warranty costs. 1901009:SA:TRB 80A-17 19090.017.011 Judson Brown, City of Santa Ana EXHIBIT 2 January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 6 b. Per Habitat, the construction period interest costs are based on an 8% interest rate, a 12 -month construction period, and a 30% average outstanding balance. 2. Per Habitat, the financing fees for the construction loan are estimated at 1.0 point, or $10,000. 3. The closing costs are estimated at 2% of sales revenue, or $17,000. 4. The warranty costs are estimated at $10,000 per unit, or $20,000. KMA estimates the total financing costs at $67,000. Total Construction Costs As shown in Table 1, KMA estimates the total construction costs at $1.19 million, which equates to approximately $594,500 per unit. In comparison, Habitat estimates the total construction costs at $1.20 million. This equates to a less than 1% differential. Project Revenues (Table 2) The Project Revenues are estimated as follows: Affordable Sales Price Calculations Habitat is proposing to sell both units to moderate income households. KMA estimates the Affordable Sales Prices based on the H&SC Section 50052.5 calculation methodology and the following assumptions (Table 5): The household income used in the calculations is based on the 2018 Orange County median incomes distributed by the California Department of Housing and Community Development (HCD). 2. The Project will not include a homeowner's association, and each homeowner will be required to maintain and repair their own properties. However, given the increased maintenance requirements associated with the architectural elements proposed for the houses, Habitat proposes to require the homeowners to establish a monthly maintenance reserve account. This "forced savings" structure would ensure that funds are available to provide maintenance for the 1901009:SA:TRB 80A-18 19090.017.011 Judson Brown, City of Santa Ana Lacy Street Project: Preliminary Financial Gap Analysis EXHIBIT 2 January 18, 2019 Page 7 building exterior. Habitat estimates the maintenance reserve deposits at $275 per unit per month. 3. The monthly utilities costs are set at $178 per month for the three-bedroom home and $209 per month for the four-bedroom home based on the 2019 Utility Allowance Schedule published by the Authority. 4. The property tax cost estimate is based on 1.12% of the Affordable Sales Price. 5. The mortgage interest rate is set at 5.0%. The mortgage is assumed to be fully amortizing over 30 -years and provided by a conventional lender. 6. The home buyer down payment is set at 5% of the Affordable Sales Price. Affordable Sales Revenue Based on the assumptions outlined above, KMA estimates the moderate income Affordable Sales Prices as follows: Three -Bedroom Unit $417,900 Four -Bedroom Unit $452,100 The resulting total affordable sales revenue is estimated at $870,000. In comparison, Habitat estimates the Affordable Sales Prices at $407,000 per unit, which totals $814,000 in affordable sales revenue. Habitat did not provide their Affordable Sales Price calculations. Additional Revenue Habitat proposes to utilize In -Kind Contributions to off -set a portion of the construction costs. Habitat estimates the In -Kind Contributions available to the Project at $28,000 per unit, or $56,000. 1901009:SA:TRB 80A-19 19090.017.011 EXHIBIT 2 Judson Brown, City of Santa Ana January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 8 Total Available Revenue The Project's total available revenue is equal to the sum of the Affordable Sales Price revenue and the Project's additional revenue. KMA estimates the total available revenue as follows: Affordable Sales Price Revenue $870,000 Additional Revenue 56,000 Total Available Revenue $926,000 Financial Gap Calculation The financial gap is estimated by deducting the Project's available revenue from the Project's total construction costs. Based on the preceding analysis, KMA estimates the Project's financial gap as follows: Total Construction Costs $1,189,000 (Less) Total Available Funding Sources (926,000) Financial Gap $263,000 Per Unit $131,500 As shown in the preceding table, KMA estimates the Project's financial gap at $263,000. Comparatively, Habitat estimates the Project's financial gap at $326,000. This equates to a $63,000 differential, which is primarily due the difference in Affordable Sales Prices. The City proposes to provide up to $231,000 in Inclusionary Housing Funds to the Project. Since this amount is less than the financial gap identified by KMA and less than Habitat's assistance request. It is therefore KMA's conclusion that the proposed assistance package will not provide a windfall profit to Habitat. SILENT SECOND MORTGAGE REVENUE CALCULATION The next step in the process is to determine how much of the $231,000 in City assistance can be treated a junior lien obligation. As a basic premise it must be assumed 1901009:SA:TRB 80A-20 19090.017.011 EXHIBIT 2 Judson Brown, City of Santa Ana January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 9 that the total of the liens accepted by a home buyer cannot exceed the unrestricted market value of the home. Thus, the amount of junior liens that can be supported is equal to the difference between the defined Affordable Sales Price and the estimated market value of the home. KMA assumes that the junior liens will be deferred payment loans which are commonly known as silent second mortgages. These loans typically become due and payable when the home is resold. It is a fundamental assumption of this analysis that the City assistance to the Project will fall second in the lien hierarchy behind the conventional first trust deed mortgage. The calculations used to estimate the supportable silent mortgages are presented in the following sections of this analysis. Market Rate Sales Prices KMA conducted a survey of recent home sales comparables for the French Park market area. Based on this survey and the information provided by Habitat, KMA estimates the market rate sales prices as follows: Three -Bedroom Unit $525,000 Four -Bedroom Unit $595,000 Available Silent Second Mortgage Revenue Based on the estimated market rate sales prices, the available silent second mortgage revenue is estimated at as follows: Market Rate Sales Price (Less) Affordable Sales Price Silent Second Mortgage Amounts Total Silent Second Mortgage Revenue 80A-21 Three- Four - Bedroom Unit Bedroom Unit $525,000 $595,000 (471,900) (452,100) $107,100 $142,900 $250,000 1901009:SA:TRB 19090.017.011 EXHIBIT 2 Judson Brown, City of Santa Ana January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 10 As can be seen in the previous table, KMA estimates the total supportable silent second mortgage revenue for the two homes at $250,000. Given that this amount is greater than the City's proposed financial assistance amount of $231,000, there is sufficient silent second mortgage revenue to fully secure the City's financial assistance. It should be noted that both KMA and Habitat estimate the Project's total financial gap at more than $231,000. Given that Habitat has committed to fill any financial gap incurred above the City's $231,000 contribution, it is important to understand how that additional assistance can be structured. Based on current projections, the vast majority of any contribution made by Habitat will likely need to be structured as a grant to the Project. It is important to note that this calculation will need to be revisited once sales of the units commence. At that point, the appraised market values of the homes and the defined Affordable Sales Prices will be utilized to determine the silent second mortgage amounts. If there is insufficient silent second mortgage revenue to secure all of the City's financial assistance, a portion of the City's assistance may need to be structured as a grant. POLICY CONSIDERATIONS As a result of Habitat's discussions with French Park residents and the Design Committee, the architectural and design elements proposed to be included in the Project are similar to the standards utilized for custom home developments. Per Habitat, these design requirements will increase the residential building costs by approximately 25%. Furthermore, Habitat states that the additional architectural design and working drawings necessary for the custom home -type product will cost approximately $80,000 more than the architectural design work required for more typical Habitat projects. Based in part on these cost premiums, Habitat estimates the total construction costs at approximately $598,000 per unit or $374 per square foot of GBA (based on the assumption that no land costs are incurred). For comparison purposes, the construction costs for the 12 -unit Francis Xavier Project, which was recently approved by the City/Authority, were estimated at $352,800 per unit or $286 per square foot GBA. This represents an approximately 30% differential based on the per square foot of GBA estimates. It is also important to note that the estimated per unit construction costs, 1901009:SA:TRB 80A_22 19090.017.011 EXHIBIT 2 Judson Brown, City of Santa Ana January 18, 2019 Lacy Street Project: Preliminary Financial Gap Analysis Page 11 excluding any land costs, are greater than the estimated market rate sales prices of the units. The City and Authority should consider the policy implications for utilizing affordable housing assets for the construction of a custom home -type product which results in substantial cost premiums. As a part of this discussion, the City and Authority may want to discuss selling the Site on the open market and utilizing the sales proceeds to assist affordable projects with more typical construction costs. CONCLUSIONS / ISSUES FOR CONSIDERATION The following summarizes the conclusions of the KMA analysis: 1. Based on the currently available information, it is KMA's conclusion that the Project exhibits a $263,000 financial gap. The City proposes to utilize up to $231,000 in Inclusionary Housing Funds to fill the financial gap. As such, KMA concludes that the City's proposed financial assistance amount is supported by the Project's economics. 2. Given the detailed nature of the architectural elements proposed to be included in the Project, KMA recommends that the City/Authority require Habitat to obtain at least two general contractor bids prior to the start of construction. This requirement will ensure that all of the agreed-upon architectural elements are adequately reflected in Habitat's budget. The KMA analysis will need to be updated if the contractors' estimates differ from the costs assumed in this preliminary analysis. 3. KMA recommends that the City/Authority consider the following policy objectives regarding the Project's use of affordable housing assets: a. Is this a desirable site for affordable housing? b. Is it a policy objective to utilize affordable housing funds to construct affordable housing units with custom home specifications, which result in units that are more expensive than more typical affordable housing units? 1901009:SA:TRB 8OA-23 19090.017.011 Judson Brown, City of Santa Ana Lacy Street Project: Preliminary Financial Gap Analysis a 5. EXHIBIT 2 January 18, 2019 Page 12 C. Should the Authority consider selling the Site on an unrestricted basis and then utilize the sales proceeds for other more cost efficient affordable housing projects? The Affordable Sales Prices cannot be finalized until the Project commences sales activities. It is likely that the actual Affordable Sales Prices will vary from the amounts estimated in this analysis. The cash financial assistance provided by the City should be secured by silent second mortgage loans. a. The City's financial assistance should fall second in the lien hierarchy behind the conventional first trust deed mortgage. A re-evaluation will be performed once marketing of the units commences. If at that time the gap between the unrestricted market prices and the Affordable Sales Prices is less than projected in this analysis, a portion of the City's assistance may have to be provided as a grant instead of a loan. 1901009:SA:TRB 80A-24 19090.017.011 EXHIBIT 2 TABLE 1 ESTIMATED CONSTRUCTION COSTS 2 FOR -SALE MODERATE INCOME UNITS LACY STREET PROJECT SANTA ANA, CALIFORNIA I. Direct Costs 1 On -Site Improvements 16,248 Sf Land $8 /Sf Land $124,000 Building Costs 3,200 Sf GBA $144 /Sf GBA 460,000 General Conditions 4% Construction Costs 23,000 Habitat Supervision z 21% Construction Costs 120,000 Contingency Allowance 5% Other Direct Costs 36,000 Total Direct Costs 2 Units $381,500 /Unit $763,000 II. Indirect Costs Architecture, Engineering & Consulting 20% Direct Costs $153,000 Public Permits & Fees a 2 Units $26,000 /Unit 52,000 Taxes, Insurance, Legal & Accounting 2% Direct Costs 15,000 Marketing/Buyer Education 4 2 Units $12,000 /Unit 24,000 Developer Fee 4 13% Direct Costs 98,000 Contingency Allowance 5% Other Indirect Costs 17,000 Total Indirect Costs $359,000 Ill. Financing Costs Interest During Construction 5 $998,000 Loan 8.0% Interest $20,000 Loan Origination Fee $998,000 Loan 1.0 Point 10,000 Closing Costs 2.00% Sales Revenues 17,000 Warranties 2 Units $10,000 /Unit 20,000 Total Financing Costs $67,000 IV. Total Construction Costs 2 Units $594,500 /Unit $1,189,000 1 Based on Habitat estimates. Assumes that prevailing wage requirements will not be imposed on the Project. z Habitat will provide two staff members to supervise construction. a Based on Habitat estimates. City staff should verify the accuracy of this estimate. 4 Based on estimates provided by Habitat. 5 The total loan amount is equal to the total construction costs less the Developer Fee, closing costs, warranties, and In -Kind donations. Per Habitat, the construction loan will have an average outstanding balance of 30%. Prepared by: Keyser Marston Associates, Inc. 80A-25 File name: Habitat Lary Street_11819; Pf TABLE 2 ESTIMATED AVAILABLE REVENUE 2 FOR -SALE MODERATE INCOME UNITS LACY STREET PROJECT SANTA ANA, CALIFORNIA I. Projected Sales Revenue 1 Moderate Income 3-Bdrm Unit 1 Unit Moderate Income 4-Bdrm Unit 1 Unit Total Projected Sales Revenue In -Kind Contributions 2 2 Units EXHIBIT 2 $417,900 /Unit $417,900 $452,100 /Unit 452,100 $870,000 $28,000 /Unit $56,000 111. I Estimated Available Revenue 2 Units $463,000 /Unit $926,000 See TABLE 5 for the affordable sales price calculations. 2 Per Habitat. Prepared by: Keyser Marston Associates, Inc. 80A-26 File name: Habitat Lacy Street -1 18 19; Pf EXHIBIT 2 TABLE 3 ESTIMATED FINANCIAL GAP 2 FOR -SALE MODERATE INCOME UNITS LACY STREET PROJECT SANTA ANA, CALIFORNIA I. Total Construction Costs See TABLE 1 $1,189,000 II. (Less) Estimated Available Revenue See TABLE 2 $926,000 III. jEstimated Financial Gap 2 Units ($131,500) /Unit ($263,000) Prepared by: Keyser Marston Associates, Inc. 80A-27 File name: Habitat Lary Street_11819; Pf TABLE 4 SILENT SECOND MORTGAGE REVENUE CALCULATION 2 FOR -SALE MODERATE INCOME UNITS LACY STREET PROJECT SANTA ANA, CALIFORNIA I. Silent Second Mortgage Amounts Three -Bedroom Unit Silent Second Mortgage Estimated Market Rate Sales Price (Less) Moderate Income Affordable Sales Price Three -Bedroom Unit Second Mortgage Amount Four -Bedroom Unit Silent Second Mortgage Estimated Market Rate Sales Price (Less) Moderate Income Affordable Sales Price Four -Bedroom Unit Silent Second Mortgage Amount Total Silent Second Mortgage Amounts II. Estimated Surplus / (Shortfall) in Silent Second Mortgage Revenue Total Silent Second Mortgage Amounts (Less) Estimated Financial Gap $525,000 (417,900) $107,100 $595,000 (452,100) $142,900 EXHIBIT 2 $250,000 $250,000 (263,000) III. 1 Estimated Surplus/ (Shortfall) in Silent Second Mortgage Revenue ($13,000) Prepared by: Keyser Marston Associates, Inc. 80A-28 File name: Habitat Lary Street_118 19; Pf TABLE 5 AFFORDABLE SALES PRICE CALCULATIONS MODERATE INCOME SALES PRICES LACY STREET PROJECT SANTA ANA, CALIFORNIA I. Income Available for Housing Expenses Benchmark Household Size Median Household Income Income as % of Median %Income Allotted to Housing Costs Total Income Available for Housing Expenses 11. Ongoing Expenses Maintenance Reserve Deposits Annual Utilities Allowance Property Taxes @ 1.12% of Affordable Sales Price Total Ongoing Expenses III. Income Available for Mortgage Debt Service IV. Affordable Sales Prices Supportable Mortgage @ 5.00% Interest Rate Home Buyer Down Payment @ 5.00% of Affordable Price EXHIBIT 2 Moderate Income Sales Prices 1 Three -Bedroom Four -Bedroom 4 5 $92,700 $100,100 110.00% 110.00% 35.00% 35.00% $35,690 $38,539 $3,300 $3,300 z 2,136 2,508 4,680 5,064 $10,116 $10,872 $25,573 $27,667 $397,000 $429,500 20,900 22,600 V. Affordable Sales Prices $417,900 $452,100 ' Based on the California Health and Safety Code Section 50052.5 definition. z Based on the utility allowances published by the Santa Ana Housing Authority on January 1, 2019. Prepared by: Keyser Marston Associates, Inc. 80A-29 File name: Habitat Lacy Street -1 1819; CC Afford FOODIMT1 EXHIBIT 3 To Whom it May Concern, The French Park Architectural Review Committee met three times with Habitat for Humanity to discuss its Interest to develop two city -owned lots located on the southwest corner of Lacy and Vance, in the Historic French Park neighborhood. At the first meeting, Habitat for Humanity representative Mr. Troy Hendrickson, presented a proposal to construct two single-family homes using plans from other similar developments. To this French Park offered several suggestions, including to increase building square footage, to separate the houses with a side -yard fence and employ architectural styles, and those important details, which are characteristic of houses in the neighborhood. At French Park's request a subsequent field meeting was held to walk French Park and portions of the adjoining historic Lacy neighborhood. The purpose for this activity was for Mr. Hendrickson to see the range of architectural styles and treatments Habitat for Humanity might consider. Based on the two meetings, and a subsequent third meeting to discuss two preliminary concept drawings, French Park would look forward to working with Habitat for Humanity and to assist it with the project design, if it is selected to purchase and develop the land. Please feel free to email or call me if there are questions regarding this correspondence. Jeff Dickman, Chair Historic French Park Association, Architectural Review Committee 714-240-0883 Cc: Historic French Park Architectural Review Committee 80A-31 80A-32 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: pal APPROVE A PRE -LOAN COMMITMENT OF $1,687,047 OF AFFORDABLE HOUSING FUNDS AND EIGHTY-NINE PROJECT -BASED VOUCHERS TO JAMBOREE HOUSING FOR THE BUDGET INN PROJECT {STRATEGIC PLAN NO. 5,3C) CITY MANAGER EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Jamboree Housing ("Jamboree") for $1,687,047 in Community Development Block Grant (CDBG) Funds for the development of the Budget Inn affordable housing project located at 1108 N Harbor Blvd, Santa Ana, CA 92703, subject to non -substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY Approve an award of eighty-nine (89) project -based vouchers and authorize the Executive Director of the Housing Authority and the Recording Secretary to execute an Agreement to Enter into a Project -Based Vouchers Housing Assistance Payments Contract with Jamboree for the development of the Budget Inn affordable housing project located at 1108 N Harbor Blvd, Santa Ana, CA 92703, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its special meeting on December 19, 2018, the Community Redevelopment and Housing Commission (CRHC) by a vote of 5:0 (Ramos and Urzua abstained): 1) Recommended that the City Council authorize the City Manager to execute a pre -loan commitment letter with Jamboree Housing ("Jamboree") for $1,687,047 in Community Development Block Grant Funds for the development of the Budget Inn affordable housing project located at 1108 N Harbor Blvd, Santa Ana, CA 92703, subject to non -substantive changes approved by the City Manager and City Attorney. Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 2 2) Recommended that the Housing Authority approve an award of eighty-nine (89) project - based vouchers and authorize the Executive Director of the Housing Authority to execute an Agreement to Enter into a Project -Based Vouchers Housing Assistance Payments Contract (for Existing or Rehabilitation) with Jamboree for the development of the Budget Inn affordable housing project located at 1108 N Harbor Blvd, Santa Ana, CA 92703. DISCUSSION On June 19, 2018, the City Council authorized the Community Development Agency (CDA) to release a Fiscal Year (FY) 2019 Request for Proposals (RFP # 18-056) to develop affordable rental and ownership project(s) in the City of Santa Ana with available funds from the HOME Investment Partnerships Program (HOME), Community Development Block Grant Program (CDBG), Project Based Voucher Program (PBV), Inclusionary Housing Fund, and Housing Successor Agency Fund. The RFP also included land assets currently owned by the Housing Authority of the City of Santa Ana. The RFP was drafted in compliance with the City's Affordable Housing Funds Policies and Procedures adopted by City Council on March 20, 2018. On July 2, 2018, CDA issued RFP # 18-056 for Affordable Housing Development. The RFP was published on both the City and Housing Authority's websites; a public notice was published in the OC Register on July 2, 2018; an e-mail was sent out by Orange County's largest affordable housing membership associations including the Kennedy Commission, 2-1-1 Orange County, and Southern California Association of Nonprofit Housing; and an electronic letter was e-mailed to interested developers and nonprofit organizations who had previously requested to be informed of development opportunities on CDA's RFP Process Database. The first -annual deadline for the City's RFP # 18-056 for Affordable Housing Development closed on Wednesday, August 15, 2018 at 5:00 p.m. The City received thirteen (13) proposals prior to the deadline. The affordable housing developers that submitted proposals include: Affordable Housing Developer Cesar Chavez Foundation Chelsea Investment Corporation Community Development Partners — 2 Proposals Community HousingWorks Habitat for Humanity of Orange County HomeAid Orange County Jamboree Housing — 2 Proposals National Community Renaissance & Mercy House Living Centers Orange Housing Development Corporation & C&C Development, LLC Related California LINC Housing Corporation After the deadline, staff conducted a minimum threshold review of each proposal to ensure the proposal complied with all of the minimum requirements in the RFP. Following the minimum threshold review, staff formed a Review Panel that consisted of the Executive Director of the City's Public Works Agency with his designee, the Executive Director of the Planning and Building Agency with his designee, the Executive Director of the Community Development Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 3 Agency, and the Housing Division Manager. The Veterans Affairs Medical Center of Long Beach, the County of Orange, Keyser Marston Associates, and MDG Associates served as advisors to the Review Panel. In compliance with the City's Affordable Housing Funds Policies and Procedures, the Review Panel used the proposal Scoring and Selection Criteria from the RFP to conduct their review and analysis of each proposal. In addition to the Scoring and Selection Criteria from the RFP, the Review Panel also reviewed the proposed project design for appropriateness for the proposed target group, compatibility with surrounding uses, cost effectiveness of construction, and appropriateness of the design and construction for low maintenance and long term durability. On October 30, 2018, the Review Panel met and interviewed all of the developers who submitted a proposal. LINC Housing requested to be removed from consideration prior to their scheduled interview and therefore their proposal was removed from consideration. On November 14, 2018, the Review Panel met a second time to discuss and deliberate upon the scoring and selection of the proposals. Following this deliberative selection process, the Review Panel agreed upon the final scores below based on an average of the Individual Reviewer Scores: Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 4 Housing Authority Land Asset Requested / HUD-VASH Vouch ars y Non+fousing Authority Land Asset Developer Name Project Name ORE (Average fI FINAL SCORE (Average of Individual 112681146 E. Washington Avenue Orange Hosing Devebpmem Corporation and CSC Development LLC 1126-1146 E. Washington Site 92 Related California The Crossroads stWashingbn 91 Jamboree Hosing REVOAparanents 87 Cesar Clavea FOVdatlon Sarna Ara Place 84 Commnaity HosingWaft Transformer 80 Commuity Devebpment Padners Washington Pian, GRFLD, Lacy WaN n Chelsea hNesiment Corporation Clelo 76 826 N. LacyMW N. Lacy Habitat for Hurnady ofCrange County LacySbeelPmiect 82 Comrmaity Development PaNers Washington Pian, GRFLD, lacy WaN n 801, 809 8 809 112 E Santa Ara BNd. HomeAid Orange County Frances XaNer ResIdence 90 Commurity Devebpmern Pareers WasHrgton Plaza, GRFLD, Lacy Walk 71 HILOWASH Vouchers (As the Primary Sauce of Financing) Jamboree Housing Budget lm Site 86 Commuity Oevebpment Partners WesMew House 81 Non -Housing Amhody Und Asset National Commmy Renaissance and Mem, Home UvIng Centers Sarna Am UNted Metiodlst Chmoth Site 93 Based on the scores above and the relative scoring of proposals competing for the same land asset(s) or source of affordable housing funds (e.g. HUD-VASH PBVs), the Review Panel recommends the following award for this project: Developer: Jamboree Housing Project Name: Budget Inn Developer Request: • $2 million • 89 HUD-VASH PBVs Award Recommendation: • Project -Based Voucher Program (PBV): Eighty -Nine (89) HUD-VASH PBVs • Community Development Block Grant Program (CDBG): $1,687,047 80B-4 Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 5 On December 4, 2018, staff notified Jamboree in writing of the award recommendation by the Review Panel, contingent on final approval by the Community Redevelopment and Housing Commission (CRHC) and City Council / Housing Authority (Exhibit 1). The pre -loan commitment letter with Jamboree for $1,687,047 in CDBG funds provides the official award from the City (Exhibit 2). In compliance the City's Affordable Housing Funds Policies and Procedures, the City's real estate advisor, Keyser Marston Associates (KMA), has confirmed the underwriting for the Project, the financial gap, and other programmatic requirements related to the funding sources. KMA has reviewed the developer's estimates and projections of rents, expenses, reserves and development costs in accordance with industry -standard underwriting guidelines and recommends the full amount of the award based on their underwriting and subsidy layering analysis (Exhibit 3). Project Description Jamboree proposes to acquire the current Budget Inn and Suites, and rehabilitate the development, adding a community clinic of approximately 4,000 square feet. Jamboree currently has site control through March 2019 via an executed purchase and sale agreement. The award recommendation for 89 HUD-VASH project -based vouchers and $1,687,047 in CDBG Program funds will create permanent supportive housing for 89 homeless veterans with wrap around supportive services. Jamboree has adopted a "whatever it takes" model of supporting the needs of chronically homeless residents, with high success rates at their projects like the Rockwood Apartments and Diamond Apartments in Anaheim, and Doria Apartments in Irvine. All 89 units would be targeted to individuals earning no more than 30% of the area median income that are based on 30% of monthly Supplemental Security Income payments for an individual and assuming the zero -bedroom contract rents based on the 2017 rent schedule. Per the HUD-VASH regulations, this project would be serving individuals that qualify under the McKinney-Vento definition of homelessness. Unit Size No. Units AMI Proposed Rent Studio 89 30% $1,387 Unit Size No. Units AMI Proposed Rent Studio 89 30% $1,387 SOURCES Tax Credit Equity $15,934,856 Permanent Loan $6,379,792 Orange County Community Foundation $1,500,000 Veterans Housing and Homelessness Prevention $3,560,000 Federal Home Loan Bank Affordable Housing Program $500,000 City of Santa Ana $1,687,047 Deferred Developer Fee $136,157 TOTAL SOURCES $29,697,852 Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 6 USES Acquisition $15,088,888 Hard Costs $6,700,000 Indirect Costs $2,831,028 Contingency $1,149,953 Financing $2,527,983 Developer Fee $1,400,000 TOTAL USES $29,697,852 The site is located within the Harbor Mixed Use Transit Corridor Specific Plan Area ("HMUTC"). Jamboree has met with staff from the Planning and Building Agency (PBA) to determine the viability of the proposed use at this location and the associated development constraints. Furthermore, PBA staff have also presented the preliminary design concept to others in their department who have indicated conceptual support for the design aesthetic and site plan. This is subject to review of a full submittal, such as was completed for the Santa Ana Veterans Village ("SAW') project, similarly located in the HMUTC. From a zoning perspective, the proposed use is allowed under the existing overlay. As plans are developed fully, Jamboree may approach the City about development incentives; however, discretionary land use approvals should not be needed. The current building is about 31,000 square feet and would include 89 studio units (estimated about 325 square feettunit) to house eligible homeless veteran households referred by the Veterans Affairs Medical Center of Long Beach to the Housing Authority. There would be one on-site employee unit. The parking count would be 107 spaces. The proposed ingress and egress would be achieved via the current driveway onto Harbor Blvd. The rehabilitation would include adding kitchenettes in 53 units, full size refrigerators in all units, new flooring and window coverings, repainting interiors, refinishing the existing tub / showers, replacing all angle stops, swapping out all existing fixtures for low flow fixtures, replacing existing light fixtures with LED fixtures, new dual pane windows, and a host of other items. The existing water boilers will be swapped out with high efficiency boilers utilizing solar thermal to preheat the water. As a part of the rehabilitation, Jamboree will undertake a comprehensive analysis to improve energy efficiency onsite and increase energy efficiency by at least 15% over existing conditions. All units will be fully furnished, providing a turnkey solution for future residents. The lynch pin for the service model onsite is the construction of a new clinical space where there is currently a small pool / spa. Having clinical support in close proximity ensures delivery of needed services to the veterans. Much like SAW, Jamboree will have space for a number of agencies to provide services, such as legal services, job training, and family counseling. This project will also share a similar service model as the SAW, where the Veterans Affairs staff will provide case management services, but greatly enhanced by staff from Jamboree's Community Impact team. As is essential with any permanent supportive housing project, the wrap-around supportive services must integrate effectively with the property management. Jamboree will employ the John Stewart Company as the property: manager, as they are one of the largest and most experienced operators of special needs housing in the state. It will also allow Jamboree to more effectively leverage the relationships they have with various stakeholders at the Veterans Village 80B-6 Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 7 project, located about a mile away. The proposed development will be leasing after the SAW project, so Jamboree will have relevant experience in working with both the VA and County to ensure they can lease units quickly. Jamboree will finance this development using competitive 9% low-income housing tax credits. The 89 VASH vouchers and $1,687,047 in CDBG Program Funds significantly support the competitiveness of this project in securing this source of project financing. The project will require the award of Veterans Housing and Homelessness Prevention funds from State of California Department of Housing and Community Development, which has only one round of funding annually. This will push Jamboree's 9% tax credit application out to the first round of 2020. At the moment, the capital structure has a 69.62% second tiebreaker score for the competitive 9% tax credits. This score would be very competitive in the Nonprofit — Homeless apportionment, as the range of scores for this past round is between 49%-73%. In this past round, a 69.62% tiebreaker would have been the second highest tiebreaker in the set-aside; a 70% tiebreaker would have allocated in both the first round of 2018 as well as the second round of 2017. Similar to SAW, Jamboree will also secure private community foundation loan from Orange County Community Foundation as well as funding from AHP. For the development of this project by Jamboree Housing, the Review Panel is recommending an award of $1,687,047 in Community Development Block Grant Funds and eighty-nine (89) HUD- VASH PBVs following a competitive selection process through RFP # 18-056 in compliance with the City's Affordable Housing Funds Policies and Procedures. After Jamboree receives an allocation of low-income housing tax credits for the development of the project, staff will return to City Council with the loan agreement for an amount not to exceed the funds committed in the pre - loan commitment letter. Please note CDBG program expenditures for FY 2017-18 totaled approximately $5.7 million. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), and Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Upon future approval of the loan agreement, funds in the amount of $1,687,047 will be available in the Community Development Block Grant, Loans and Grants account (no. 13518782-69152). Each project -based voucher is estimated to be valued at $10,550 annually, based on HUD's initial award of the vouchers from April 2018. The value of the vouchers on an annual basis totals $938,950. The actual annual expenditure for the eighty-nine vouchers may be different based on when the development of the project is completed and the units are leased. Funds will be budgeted in future fiscal years in the Housing Choice Voucher Program, Housing Assistance Payment account (no. 13618760-69158). Foerlliffi Commitment of Affordable Housing Funds and Project -Based Vouchers to Jamboree Housing March 5, 2019 Page 8 Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: 14 /�/;, Katlilyn Do s, CPA p� Executive Director G4YF 13s) Finance and Management Services Agency Exhibits: 1. Award Announcement to Jamboree Housing 2. Pre -Loan Commitment Letter for Jamboree Housing 3. Underwriting and Subsidy Layering Analysis by Keyser Marston Associates FOONW46 MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solorio Sal Tinajero Juan Villegas December 4, 2018 CITE( OF SANTA ANA 20 Civic Center Plaza . P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.org EXHIBIT 1 CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Made D. Huizar Laura Archuleta, President Sent via E-mail Jamboree Housing 17701 Cowan Avenue, Suite 200 Irvine, CA 92614 Subject: Award Recommendations by Review Panel for RFP # 18-056 Dear Ms. Archuleta, Thank you very much for your proposal submitted in response to our RFP for Affordable Housing Development (RFP # 18-056). The City of Santa Ana received a total of thirteen (13) proposals requesting over $52 million and 304 Project -Based Vouchers. We thank you for your proposal and your commitment to develop affordable housing for the residents of the City of Santa Ana. In compliance with the City's Affordable Housing Funds Policies and Procedures adopted by City Council on March 20, 2018, staff formed a Review Panel that consisted of the Executive Director of the City's Public Works Agency with his designee, the Executive Director of the Planning and Building Agency with his designee, the Executive Director of the Community Development Agency, and the Housing Division Manager. The VAMC of Long Beach, the County of Orange, Keyser Marston Associates, and MDG Associates served as advisors to the Review Panel. The Review Panel used the proposal Scoring and Selection Criteria from the RFP to conduct their review. In addition to the Scoring and Selection Criteria from the RFP, the Review Panel also reviewed the proposed project design for appropriateness for the proposed target group, compatibility with surrounding uses, cost effectiveness of construction, and appropriateness of the design and construction for low maintenance and long term durability. On October 30, 2018, the Review Panel met and interviewed all of the developers who submitted a proposal. LINC Housing requested to be removed from consideration prior to their scheduled interview and therefore their proposal was removed from consideration. On November 14, 2018, the Review Panel met a second time to discuss and deliberate upon the final scoring and selection of the proposals. Following this process, the Review SANTA ANA CITY COUNCIL Miguel A Pulido Michele Martinez Vicente Sarmiento(] onq/� P. David Benavides Juan Villages Sal Tinajero Mayor Mayor Pro Tem, Ward 2 Ward fS y Ward Ward Ward (d moulldoaanta-ana.oro mlmanin(a e¢,mntaa.o nam vsarmiento(dsanlaana.oro a a -a dbenavides(dsantaana.om Ivllleaasesanlaana.om stmalemAeanta-anaoro EXHIBIT 1 Panel agreed upon the final scores below based on an average of the scores from each member of the Panel: Housing Authority Land Asset Requested / HUD•VASH Vouchers l No n4tousin9 Authority Land Asset Developer Name Prolect Name FINAL SCORE (Average o/ IntlWitlual ReviewerScores) 1126& 1146 E.WasNngton Avenue Orange Housing Development Coryomtion and C&C DesebpmenL LLC 1126-1146 E. Washington Site 92 Related California The Crossroads at Washington 91 Jamboree Housing REVOApantrnehis 87 Cesar Chavez Foundation Santa Ana Place 84 Commuity HousingWoft Tmrefomar 80 Conradi Devebpment Partners Washington Plain, GRFLD. Lacy Walk 77 Chelsea kwesMent Comoration Cleb 76 826 N. LacyMO N. Lacy Habitat for Hwnanity of Orange County Lacy Street Project 82 CommunityDeeelopment Partiars Washington Piam, GRFLD, LacyWalk 77 801.809 & 80912 E. Saha Are Md. HomeNd Orange County Frances XaNer Residence 90 CommurityDevebpmeMPartres Washington Plans, GRFLD. Lary Wa4t 77 HUD-VASH Vouchers (As the Primary Some of Fiiancing) Jamboree Housing Budget Inn Site 86 Community Development Partners We.mew House 81 Non -Housing Autlnny, Land Asset National Community Renaissance am Merry House IJvifg Centers Santa Ara Unitas! MetintlistChioch Site 93 *Supporting documentation for the scores above may be provided upon request. EXHIBIT 1 Based on the scores above and the relative scoring of proposals competing for the same land asset or source of affordable housing funds, the Review Panel is recommending the following award for your organization to our Community Redevelopment and Housing Commission and to the City Council / Housing Authority for final approval: Developer: Jamboree Housing Project Name: **"Budget Inn**" Developer Request: • $2 million • 89 HUD-VASH PBVs Award Recommendation: • Project -Based Voucher Program (PBV): Eighty -Nine (89) HUD-VASH PBVs • Community Development Block Grant Program (CDBG): $1,687,047.00 This recommendation is contingent upon final approval by the Community For the next steps: 1) Please acknowledge your willingness to accept this award recommendation and develop your project (by responding to this e-mail) including the additional requirements listed below that will be incorporated into your final commitment from the City / Housing Authority among various other terms: a. Efforts must be exhausted to award the eighty-nine (89) HUD-VASH Project -Based Vouchers to your project as an Existing Housing site in compliance with the federal regulations for the Project -Based Voucher Program at 24 CFR 983. Please coordinate with staff to schedule an inspection of the units and the requirements to certify as an Existing Housing site. b. No less than 100% of the units in the project must be permanent supportive housing for homeless veterans in compliance with the HUD- VASH Program. If less Project -Based Vouchers are accepted for the project, the remaining permanent supportive housing units must be for homeless individuals and families referred from the Coordinated Entry System who are residing in the City of Santa Ana based upon: L Proof of strong ties to the community, to include current residency of an immediate family member — mother, father, sibling, or grandparent in the City of Santa Ana; ii. Proof that the individual attended a K-12 school in Santa Ana; iii. Proof that the individual resided on property zoned for residential use in Santa Ana and the individual was on the lease and/or paid utilities necessary for legal use of the property for residential purposes; or FOOTITME EXHIBIT 1 iv. Knowledge — either first-hand or recorded — by the Santa Ana Police Department that the individual has been a member of the Santa Ana homeless community. 2) Please acknowledge (by responding to this e-mail) your willingness to reimburse the City for the cost of an underwriting and subsidy layering review to be conducted by Keyser Marston Associates (KMA). 3) Staff will coordinate with you a first look of your project in coordination with the City's Planning and Building Agency to verify that the project design complies with the City's requirements. 4) Staff will complete a National Environmental Policy Act review in compliance with your award of federal funds. 5) Please draft a presentation that you will provide with staff to the Community Redevelopment and Housing Commission (CRHC) on December 19th at 4:30PM in the City Council Chambers. This presentation must be provided to staff before COB on Tuesday, December 11 th. Staff will also coordinate with you on the Staff Report that will be presented to the Commission and then to City Council / Housing Authority. 6) Staff will be recommending your award to the CRHC on December 19, 2018 and to City Council and the Housing Authority in January or February 2019. You must be present and ready to present your project at both meetings as well as respond to any questions or concerns. From all of us here at the City, thank you again for your proposal and congratulations on your award recommendation. We look forward to working with you to develop affordable housing for the residents of the City of Santa Ana. Sincerely, Judson Brown Housing Division Manager Community Development Agency Housing and Neighborhood Development Division 20 Civic Center Plaza (M-26) Santa Ana, CA 92701 T: (714) 667-2241 F: (714) 647-6549 www.santa-ana.or-q/cda .•D- MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Cecilia Iglesias David Penaloza Roman Reyna Vicente Sarmiento Jose Solorio March 5, 2019 Laura Archuleta President CITY OF SANTA ANA SANTA ANA HOUSING AUTHORITY 20 Civic Center Plaza • P.O. Box 22030 Santa Ana, California 92702 (714)667-2200 www.santa-ana.om Jamboree Housing Corporation 17701 Cowan Avenue, Suite 200 Irvine, California 92614 Re: Budget Inn 1108 N. Harbor Boulevard, Santa Ana, CA 92703 EXHIBIT 2 ACTING CITY MANAGER Steven A. Mendoza CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Mitre -Ramirez Pre -Commitment Letter for CDBG Loan and Project Based Vouchers Dear Ms. Archuleta: Jamboree Housing Corporation ("Developer") requested financial assistance in connection with the proposed development of an eighty-nine (89) unit affordable housing complex to be located at 1108 N. Harbor Boulevard, Santa Ana, CA 92703 ("Project"). The City of Santa Ana ("City") and the Housing Authority of the City of Santa Ana ("Housing Authority") have reviewed the Developer's request for assistance, and at the City Council / Housing Authority meeting on February 5, 2019, the City Council and Housing Authority Board authorized and approved issuance of this pre -commitment letter evidencing the preliminary award of (collectively, the "City Assistance"): A loan in the maximum amount of $1,687,047 funded from the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant funds ("CDBG") held by the City of Santa Ana ("City Loan"); and, Eighty-nine (89) U.S. Department of Housing and Urban Development -Veterans Affairs Supportive Housing ("HUD-VASH") Project -Based Vouchers ("PBV") for Permanent Supportive Housing for the Project. This letter shall evidence the City's pre -commitment of the City Assistance to the Developer for the Project subject to the conditions described below. SANTA ANA CITY COUNCIL Miguel A Pugdo Juan Villegas Vicente Sarmiento/� Pe Jose S.I.H. Roman Reyna Cecilia Iglesias Mayor Mayor Pm Tem, Wards Wad ,1 artl Ward3 Ward4 Ward6 mougdoRsantaana.aro M1Isaasnosantaana.oro vsarmiento/olsanta-ana.om I san .o IsolorioRsanta-ana.orn rreynaissanta-ana.org aglesiasAsanta-ana.am EXHIBIT 2 Page 12 City Loan: The amount of the proposed City Loan has been determined based upon the City's review of the Developer's request for the receipt of the City Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager and Housing Authority Executive Director has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended. The City Loan shall include the following terms: $1,687,047 maximum principal amount, acquisition costs to construct the Project, the City of Santa Ana. • 3% simple interest per annum. or as much thereof as is disbursed for funded from the HUD CDBG funds held by Repayment from 50% of Residual Receipts (pro -rata with payments due in connection with other financing provided by other public agencies) (after payment of operating expenses, debt service, any deferred developer fee, and partnership fees to be described in the Agreement) with the remaining 50% to be disbursed to the Developer. Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy and/orfinal building permits or earlier upon sale, refinancing or default. On that date, the City agrees to review the performance of the property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive a pro rata share of 50% of the net proceeds received from any sale or refinancing of the Project, after payment of outstanding debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs. Cost savings from the Project, if any, will be applied first to pay down the City Loan, subject to compliance with the Tax Credit Allocation Committee ("ICAC") Regulations. HUD-VASH PBV's: The Project consists of eighty-nine (89) permanent supportive housing units to be made available at affordable rents to HUD-VASH eligible homeless veterans for a term of fifty- five (55) years. All homeless veterans shall be referred from the Veterans Affairs Medical Center of Long Beach through the Orange County Coordinated Entry System, and are residing or working in the City of Santa Ana as defined under the City's criteria. FOODIMEA EXHIBIT 2 Page 13 The HUD-VASH PBV's shall include the following terms: Voucher Source: The eighty-nine (89) HUD-VASH PBVs will be funded exclusively out of the tenant -based voucher program annual budget authority received by the Housing Authority from the U.S. Department of Housing and Urban Development (HUD). • Rents: The PBV Housing Assistance Payments ("HAP") Contract rents below are preliminary and contingent upon a reasonable rent determination to be conducted at the time of execution of the HAP Contract: o 0 Bedroom - $1,387 In accordance with HUD regulations and the Housing Authority's Housing Choice Voucher Program Administrative Plan, these rents are subject to review prior to the execution of a HAP Contract. Rents and income requirements for the remaining affordable units shall be based on the requirements of the federal Low Income Housing Tax Credit Program as administered by TCAC. • Annual Amount: The Project will receive PBVs for eighty-nine (89) units: Unit Size Income No. Units Proposed Rent Total Annual Target Revenue 0 -Br 30% AMI 89 $1,387 $1,481,316 The estimated maximum annual amount received under this award is $1,481,316. These estimates assume 100% occupancy of the assisted units over the twelve- month period. • Term: The HAP Contract will have a term of twenty (20) years. Any time before the expiration of the HAP Contract, the Developer may request an additional twenty (20) years, subject to a determination by the Housing Authority that it is appropriate to continue providing affordable housing for homeless veterans or to expand housing opportunities and HUD funding. Subsequent extensions are subject to the same requirements. Units Receiving PBV Assistance: The maximum number of units receiving PBV assistance will be eighty-nine (89). EXHIBIT 2 Paqe 14 General Provisions: The City's obligation to provide the City Assistance to the Project is subject to each of the following conditions: • Developer must provide proof that it has secured all of its remaining financing for the development of the Project before staff will return to the City Council for consideration of the Loan Agreement. • All provided funding and project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Loan Agreement or any other documents related to the development of the Project. • Approval of all required entitlements and discretionary actions, to allow the construction of a 89 -unit affordable housing complex to be located at 1108 N. Harbor Boulevard, Santa Ana, CA 92703. • The City's obligation to provide the Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreement, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the City Loan by the City Council, as applicable. • Execution of HAP Contracts and all necessary documents for the PBV's. • Compliance with applicable federal regulations set forth in 24 Code of Federal Regulations (CFR) Part 570 and 24 CFR Part 983. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre -commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre -commitment letter for the Project will expire on January 15, 2021. EXHIBIT 2 Page 15 If you have any questions or require any additional information regarding this award letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667- 2241 or by e-mail at Ibrownna Santa-ana.org. Sincerely, Steven A. Mendoza Acting City Manager Attest: Norma Mitre -Ramirez Acting Clerk of Council .•D- ADviso RS IN: Real Estate Affordable Housing Economic Development BERKELEY A. Jerry Keyser Timothy C. Kelly Debbie M. Kern David Doezema Kevin Feeney Los ANGELES Kathleen H. Head James A. Rabe Gregory D. Soo -Hoo Kevin E. Engstrom Julie L. Romey Tim R. Bretz SAN DIEGO Paul C. Marra KEYSER MARSTON ASSOCIATES ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT MEMORANDUM To: Judson Brown, Housing Division Manager City of Santa Ana From: Tim Bretz Date: February 21, 2019 Subject: Budget Inn: Preliminary Financial Gap Analysis EXHIBIT 3 At your request, Keyser Marston Associates, Inc. (KMA) prepared a financial gap analysis for the project proposed to be developed at 1108 North Harbor Boulevard (Site) by Jamboree Housing Corporation (Developer). The Site contains an existing motel which the Developer proposes to acquire and convert into a 91 -unit permanent supportive housing (PSH) apartment project (Project). Eight -nine (89) apartment units will be restricted to extremely -low households and two units will be unrestricted and reserved for on-site managers. The Developer is requesting financial assistance from the City of Santa Ana (City). The City proposes to utilize Community Development Block Grant Program (CDBG) funds which are allocated to the City by the United States Department of Housing and Urban Development (HUD). In addition, the Santa Ana Housing Authority (Authority) proposes to provide 89 HUD-VASH Project -Based Vouchers (PBVs) allocated to the Authority by HUD. The purpose of the KMA analysis is to evaluate the Developer's financial assistance request. 500 SOUTH GRAND AVENUE, SUITE 1480 > LOS ANGELES, CALIFORNIA 90071> PHONE 213.622.8095 wW W.KEYSERMARSTON.COM LFoolimpo 1902016.SA.TRB 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 2 EXECUTIVE SUMMARY Estimated Financial Gap The results of the KMA financial gap analysis are compared to the Developer's financial proposal in the following table: KMA Developer Difference Total Development Costs $29,745,000 $29,761,000 ($16,000) Outside Funding Sources (28,075,000) (28,074,000) 1,000 Financial Gap $1,670,000 $1,687,000 ($17,000) As shown in the preceding table, KMA estimates the Project's financial gap at $1.67 million. Comparatively, the Developer is requesting $1.69 million in financial assistance from the City. This differential can be considered inconsequential. However, it is important to note that the KMA and Developer estimates differ on a line item by line item basis. In addition, KMA has concerns regarding the proposed social services budget. Proposed Funding Sources The following summarizes the proposed funding sources for the Project: 1. 2. 3. 4. KMA estimates that the Project's net operating income (NOI) can support a $6.40 million permanent loan. The Developer is proposing to apply for 9% Federal Low Income Housing Tax Credits (Tax Credits) that are competitively awarded by the California Tax Credit Allocation Committee (TCAC). The net Tax Credit proceeds are estimated at $15.59 million. The Developer is proposing to apply for a $1.50 million loan from the Orange County Community Foundation (OCCF). The Developer is proposing to apply for a loan of $3.56 million from the Veterans Housing and Homelessness Prevention Program (VHHP). 1902016.SA.TRB 80B-20 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 3 5. The Developer is proposing to apply for a loan of $890,000 in Affordable Housing Program (AHP) funds awarded by the Federal Home Loan Bank of San Francisco. 6. The Developer is proposing to defer $139,000 of the Developer Fee that is included in the Project's development costs. The deferred amount will be repaid from the cash flow generated from the Project over time. PROJECT DESCRIPTION The proposed scope of development can be described as follows: 1. The Site is comprised of 1.79 acres, or 77,972 square feet of land area. 2. The 91 -unit Project represents a density of 50 units per acre. 3. The Project will include 89 studio units, one (1) one -bedroom unit, and one (1) two-bedroom unit. 4. The Project will include 89 PSH units which will be restricted to households earning no more than 30% of the Tax Credit Median. 5. The Project will include two unrestricted units reserved for on-site managers. 6. The Project will include a 4,000 square foot medical clinic. 7. The Project will include 107 surface parking spaces. FINANCIAL GAP ANALYSIS KMA prepared a pro forma analysis to estimate the Project's financial gap. The analysis is located at the end of this memorandum, and is organized as follows: Table 1: Estimated Development Costs Table 2: Stabilized Net Operating Income Table 3: Financial Gap Calculation TRB 80B-21 119090.17.009 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 4 Estimated Development Costs (Table 1) KMA reviewed the Developer's February 14, 2019 pro forma and then independently prepared a pro forma analysis of the Project. The resulting development costs are estimated as follows: Property Assemblage Costs The following summarizes the property assemblage costs: 1. The Developer proposes to purchase the property for $15.09 million, or $165,800 per unit. The Developer did not provide an appraisal for review. The KMA analysis will need to be revised if the appraised value differs from the proposed purchase price. 2. It should be noted that the Developer does not anticipate any relocation costs for the Project, and a relocation plan was not provided for review. This analysis will need to be revised if the Project is ultimately subject to any relocation expenses. 3. The closing costs are estimated at $25,000, or less than 1% of the proposed purchase price. The total property assemblage costs are estimated at $15.11 million. Direct Costs The direct cost estimates assume that the Project will be subject to Federal Davis Bacon and/or State of California prevailing wage requirements. The direct costs applied in this analysis can be summarized as follows: The Developer assumes that the Project will not be required to complete any off- site improvements. City staff should verify the accuracy of this assumption. 2. The Developer estimates the residential rehabilitation costs at approximately $5.20 million, or $57,100 per unit. The Developer has not completed a physical needs assessment nor finalized the scope of rehabilitation. The KMA analysis will need to be revised if the residential rehabilitation costs differ than the estimates provided by the Developer for this analysis. TRB 80B-22 119090.17.009 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 5 3. The Developer estimates the costs to build out the clinic space at $1.20 million, or $300 per square foot of clinic GBA. This estimate assumes a full build -out of the clinic space including both shell costs and tenant improvement costs. 4. The Developer included a $512,000 allowance for furnishings, fixtures and equipment, which assumes that all of the affordable units are fully furnished. 5. The contractor costs are estimated as follows: a. An 11% allowance for contractor fees and general requirements is provided. b. An allowance for construction bonds/general liability insurance at 2% of construction costs is provided. 6. A direct cost contingency allowance equal to 10% of other direct costs is provided. KMA estimates the total direct costs at $8.48 million. This equates to $93,200 per unit. Indirect Costs KMA utilized the following assumptions in estimating the indirect costs: 1. The architecture, engineering and consulting costs are estimated at 8% of direct costs. 2. The construction management fee is estimated at $100,000. 3. The Developer estimated the public permits and fees costs at $570,000, or $6,300 per unit. City staff should verify the accuracy of this estimate. 4. The taxes, insurance, legal and accounting costs are estimated at 3% of direct costs. An approximately $1,200 per unit allowance for marketing and leasing costs is provided. 6. The Developer set the Developer Fee at $1.71 million, which is equal to the maximum amount allowed by TCAC. 80B-23 119090.17.009 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 6 7. An indirect cost contingency equal to 10% of other indirect costs is provided. KMA estimates the total indirect costs at $3.77 million. Financing Costs The financing costs for the Project are estimated as follows: 1. The construction period and absorption period interest costs are estimated at $1.64 million. These costs are based on the following assumptions: a. The construction period interest costs are based on a 5.0% interest rate, a 13 -month construction period, and a 65% average outstanding balance. The absorption period interest costs are based on a seven-month absorption period with a 100% average outstanding balance. 2. The construction loan and permanent loan financing fees are estimated as at 1.0 point. 3. A $320,000 capitalized operating reserve is provided. This equates to three months of operating expenses and debt service payments. 4. The Tax Credit fees are estimated at $104,000 based on the following assumptions: a. A $2,000 application fee; b. A $410 per unit monitoring fee; and C. Four percent (4%) of gross Tax Credit proceeds for one year. KMA estimates the total financing costs at $2.38 million. Total Development Costs As shown in Table 1, KMA estimates the total development costs at $29.75 million, or $326,900 per unit. This is approximately $16,000 less than the Developer's estimate, which can be considered an insignificant difference. 1902016.SA.TRB 80B-24 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 7 Stabilized Net Operating Income (Table 2) The Project's funding sources include Tax Credits, VHHP funds, and CDBG funds. These programs all publish the applicable income limits for households that are qualified to reside in the development. TCAC publishes rent standards for projects that receive Tax Credits. HCD publishes regulations regarding the applicable rents for projects with VHHP funds, and HUD defers to HOME Program rents for projects with CDBG funds. The Developer will be required to adhere to the strictest of the standards imposed by the funding sources contributed to the Project. Tenant -Paid Rents The rents used in this analysis are based on 2018 income and rent information published by TCAC and the HOME Program. The maximum allowable rents, net of the appropriate utility allowances, are estimated as follows: Rent Restriction) Studio Tax Credit @ 30% Median $574 VHHP @ 30% Median $574 CDBG @ Low HOME $913 30% SSI $273 Applicable Rent $273 The Authority will provide HUD-VASH PBVs for the 89 income -restricted units. The PBV payments are based on the difference between the rent paid by the tenant and the fair market rent (FMR) approved by HUD. The 2019 FMR for a studio unit is set at $1,387 per unit per month. 'For the purposes of underwriting, the rents for the PSH units are set at the lesser of 30% of SSI and the rent restrictions imposed by the funding sources. TRB 80B-25 119090.17.009 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 8 Estimated Effective Gross Income KMA estimates the Project's effective gross income at $1.34 million based on the following: 1. The gross tenant -paid rents are estimated to total $291,600. 2. The gross HUD-VASH PBV subsidy is estimated to total $1.19 million. 3. Laundry and miscellaneous income is estimated to average $9 per unit per month, or $9,800 per year. 4. A 10% vacancy and collection allowance is provided. Estimated Operating Expenses The operating expenses are estimated at $853,400 based on the following: The general operating expenses are estimated at $5,200 per unit per year. KMA assumes that the Developer will apply for the property tax abatement that is accorded to non-profit housing organizations that own and operate apartment units restricted to households earning less than .80% of the area median income. The property tax assessment overrides are estimated at $7,000 per year. 3. The social service expenses are estimated at $311,500, which equates to $3,500 per unit. KMA has concerns with the proposed social services budget, which is discussed in further detail at the end of this memorandum. 4. The VHHP Loan has a required debt service payment equal to 0.42% of the VHHP Loan amount, which equals $15,000 per year. 5. The replacement reserve deposits are set at $500 per unit per year, which is required by the VHHP Program. Estimated Stabilized Net Operating Income The Project's EGI is estimated at $1.34 million, and the operating expense are estimated at $853,400. This results in estimated stabilized net operating income of $488,700. 80B-26 190 1016SA. 19090.017.009009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 9 Financial Gap Calculation The financial gap is estimated by deducting the available outside funding sources from the Project's total development costs. The outside funding sources anticipated to be received by the Project are described in the following sections of this memorandum. Available Outside Funding Sources Permanent Loan To estimate the maximum permanent loan that can be supported by the Project's NO], KMA assumed that the loan would underwritten be based on the following requirements: 1. A 115% debt service coverage ratio; 2. A 5.75% interest rate; and 3. A 35 -year amortization period. KMA estimates that the Project's stabilized NOI can support a $6.40 million permanent loan. Tax Credit Proceeds KMA estimates the net Federal Tax Credit proceeds at $15.59 million. This estimate is calculated based on the following assumptions: 1. The Project's eligible Tax Credit basis is equal to the lesser of the depreciable costs for the 91 Tax Credit units, or the threshold basis limits established by TCAC. In this case, the depreciable costs are less than the threshold basis limits as follows: a. The Project's acquisition basis is estimated at $12.10 million; and The Project's construction cost basis is estimated at $12.82 million. 2. To increase the competitiveness of the Project's Tax Credit application in the TCAC tiebreaker process, the Developer is proposing to voluntarily exclude $2.49 million from the Project's eligible construction cost Tax Credit basis. TRB 80B_27 199090.0 7.009 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 10 The Project is a special needs project, and per TCAC regulations, is allowed to increase the eligible construction cost Tax Credit basis by 30%. 4. The annual Federal Tax Credit rate is set at 9.0%. This rate is applied over the 10 -year Federal Tax Credit period. 5. 100% of the Project's building area that is included in eligible basis is located in units that qualify for Federal Tax Credits. 6. The net syndication value supported by the Tax Credit is ultimately determined based on competitive market conditions and on the timing of disbursements. Based on currently available information, the Developer estimates the proceeds at $0.97 per gross Tax Credit dollar. OCCF Loan The Developer is proposing to apply for a loan of $1.50 million from OCCF. VHHP Loan The Developer is proposing to apply for a loan of $3.56 million from the VHHP Program. AHP Loan The Developer is proposing to apply for a loan of $890,000 in AHP funds. Deferred Developer Fee The Developer is proposing to defer $139,000, or 8% of the Developer Fee that is included in the Project's development costs. The deferred amount will be repaid from the cash flow generated by the Project overtime. Total Available Outside Funding Sources As shown in Table 3, the outside funding sources available to the Project are estimated at $28.08 million. Financial Gap Calculation Based on the preceding analysis, KMA estimates the Project's financial gap as follows: 1902016.SA.TRB 80B-28 19090.017.009 Judson Brown, City of Santa Ana Budget Inn: Preliminary Financial Gap Analysis Total Development Costs (Less) Total Available Funding Sources Financial Gap Per Unit February 21, 2019 Page 11 $29,745,000 (28,075,000) $1,670,000 $18,400 As shown in the preceding analysis, KMA estimates that the Project exhibits a $1.67 million financial gap. In contrast, the Developer is requesting $1.69 million in financial assistance from the City. This represents a $17,000 differential, which is an approximately 1% difference. It is the KMA opinion that a difference of this magnitude can be considered insignificant. SOCIAL SERVICE EXPENSE DISCUSSION The Developer is currently estimating the social service expenses at $311,500 per year, which equates to $3,500 per affordable unit. This budget assumes one full-time program manager, two full-time service coordinators, and one part-time peer counselor. The Developer is proposing to be the social service provider for the Project, and to pay for 100% of the social service expenses through the Project's operating income. In contrast to the Developer's proposal, other developers typically partner with non- profit social service providers that obtain funding from other county and state entities to pay for a portion of the social service costs. Thus, in most instances, the project itself is not paying for a significant portion of the social service expenses directly out of project operations. As a result, the Developer's proposed social services budget is significantly higher than the budgets included in recent similar projects that KMA has reviewed in the Southern California region. For reference purposes, similar projects in Orange County have social service budgets that range from $1,500 to $2,000 per affordable unit per year. The inclusion of 100% of the social service expenses in the Project's operating budget, reduces the NO[ available to obtain permanent loan proceeds, which in turn increases the Project's financial gap. For example, if the social services budget were reduced to $178,000 ($2,000 per affordable unit per year), the Project's NO[ could support an additional $1.75 million in permanent loan proceeds, which would reduce the Project's 1902016.SA.TRB 80B-29 19090.017.009 Judson Brown, City of Santa Ana Budget Inn: Preliminary Financial Gap Analysis February 21, 2019 Page 12 financial gap on a dollar -for -dollar basis. In addition, these expenses decrease the annual cash flow available to repay the City's loan. KMA and the Developer had lengthy discussions regarding the proposed social services budget, but were not able come to an agreement. During these discussions, KMA proposed the following structure: 1. The permanent loan may be underwritten based on the Developer's proposed social services budget of $3,500 per affordable unit, or $331,500. 2. However, the automatically approved social services budget will be limited to $2,000 per affordable unit, or $178,000. The remaining $133,500 of the budget ($311,500 - $178,000 = $133,500), will be subject to review and approval by the City each year. This structure would allow the City to evaluate the level of social services and corresponding budget on an annual basis. This structure would also allow the City to encourage the Developer to seek out additional social service funds from other entities. If in any year the City determines that the additional $133,000 is not warranted, it would result in additional cash flow to the Project that would work its way through the Project's cash flow waterfall and ultimately repay the City's loan sooner than anticipated. As noted above, KMA discussed this concept with the Developer; however, the Developer was not amenable to accepting any annual caps on the social services budget that were less than the proposed $311,500 budget. CONCLUSIONS/ RECOMMENDATIONS The following summarizes the conclusions of the KMA analysis: 1. Based on the currently available information, and if it is assumed that the City approves a $311,500 per year social services budget, it is KMA's conclusion that the Developer's request for $1.69 million in City assistance and 89 HUD-VASH PBVs is supported by the Project economics. 1902016.SA.TRB 80B-30 19090.017.009 Judson Brown, City of Santa Ana February 21, 2019 Budget Inn: Preliminary Financial Gap Analysis Page 13 2. However, KMA does not recommend that the City approve the social services budget as proposed. Instead, KMA recommends the following structure: The permanent loan may be underwritten based on the Developer's proposed social services budget of $3,500 per affordable unit, or $311,500 per year. b. The Developer will be entitled to expend $2,000 per affordable unit, or $178,000 without a requirement to receive City approval for the expenditures. C. Any proposed additional social services expenditures, up to a maximum of $133,500 ($311,500 - $178,000 = $133,500), must be submitted to the City for review and approval each year. 3. Typically, soft lenders of affordable housing projects will split 50% of a project's residual receipts based on a pro rata distribution determined by their respective loan balances. However, based on discussions with the Developer, it is likely that OCCF will request 75% of the Project's residual receipts, which is much higher than OCCF's pro rata share. As such, KMA recommends that the City work with the Developer to negotiate a more equitable residual receipts distribution among the soft lenders. 4. The City should require the Developer to obtain three general contractor bids prior to selecting a general contractor. The three bids should be provided to the City for review and approval. 1902016.SA.TRB 80B-31 19090.017.009 TABLE 1 ESTIMATED DEVELOPMENT COSTS BUDGET INN SANTA ANA. CALIFORNIA I. Property Assemblage Costs Property Acquisition Costs Closing Costs Total Land Assemblage Costs II. Direct Costs Off-site Improvements Residential Rehabilitation Costs Clinic Space Building Costs Furnishings, Fixtures & Equipment Contractor Fees / General Requirements Construction Bonds / General Liability Insurance Contingency Allowance Total Direct Costs III. Indirect Costs Arch, Eng, & Consulting Construction Management Public Permits & Fees Taxes, Insurance, Legal & Accounting Marketing & Leasing Developer Fee Contingency Allowance Total Indirect Costs IV. Financing Costs Interest During Construction Financing Fees Construction Loan Permanent Loan Operating Reserve TCAC Fees Total Financing Costs IM 1 91 Units $165,800 /Unit $15,089,000 0.17% Acq Costs 25,000 $15,114,000 2 3 $0 4 91 Units $57,100 /Unit 5,196,000 4 4,000 Sf GBA $300 /Sf GBA 1,200,000 4 91 Units $5,621 /Unit 512,000 11% Construction Costs 704,000 2% Construction Costs 96,000 10% Other Direct Costs 771,000 91 Units $93,200 /Unit $8,479,000 8% Direct Costs $678,000 100,000 ' 91 Units $6,263 /Unit 570,000 3% Direct Costs 254,000 91 Units $1,220 /Unit 111,000 6 15% Eligible Basis 1,714,000 30% Other Indirect Costs 343,000 $3,770,000 6 $25,461,000 Loan Amount .5.00% Interest $1,639,000 $25,461,000 Loan Amount 1.00 Points $6,399,000 Loan Amount 1.00 Points 3 Months Operating Expenses/ Debt Service 7 255,000 64,000 320,000 104,000 $2,382,000 Total Construction Costs 91 Units $160,800 /Unit $14,631,000 Total Development Costs 91 Units $326,90D /Unit $29,745,000 2 Based on Developer estimate. An appraisal was not provided for review. 2 Estimates assume prevailing wage requirements will be imposed on the Project. 3 Based on Developer estimate. The estimate should be verified by City staff. 4 Based on Developer estimates. A detailed scope of work or physical needs assessment was not provided for review. s This is the maximum amount allowed to be included in the Project's eligible Tax Credit basis. 6 Includes debt on the 90% of the Tax Credit Equity which will not be funded during construction. Assumes a 13 -month construction period with a 65% average outstanding balance and a 7 -month absorption period with a 100% average outstanding balance. r Includes a $2,000 application fee; $410/unit monitoring fee; and 4% of the gross Tax Credit proceeds for one year. Prepared by: Keyser Marston Associates, Inc. 80B-32 Filename: Jamboree Budget Inn -2 19 19; PF -9%; trb TABLE 2 STABILIZED NET OPERATING INCOME BUDGET INN SANTA ANA, CALIFORNIA I. Gross Residential Income 1 Manager's Unit 2 Units $0 /Unit/Month $0 A. Base Rental Income Low HOME/TC @ 30% Median Studio Units @ (306-Sf) 89 Units $273 /Unit/Month 291,600 B. HUD-VASH PBV Income Studio Units @ (306-Sf) Low HOME/TC @ 30% Median 89 Units $1,114 /Unit/Month $1,189,800 Laundry/Miscellaneous Income 91 Units $9 /Unit/Month 9,800 Gross Income $1,491,200 (Less) Vacancy & Collection Allowance 10% Gross Income (149,100) Effective Gross Base Rent Income $1,342,100 II. Operatine Expenses General Operating Expenses 91 Units $5,213 /Unit $474,400 Property Taxes 1 91 Units $77 /Unit 7,000 Social Services 3 89 Affordable Units $3,500 /Unit 311,500 VHHP Mandatory Debt Service 4 $3,560,000 VHHP Loan 0.42% VHHP Loan 15,000 Replacement Reserve 4 91 Units $500 /Unit 45,500 Total Operating Expenses $853,400 III. I Net Operating Income $488,700 1 Based on OC Incomes distributed by HUD. As pertinent, the rents are based on those published in 2018 by TCAC, the HOME Program, and 30% of SSI. The project will pay for all utilities and no utility allowances are deducted from the gross rents. z Based on Developer estimate. Assumes that the Developer will receive the property tax abatement accorded to non-profit housing organizations that develop income -restricted apartments. 3 Based on Developer estimate. 4 Based on the requirements imposed by the VHHP Program. Prepared by: Keyser Marston Associates, Inc. 80B-33 Filename: Jamboree Budget Inn -2 19 19; PF -9%; trb TABLE 3 FINANCIAL GAP CALCULATION BUDGETINN SANTA ANA, CALIFORNIA I. Available Funding Sources Permanent Loan Net Operating Income Income Available for Mortgage Interest Rate Permanent Loan Federal Tax Credit Equiri Gross Tax Credit Value Syndication Rate Net Federal Tax Credit Equity OCCF VHHP AHP Deferred Developer Fee Total Available Funding Sources II. Unfunded Financial Gap Calculation Total Available Funding Sources (Less) Total Development Costs $488,700 NOI (See Table 2) 1.15 DCR 5.75% Interest Rate $16,071,000 97% /Tax Credit Dollar $425,000 Debt Service 6.64% Mortgage Constant $6,399,000 $15,587,000 3 $1,500,000 3 $3,560,000 ' $890,000 3 8% Total Developer Fee $139,000 $28,075,000 $28,075,000 (29,745,000) Unfunded Financial Gap 91 Units $18,400 /Unit $1,670,000 1 Assumes a 35 -year amortization period. ' Assumes a $10.3 million requested unadjusted eligible basis, which includes a $2.49 million voluntary basis reduction, a 130%difficult-to-develop premium, a 9.0% Tax Credit rate and an applicable fraction of 100%. 3 Based on Developer estimate. Prepared by: Keyser Marston Associates, Inc. 80B-34 Filename: Jamboree Budget Inn -2 19 19; PF -9%; trb