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HomeMy WebLinkAbout FULL PACKET_2020-10-20DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA September 1, 2020 CLOSED SESSION MEETING CLOSED SESSION MEETING OF THE CITY COUNCIL - SEPTEMBER 1, 2020, 5:00 P.M. CALL TO ORDER Mayor PULIDO Mayor Pulido called the Closed Session meeting to order at 5:04 p.m. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. COUNCILMEMBERS Absent: PUBLIC COMMENTS - None. 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: 1A. State of California, et al. v. Cellco Partnership d/b/a Verizon Wireless, et al., Sacramento County Superior Court Case No. 34-2012-00127517 1 B. Santa Ana Citizens for Responsible Development v. City of Santa Ana, et al., Orange County Superior Court Case No. 30-2019-01119794-CU-WM- CXC 1 C. AC2525 Main, LLC, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2020-01137879-CU-WM-CXC 1 D. Santa Ana Needs Equity, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2019-01113224-CU-WM-CXC 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): DRAFT CITY COUNCIL MINUTES 104-1 SEPTEMBER 1, 2020 Agency Negotiators: Human Resources Executive Director, Steven Pham Employee Organizations: Confidential Association of Santa Ana (CASA) and Santa Ana Management Association (SAMA) 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. Adjourn Closed Session and convene to the Regular Open Session. Mayor Pulido adjourned Closed Session meeting at 5:54 p.m. and convened to the Regular Open Session. DRAFT CITY COUNCIL MINUTES 1 O z _w SEPTEMBER 1, 2020 REGULAR OPEN MEETING - 5:45 p.m. (Immediately following the Closed Session Meeting) Mayor Pulido adjourned the Closed Session at 5:54 p.m. and called the Regular Open Session to order at 5:57 p.m. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. COUNCILMEMBERS Absent: None PLEDGE OF ALLEGIANCE - MAYOR PULIDO''' INVOCATION - JERRY HILL, POLICE CHAPLAIN CEREMONIAL PRESENTATIONS SPECIAL PRESENTATION Street Racing Response Plan presented by Police Department and Public Works Agency. Police Lieutenant Charles Elms and Deputy Public Works Director/City Engineer William Galvez provided a brief presentation. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. PUBLIC COMMENTS Clerk of the Council Daisy Gomez reported out on eComments received Todd Spitzer, Orange County District Attorney -Public Administrator, spoke in favor of Item 85A and provided clarification on Proposition 20 and various other topics. Kim, owner of 1122 N Bewley St, introduced herself to be available for Item 75A. K.C. Heidler, President and CEO of Tom's Truck Center, spoke in support of Item 11 C. Nathaniel Greenside spoke in support of Item 85B. Erica Gonzalez spoke in support of Item 85B. Kayliegh Levitt spoke in support of Item 85B. DRAFT CITY COUNCIL MINUTES 1 Off,-3 SEPTEMBER 1, 2020 Alejandra Luciano spoke in support of Item 85B. David Carbajal spoke in support of Item 85B. Alondra Salazar spoke in support of Item 85B. Mike Tardif spoke in support of Item 85D. Jorge Casillas spoke in support of Item 85B. Sarai Arapero spoke in support of Item 85B. Joselinda spoke in support of Item 85B. Ahl. Steve LaMotte, Chapter Executive Officer for the Building Industry Association of Orange County, spoke in support of Item 11 C and of the benefits to the community. Tim O'Brien, Senior Managing Director at Legacy Partners, spoke in support of Item 11 C. Juan Gonzalez spoke in opposition to Item 11 C urging Council to vote no, and spoke in support of Item 85D. Adela Montanez spoke in support of Item 85B urging the Council to allow the voters of the city to place the initiative on the ballot, and spoke regarding various other topics. Vanessa spoke in support of Item 85B. Hilda Ortiz, Program Coordinator of Latino Health Access, spoke in support of Item 85B and urges council to vote no on Item 11 C. Maria spoke in support of Item 85B. Jesus Santana spoke in support of Item 85B. Mextli Lopez spoke in support of Item 85B. Isuri Ramos spoke in opposition of Item 11 C. Carl Benninger announced the candidate forum dates, encourages everyone to vote, and spoke in in favor of Item 85D. An unidentified speaker spoke in opposition to Items 11C, 20B, and 85A; and in support of Item 85B. Rosa Ramirez spoke in support of Item 85B. DRAFT CITY COUNCIL MINUTES 1 O Q _4 SEPTEMBER 1, 2020 Manny Escamilla spoke in opposition to Item 11C and expressed support of Item 8513. MOTION: Approve staff recommendations on the following Consent Calendar items: 10A through 29A with the exception of 11A, 11 D and 22A. Council member Sarmiento dissented on Item 11 C. Councilmember Solorio motioned to approve the consent calendar items, seconded by Mayor Pro Tern Villegas. MOTION: Councilmember SECOND: Mayor Pro Tern Villegas Solorio VOTE: AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7) NOES: 11 None (0) ABSTAIN:`None (0) ABSENT: None (0) ! k�,. °t ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF JULY 21, 2020 — Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING - In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ADOPT ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SANTA ANA MUNICIPAL CODE CHAPTER 2, ARTICLES I AND IV AND REPEALING SANTA ANA MUNICIPAL CODE SECTIONS 33-183 AND SECTIONS 33-184 — Clerk of the Council Office; City Attorney's Office; Parks, Recreation & Community Services Agency and Public Works Agency Placed on first reading at the August 18, 2020 City Council DRAFT CITY COUNCIL MINUTES 1 O $, _5 SEPTEMBER 1, 2020 meeting and approved by a vote of 7-0. Published in the Orange County Reporter on August 21, 2020. MOTION: Place ordinance on second reading and adopt. Motion to Adopt Place ordinance on second reading and adopt Ordinance No. NS-2992. Councilmember Sarmiento motioned to adopt, seconded by Councilmember Solorio. MOTION: Councilmember SECOND: Councilmember Solorio Sarmiento VOTE: AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7) NOES: None (0) ABSTAIN, None (0) ABSENT: None (0) 11 B. ADOPT ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 8, ARTICLE X OF THE SANTA ANA MUNICIPAL CODE RELATING TO REGISTRATION AND MAINTENANCE OF ABANDONED, VACANT AND/OR DEFAULTED MORTGAGE PROPERTIES; ADDING HISTORIC PROPERTIES; PROVIDING FOR ADDITIONAL PROPERTY OWNER RESPONSIBILITIES, AS WELL AS ADDITIONAL ENFORCEMENT OPTIONS BY CITY; AND, PROVIDING FOR MONITORING PROGRAM BY CITY — Planning and Building Agency Placed on first reading at the August 18, 2020 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on August 21, 2020. MOTION: Place ordinance on second reading and adopt. This consent Item - Ordinance No. NS-2993 was approved. 11C. ORDINANCE SECOND READING: APPROVING ZONING ORDINANCE AMENDMENT NO. 2020-03 TO ADOPT MODIFICATIONS TO THE HOUSING OPPORTUNITY ORDINANCE — Planning and Building Agency Placed on first reading at the August 18, 2020 City Council meeting and approved by a vote of 5-2 (Mendoza and Sarmiento dissented). Published in the Orange County Reporter on August 21, 2020. DRAFT CITY COUNCIL MINUTES 1 O fj, _6 SEPTEMBER 1, 2020 Councilmember Mendoza and Councilmember Sarmiento dissented on first reading at the August 18, 2020 City Council meeting. MOTION: Place ordinance on second reading and adopt modifications to the Housing Opportunity Ordinance. NS-XXXX -AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 41, ARTICLE XVIII.I (HOUSING OPPORTUNITY ORDINANCE) OF THE SANTA ANA MUNICIPAL CODE TO MODIFY APPLICABILITY AND VARIOUS IMPLEMENTATION PROVISIONS OF THE ORDINANCE Councilmember Sarmiento dissented on Item 11C. This consent Item - Ordinance No. NS-2994 was approved. 11 D. ORDINANCE SECOND READING:APPROVING AMENDMENT APPLICATION NO. 2020-01 TO ESTABLISH SPECIFIC DEVELOPMENT NO. 96 (SD-96) FOR THE PROPERTIES LOCATED AT 2300, 2310, AND 2320 SOUTH REDHILL AVENUE - Planning and Building Agency Placed on first reading at the August 18, 2020 City Council meeting and approved by a vote of 5-2 (Villegas and Pulido dissented). Published in the Orange County Reporter on August 21, 2020. Place ordinance on second reading and adopt. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2020-01 REZONING THE PROPERTY LOCATED AT 2300, 2310, AND 2320 SOUTH REDHILL AVENUE FROM LIGHT INDUSTRIAL (M-1) TO SPECIFIC DEVELOPMENT NO. 96 (SD-96) AND ADOPTING SD-96 FOR SAID PROPERTY Authorize the City Manager to execute an Indemnification Agreement with Arrimus Capital (Applicant) subject to non -substantive changes approved by the City Manager and City Attorney(Agreement No. A-2020-XXX). Councilmember Bacerra requested reconsideration of vote. Reconsideration of Item 11 D will be heard at the next scheduled meeting per parliamentary procedure. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) —City Attorney's Office City Attorney Sonia Carvalho reported out that Council unanimously accepted, in the City's favor, the settlement amount of $240,000 on Item 1A; and Council provided direction to staff for the remaining closed session items. DRAFT CITY COUNCIL MINUTES 1 U z _7 SEPTEMBER 1, 2020 19B. EXCUSED ABSENCES —Clerk of the Council Office 19C. RECEIVE AND FILE PUBLIC WORKS AGENCY 2020 PAVEMENT MANAGEMENT PROGRAM (ALLEYS) - Public Works Agency MOTION: Receive and file the Public Works Agency 2020 Pavement Management Program (Alleys). BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE AN APPROPRIATION ADJUSTMENT ACCEPTING DONATIONS IN THE AMOUNT OF $9,500 TO FUND EQUIPMENT AND SUPPLIES FOR THE SANTA ANA POLICE DEPARTMENT FITNESS CENTER AND POLICE ATHLETIC AND ACTIVITY (PAAL) CENTER (NON -GENERAL FUND) — Police Department MOTION: Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-019 - Recognizing $9,500 in the Police Special Revenue Gifts and Donations revenue account and appropriate same to the Police Special Revenue expenditure account to fund equipment for the Santa Ana Police Department's Bruce R. Carlson Fitness Center and PAAL Center. 20B. APPROVE AN APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING $482,700 FROM THE STATE OFFICE OF TRAFFIC SAFETY FOR THE SELECTIVE TRAFFIC ENFORCEMENT PROGRAM AND $25,000 FOR THE TRAFFIC RECORDS IMPROVEMENT PROJECT (NON -GENERAL FUND) - Police Department Authorize the City Manager to execute a one-year agreements with the State of California - Office of Traffic Safety (OTS) for Selective Traffic Enforcement Program (STEP), PT21189, and Traffic Records Improvement Project (TRIP), TR21066, Grant funds, for the period of October 1, 2020 through September 30, 2021, in an amount not to exceed $507,700, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement Nos. A-2020-173 and A-2020-174). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-018 - Accepting $395,410 in the Office of Traffic Safety Grant revenue account and appropriate $395,410 in the Office of Traffic Safety account for the 2020-21 fiscal year. In addition, $112,290 will be included in the FY 2021-22 budget process. This consent Item - Agreement Nos. 2020-173 and 2020-174 were approved. DRAFT CITY COUNCIL MINUTES 1 O $ _8 SEPTEMBER 1, 2020 SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. AWARD A PURCHASE ORDER IN THE AMOUNT OF $169,240 TO MATTHEWS SPECIALTY VEHICLES, INC. FOR A FORD TRANSIT T-350 VAN TO BE USED AS A BOOKMOBILE FOR THE SANTA ANA LIBRARY (SPECIFICATION NO. 20-098) (NON -GENERAL FUND) - Finance and Management Services Agency; Library Department and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase order to Matthews Specialty Vehicles, Inc. for a Ford Transit T-350 van which will be used as a bookmobile, in the amount of $153,855 with a ten percent (10%) contingency of $15,385, for a total amount not to exceed $169,240, funded by the Cannabis Public Benefit Fund, subject to non -substantive changes approved by the City Manager and City Attorney. Motion to Adopt to authorize a one-time purchase and payment of purchase order to Matthews Specialty Vehicles, Inc. for a Ford Transit T-350 van which will be used as a bookmobile, in the amount of $153,855 with a ten percent (10%) contingency of $15,385, for a total amount not to exceed $169,240, funded by the Cannabis Public Benefit Fund, subject to non -substantive changes approved by the City Manager and City Attorney. Councilmember Penaloza motioned to adopt, seconded by Councilmember Solorio. MOTION AGREEMENTS Councilmember SECOND: Councilmember Solorio Penaloza AYES: IsNk ABSTAIN ABSENT: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7) None (0) None (0) None (0) 25A. APPROVE AGREEMENT WITH PROCORE TECHNOLOGIES, INC. FOR A PROJECT MANAGEMENT SOFTWARE LICENSE IN TOTAL AMOUNT NOT TO EXCEED $250,000 FOR A FIVE-YEAR TERM (NON -GENERAL FUND) — Public Works Agency DRAFT CITY COUNCIL MINUTES 1 Off,-s SEPTEMBER 1, 2020 MOTION: Authorize the City Manager to execute an agreement with Procore Technologies, Inc., for licensing of ProCore Technologies Project Management Pro software for a one-year period beginning September 1, 2020, and expiring August 31, 2021, in an annual amount of $50,000, with the option to renew for up to four additional years for a total amount not to exceed $250,000, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-175 was approved. 25B. AMEND EXISTING CONTRACT AND APPROVE NEW AGREEMENT WITH C3 TECHNOLOGY SERVICES FOR MANAGED PRINT SERVICES AND PURCHASE OF SHARP COPIERS IN THE AMOUNT OF $374,564 (SPECIFICATION NO. 19-013) (NON -GENERAL FUND) - Information Technology Department 1. Amend existing contract with C3 Technology Services to allow purchases utilizing the NASPO Valuepoint cooperative agreement. Authorize the City Manager to execute an agreement with C3 Technology Services for managed print services for the period of October 1, 2020 through February 28, 2023, in an amount not to exceed $374,564, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-176 was approved. 25C. APPROVE AGREEMENT WITH IDS GROUP TO PREPARE LIGHTING SYSTEM DESIGN ALONG THE CIVIC CENTER AREA PERIMETER IN AN AMOUNT NOT TO EXCEED $186,000 FOR A THREE-YEAR TERM (NON -GENERAL FUND) — Public Works Agency and Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager to execute an agreement with IDS Group to provide professional engineering services to design the lighting system along the perimeter of the Civic Center area, in the amount of $172,592 plus an eight percent contingency of $13,408, for a total amount not to exceed $186,000, for a three-year term beginning September 1, 2020 and expiring August 31, 2023, with an option for a one-year extension, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-177 was approved. DRAFT CITY COUNCIL MINUTES 1 O4_ 1 O SEPTEMBER 1, 2020 25D. APPROVE A SECOND AMENDMENT WITH SANTA FE BUILDING MAINTENANCE FOR POLICE DEPARTMENT JANITORIAL SERVICES IN THE AMOUNT OF $800,248.94 (GENERAL FUND) — Police Department MOTION: Authorize the City Manager to execute a second amendment to the agreement with Santa Fe Building Maintenance for police and jail facility janitorial services, for the period beginning October 1, 2020 through September 30, 2021, in an amount not to exceed $800,248.94, which includes a ten percent (10%) contingency, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-178 was approved. 25E. APPROVE A THREE-YEAR AGREEMENT WITH AHMC ANAHEIM REGIONAL MEDICAL CENTER, LP TO PROVIDE SEXUAL ASSAULT EVIDENCE COLLECTION SERVICES TO THE POLICE DEPARTMENT IN AN AMOUNT NOT TO EXCEED $165,000 (GENERAL FUND) — Police Department MOTION: Authorize the City Manager to execute a three-year agreement with AHMC Anaheim Regional Medical Center for the period of September 1, 2020 through August 31, 2023, with an option to extend, to provide sexual assault victim examinations and evidence collection for the Police Department, in the annual amount of $55,000 for a total amount not to exceed $165,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-179 was approved. MISCELLANEOUS - BUDGET 29A. APPROVE THE RECOGNITION OF $35,573.17 OF REVENUE FOR CERTAIN UNCLAIMED FUNDS FROM VARIOUS CITY FUNDS (GENERAL FUND) — Finance and Management Services Agency MOTION: Approve the recognition of $35,573.17 of revenue in the General Fund for certain unclaimed funds, as allowed by state law. END OF CONSENT CALENDAR DRAFT CITY COUNCIL MINUTES 1 O4_ 1 1 SEPTEMBER 1, 2020 BUSINESS CALENDAR PUBLIC HEARINGS 75A. PUBLIC HEARING - ENVIRONMENTAL REVIEW NO. 2017-161, GENERAL PLAN AMENDMENT NO. 2020-03, AND TENTATIVE TRACT MAP NO. 2020-01 TO FACILITATE CONSTRUCTION OF A 10-UNIT CONDOMINIUM DEVELOPMENT AT 1122 NORTH BEWLEY STREET - Planning and Building Agency Planning Commission approved recommended action on July 13, 2020 by a vote of 6-0 (Garcia absent). Legal Notice published in the Orange County Reporter on August 21, 2020, and notices mailed on August 20, 2020. MOTION: Adopt resolutions. Executive Director of Planning and Building Agency Minh Thai provided a brief presentation. Mayor Pulido opened the public hearing at 8:12 p.m. Seeing there were no speakers, Mayor Pulido closed the public hearing at 8:22 p. M. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING MITIGATED NEGATIVE DECLARATION, ENVIRONMENTAL REVIEW NO. 2017-161 AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM RELATIVE TO GENERAL PLAN AMENDMENT NO. 2020-03 AND TENTATIVE TRACT MAP NO. 2020-01 FOR THE PROJECT LOCATED AT 1122 NORTH BEWLEY STREET 2. Resolution No. 2020-XXX -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING GENERAL PLAN AMENDMENT NO. 2020-03 FOR THE PROPERTIES LOCATED AT 1102, 1114, 1122, 1210, 1212, 1214, 1216, 1218 AND 1222 NORTH BEWLEY STREET, 3625 WEST ELEVENTH STREET, AND 3704 WEST WASHINGTON AVENUE 3. Resolution No. 2020-XXX -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING TENTATIVE TRACT MAP NO. 2020-01 AS CONDITIONED TO CREATE A SUBDIVISION OFTEN (10) CONDOMINIUM UNITS AT 1122 NORTH BEWLEY STREET Motion to Adopt Resolution No. 2020-068 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING MITIGATED NEGATIVE DECLARATION, ENVIRONMENTAL REVIEW NO. 2017-161 AND ADOPTING A MITIGATION DRAFT CITY COUNCIL MINUTES 1 U4-12 SEPTEMBER 1, 2020 MONITORING AND REPORTING PROGRAM RELATIVE TO GENERAL PLAN AMENDMENT NO. 2020-03 AND TENTATIVE TRACT MAP NO. 2020-01 FOR THE PROJECT LOCATED AT 1122 NORTH BEWLEY STREET 2. Resolution No. 2020-069 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING GENERAL PLAN AMENDMENT NO. 2020- 03 FOR THE PROPERTIES LOCATED AT 1102, 1114, 1122, 1210, 1212, 1214, 1216, 1218 AND 1222 NORTH BEWLEY STREET, 3625 WEST ELEVENTH STREET, AND 3704 WEST WASHINGTON AVENUE 3. Resolution No. 2020-075 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING TENTATIVE TRACT MAP NO. 2020-01 AS CONDITIONED TO CREATE A SUBDIVISION OF TEN (10) CONDOMINIUM UNITS AT 1122 NORTH BEWLEY STREET Councilmember Bacerra motioned to adopt, seconded by Councilmember Solorio. MOTION: Councilmember Bacerra VOTE: AYES: nnnrnuI SECOND: Councilmember Solorio Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7); None (0) None (0) None (0) o 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. Only action available to City Council is to provide direction to City Manager. 85A. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO DIRECT STAFF TO PREPARE A RESOLUTION ON BEHALF OF THE SANTA ANA CITY COUNCIL ENDORSING PROPOSITION 20 WHICH WILL RESTORE THE ABILITY TO AUTHORIZE FELONY SENTENCES FOR CERTAIN OFFENSES CURRENTLY TREATED AS MISDEMEANORS — Councilmembers Bacerra and Penaloza Continued from the August 18, 2020 City Council meeting. DRAFT CITY COUNCIL MINUTES 1 U } _ 1 3 SEPTEMBER 1, 2020 With no objection, Council spoke in support of the item. Councilmember Solorio also requested that the City's Public Information Officer prepare a press release of Council's support. 85B. DISCUSS AND CONSIDER WHETHER TO DIRECT STAFF TO PREPARE AND PRESENT TO THE COUNCIL DOCUMENTS NECESSARY TO EXTEND THE TIME TO CIRCULATE ALL CITIZEN INITIATIVE PETITIONS FILED IN 2020 PAST THE USUAL 180-DAY PERIOD UNDER AUTHORITY OF THE CITY CHARTER AND CONSISTENT WITH THE SANGIACOMO V. ALEX PADILLA, SECRETARY OF STATE DECISION — Councilmember Sarmiento Continued from the August 18, 2020 City Council meeting. Councilmember Sarmiento spoke in support of the item. Councilmember Mendoza spoke regarding the struggles and long-term consequences of property owners, business owners, developers, and renters. Mayor Pulido spoke in opposition to the item. 85C. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO DISCUSS POLICE DEPARTMENT'S JULY 25, 2019 PLAN ADDRESSING ENFORCEMENT OF ANTI -CAMPING AND PANHANDLING LAWS, AND PROVIDE DIRECTION TO CITY MANAGER AS APPROPRIATE RELATED TO ENFORCEMENT OF THESE LAWS AND OTHER COMMUNITY POLICING PRIORITIES FOR THE 2020-21 FISCAL YEAR — Councilmember Solorio Continued from the August 18, 2020 City Council meeting. Councilmember Solorio spoke in support of the item. 85D. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER AND CITY ATTORNEY TO DRAFT AND BRING BACK AN ORDINANCE THAT PROHIBITS SYRINGE EXCHANGE PROGRAMS FROM OPERATING IN THE CITY - Councilmembers Bacerra and Penaloza With no objection, Council spoke in support of the item. RECESSED THE COUNCIL MEETING AND CONVENED TO THE HOUSING AUTHORITY MEETING AT 8:58 P.M. ADJOURNED THE HOUSING AUTHORITY MEETING AND RECONVENED TO THE CITY COUNCIL MEETING AT 9 P.M. DRAFT CITY COUNCIL MINUTES 1 U }4_ 1 4 SEPTEMBER 1, 2020 COMMENTS 14*I171�61 Iva Ji 19 ► /_Ce] :11 :76YKe7 Ji I Ji I :1 01 & City Manger Kristine Ridge provided an update on COVID-19 testing and introduced the Data Dashboard available on the City's website at https://www.santa-ana.org/covid 19/data-dashboard. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Bacerra thanked OCTA for providing free face coverings and reminded everyone to participate in the 2020 Census before the deadline. Councilmember Penaloza expressed appreciation towards the newly hired CARES Act team and all the work they are doing throughout the City and encouraged residents to complete the 2020 Census. Councilmember Sarmiento expressed appreciation towards the members of the community for their input, indicated that the CARES Act outreach could be a good template for future community outreach and engagement, and thanked JFK Transportation for their partnership with SAUSD to provide mobile Wi-Fi. Councilmember Solorio congratulated the City Manager and her staff for their efforts regarding the COVID-19 Data Dashboard, and wished all SAUSD staff and student a great new school year. Mayor Pulido congratulated the City Manager and staff on their work with the CARES Act. ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, September 15, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Mayor Pulido adjourned the meeting at 9:11 p.m. DRAFT CITY COUNCIL MINUTES 1 U } _ 1 5 SEPTEMBER 1, 2020 DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA September 15, 2020 CLOSED SESSION MEETING 5:00 P.M. CALL TO ORDER - Mayor PULIDO Mayor Pulido called the Closed Session meeting to order at 5:04 p.m. Councilmember Mendoza joined the meeting at 5:10 p.m. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. PUBLIC COMMENTS - None. 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: 1A. Santa Ana Citizens for Responsible Development v. City of Santa Ana, et al., Orange County Superior Court Case No. 30-2019-01119794-CU-WM- CXC 1 B. AC2525 Main, LLC, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2020-01137879-CU-WM-CXC 1 C. Santa Ana Needs Equity, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2019-01113224-CU-WM-CXC 1 D. Ross Berrera, et al. v. City of Santa Ana, Orange County Superior Court Case No.: 30-2015-00771129-CU-WM-CJC 2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: DRAFT CITY COUNCIL MINUTES 1 O l _ 1 SEPTEMBER 15, 2020 Address of Property: APN # 398-264-13; 201 W. 3rd Street; 62,243 sq. ft. (1.43 acres) Negotiators: City Manager Kristine Ridge, Acting Assistant City Manager Steven Mendoza Negotiating with: Caribou Industries Terms: Conditions of the potential development and sale of city -owned property 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. r_uaL.l��:�r�y:;.�ya.>�y��y�.�►r_vuzK.�►►.�a►i�rjra�:�x��»_vz.»a��y��y�.�►r Mayor Pulido adjourned Closed Session meeting at 6:40 p.m. and convened to the Regular Open Session. DRAFT CITY COUNCIL MINUTES 1 O Z _w SEPTEMBER 15, 2020 REGULAR OPEN MEETING - 5:45 p.m. (Immediately following the Closed Session Meeting) CALL TO ORDER - MAYOR PULIDO Mayor Pulido called the Regular Open Session meeting to order at 6:44 p.m. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. COUNCILMEMBERS Absent: None. AM Clerk of the Council Daisy Gomez provided instructions on providing public comment. PLEDGE OF ALLEGIANCE - MAYOR PULIDO INVOCATION - DAVE MITCHELL, POLICE CHAPLAIN Mayor Pulido announced that Item 60D is pulled and is continued for two weeks at the request of staff. CEREMONIAL PRESENTATIONS 1. PROCLAMATION presented by COUNCILMEMBER PENALOZA naming September as Hispanic Heritage Month. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. City Attorney reported out at the end of the Public Comment Section. PUBLIC COMMENTS Clerk of the Council Daisy Gomez reported out on eComments received. Johnathan Mayer, Senior Manager with Main Place Mall, Santa Ana Chamber of Commerce Board Director, and co-chair of Santa Ana's Economic Council, spoke in support of Item 12A, noted the value of establishing the district for a citywide benefit, and allow a conduit to highlight all the reasons to visit Santa Ana. Dave Elliot, President and Chief Executive Officer of Santa Ana Chamber of Commerce, spoke in support of Item 12A and echoed Johnathan Mayer's comments. DRAFT CITY COUNCIL MINUTES 1 U i _3 SEPTEMBER 15, 2020 Evan Grant spoke regarding Closed Session Item 1A regarding indemnification and other topics. Carl Benninger provided a reminder regarding the upcoming Candidate's forum. Dale Helvig spoke regarding information presented for Item 60A, expressed concern with the airplane noise, and the deficiency in park plan and encouraged a requirement to have park space included in projects as designated in the general plan. Lastly, expressed support for Item 12A and lastly encourages all to vote. John Hannah representing the Southwest Regional Council of Carpenters spoke regarding Item 60A, expressed support of the Bowery project, encouraged Council to approve the item, and noted this project would provide revenue to the city. Cory Davis with the Harm Reduction Legal Project in Los Angeles spoke in opposition to Item 60B and asked council not to move forward with proposed ordinance that would ban syringe exchange programs in Santa Ana. Desi Reyes spoke in support of Item 60B, expressed concern with syringes found in parks and urged council to vote in favor of the item. Amy Beaverman spoke in opposition to Item 60113. Rafik Wahbi spoke in opposition to Item 60B. Jason Cure General Manager with Double Tree Hotel, spoke in support of Item 12A. Juan Gonzalez spoke in opposition to Item 60C, Proposition 20 and expressed support of a civilian oversight commission. Manual Escamilla spoke regarding Item 65B, approves of the direction the city is moving towards, and provided some observations to allow staff to address in more detail and possibly make some changes. An unidentified speaker spoke regarding the public comments process, expressed concern with the priority of business over the well-being of the community, displacement of families, and various other topics. City Attorney reported out at the end of the Public Comment Section. Item 65B taken out of order prior to Consent Calendar. DRAFT CITY COUNCIL MINUTES 1 O b-4 SEPTEMBER 15, 2020 CONSENT CALENDAR MOTION: Approve staff recommendations on the following Consent Calendar items: Items 10A through 55C with the exception of 12A, 19C, 19D, and 20C. Motion to approve the Consent Calendar Items with the following modifications Approve staff recommendations on the following Consent Calendar Items 10A through 55C with the exception of 12A, 19C, 19D, and 20C. Mayor Pro Tern Villegas motioned to approve the consent calendar items with the following modifications, seconded by Councilmember Bacerra. MINU MOTION: Mayor Pro SECOND: Councilmember Bacerra Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Bacerra, Councilmember ,Mendoza (7)NOES:,Councilmember None (0). ABSTAIN: None (0) ABSENT: None (0) 'o )MINISTRATIVE MATTERS Im 10A. MINUTES FROM THE SPECIAL MEETING OF AUGUST 4, 2020 —Clerk of the Council Office MOTION: Approve Minutes. NOTICE OF PUBLIC HEARINGS 12A. ADOPT A RESOLUTION OF INTENTION TO ESTABLISH THE SANTA ANA TOURISM MARKETING DISTRICT - Community Development Agency Adopt a resolution. Resolution No. 2020-XXX -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS DRAFT CITY COUNCIL MINUTES 1 O b-5 SEPTEMBER 15, 2020 INTENTION TO ESTABLISH THE SANTA ANA TOURISM MARKETING DISTRICT (SATMD) AND FIXING THE TIME AND PLACE OF A PUBLIC MEETING AND A PUBLIC HEARING THEREON AND GIVING NOTICE THEREOF 2. Establish a time and place for a public meeting to be held by the City Council on October 6, 2020 to hear and consider all public testimonies. 3. Establish a time and place for a public hearing to be held by the City Council on November 17, 2020 regarding the, proposed formation of the Santa Ana Tourism Marketing District. Motion to approve 4 1. Adopt RESOLUTION NO. 2020-076 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO ESTABLISH THE SANTA ANA TOURISM MARKETING DISTRICT (SATMD) AND FIXING THE TIME AND PLACE OF A PUBLIC MEETING AND A PUBLIC HEARING THEREON AND GIVING NOTICE THEREOF 2. Establish a time and place for a public meeting to be held by the City Council on October 6, 2020 to hear and consider all public testimonies. 3. Establish a time and place for a public hearing to be held by the City Council on November 17, 2020 regarding the proposed formation of the Santa Ana Tourism Marketing District. Councilmember Bacerra motioned to approve, seconded by Councilmember Penaloza. MOTION VOTE: Councilmember Bacerra AYES: IN, iEel ref- AIfilIZI ref-19=I.III IF 1.1x901011e erepRalI1La1i1TaigTonrem. Mayor Pulido, Councilmember Sarmiento, Councilmember Mendoza (7) None (0) None (0) None (0) Mayor Pro Tern Villegas, Penaloza, Councilmember Councilmember Solorio, Bacerra, Councilmember DRAFT CITY COUNCIL MINUTES 1 O ji _6 SEPTEMBER 15, 2020 BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT DAVID ELLIOTT, MARJORIE KNITTER, PATRICK KORTHUIS, AND MARIA ROSA LOPEZ TO THE WORKFORCE DEVELOPMENT BOARD FOR A FOUR YEAR TERM EXPIRING MAY 31, 2024 - Community Development Agency Reappoint David Elliott, Marjorie Knitter, and Patrick Korthuis to the Santa Ana Workforce Development Board representing the private sector and economic development for a four-year term expiring May 31, 2024. 2. Appoint Maria Rosa Lopez to the Santa Ana Workforce Development Board nominated by the Orange County Labor Federation to represent Labor (replacing Luviano) for a full four-year term expiring May 31, 2024. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) —City Attorney's Office City Attorney Sonia Carvalho stated there was no reportable action. iF']:��:(fl�)ty��79:i.9�►Nl �y[�7 t.511i KOTO Imo re3im- 19C. RECEIVE AND FILE UPDATE RELATING TO MILITARY RECOGNITION OPTIONS — City Manager's Office MOTION: Receive and file update relating to military recognition options. Motion to approve Receive and file update relating to military recognition options. Councilmember Bacerra motioned to approve, seconded by Mayor Pro Tern Villegas. MOTION VOTE: Councilmember Bacerra AYES: kiM*5 ABSTAIN ABSENT: SECOND: Mayor Pro Tern Villegas Mayor Pulido, Councilmember Sarmiento, Councilmember Mendoza (7) None (0) None (0) None (0) Mayor Pro Tern Villegas, Penaloza, Councilmember Councilmember Solorio, Bacerra, Councilmember DRAFT CITY COUNCIL MINUTES 1 O Z _7 SEPTEMBER 15, 2020 19D. RECEIVE AND FILE CANNABIS PUBLIC BENEFIT FUND FOR YOUTH SERVICES INFORMATIONAL UPDATE - Parks, Recreation and Community Services Agency and Library Department MOTION: Receive and file Cannabis Public Benefit Fund for Youth Services informational update. City Manager Kristine Ridge requested the opportunity to re -access the appropriation of enforcement funds. Mayor Pulido abstained out of an abundance of caution and asked that Mayor Pro Tern Villegas take over as Chair. Motion to Adopt Receive and file Cannabis Public Benefit Fund for Youth Services informational update. moved by Councilmember Solorio seconded by Mayor Pro Tern Villegas. Councilmember Solorio motioned to adopt, seconded by Mayor Pro Tern Villegas. MOTION: Councilmember Solorio VOTE: AYES: APPROPRIATION ADJUSTMENTS SECOND: Mayor Pro Tern Villegas Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra, Councilmember Mendoza (6) None (0) Mayor Pulido (1) None (0) =TARY MATTERS 20A. APPROVE AN APPROPRIATION ADJUSTMENT TO RECOGNIZE FEDERAL CLEAN WATER PROTECTION ENTERPRISE FUNDS IN THE AMOUNT OF $225,000 AND AN INCREASE IN CONTINGENCY FUNDS FOR AN EXISTING CONTRACT WITH LONEROCK, INC. IN THE AMOUNT OF $500,000 TO PERFORM ADDITIONAL DEWATERING OPERATIONS FOR THE SANTA ANA DELHI CHANNEL DIVERSION PROJECT, FOR AN ESTIMATED TOTAL PROJECT DELIVERY COST OF $6,886,775 (PROJECT 16-6467) (NON - GENERAL FUND) - Public Works Agency DRAFT CITY COUNCIL MINUTES 1 O $ _8 SEPTEMBER 15, 2020 Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-023 - Recognizing $225,000 in Federal Clean Water Protection Enterprise, Prior Year Fund Balance and appropriating same into the Federal Clean Water Protection Enterprise, Improvements Other Than Building expenditure account. Approve an increase to existing contract contingencies in the amount of $500,000 to perform additional dewatering operations for the Santa Ana Delhi Channel Diversion Project. 20B. APPROVE APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING $99,445.50 IN 2019 EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT FUNDS (NON -GENERAL FUND) - Police Department Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-022 - Accepting $99,445.50 in the Law Enforcement Grants Revenue account and appropriate same in the Byrne Justice Assistance account. Authorize the City Manager to execute an agreement (Award #2019-DJ- BX-0899) with the Orange County Sheriff's Department for the period of September 15, 2020 through September 30, 2022, accepting 2019 Edward Byrne Memorial Justice Assistance Grant program funds in the amount of $99,445.50, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-183 was approved. 20C. APPROVE APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING $1,250,000 IN 2020 COPS HIRING GRANT FUNDS- Police Department Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-024 - Accepting $1,250,000 total revenue over a two-year period in the Department of Justice Grants account and appropriate the FY20-21 portion of $536,572 in the COPS Hiring Grant account, to provide funding for ten (10) new COPS Grant police officer positions. Authorize the City Manager to sign the U.S. Department of Justice Office of Community Oriented Policing Services Award Document, for the period of July 1, 2020 through June 30, 2023, in an amount not to exceed $1,250,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). Motion to Adopt DRAFT CITY COUNCIL MINUTES 1 O S _9 SEPTEMBER 15, 2020 Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-024 - Accepting $1,250,000 total revenue over a two-year period in the Department of Justice Grants account and appropriate the FY20-21 portion of $536,572 in the COPS Hiring Grant account, to provide funding for ten (10) new COPS Grant police officer positions. Authorize the City Manager to sign the U.S. Department of Justice Office of Community Oriented Policing Services Award Document, for the period of July 1, 2020 through June 30, 2023, in an amount not to exceed $1,250,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-184). This consent Item - Agreement No. 2020-184 was approved. Mayor Pro Tern Villegas motioned to adopt, seconded by Councilmember Solorio. MOTION: Mayor Pro SECOND: Councilmember Solorio Tern Villegas VOTE: AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember 1�'*Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7) 4f"% �* NOES. None (0) ABSTAIN: . None (0) ABSENT: None (0) SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. APPROVE AN INCREASE IN THE PURCHASE ORDER AMOUNT WITH QUALITY FENCE CO., INC. IN THE AMOUNT OF $350,000, FOR A REVISED ANNUAL AMOUNT NOT TO EXCEED $550,000 FOR CHAIN -LINK FENCE AND GATE INSTALLATION SERVICES (SPECIFICATION NO. 18-080) (NON - GENERAL FUND) - Finance and Management Services Agency and Public Works Agency 22B. APPROVE AN INCREASE OF THE PURCHASE ORDER AMOUNT WITH CORE & MAIN LP, FERGUSON ENTERPRISES, LLC AND S&J SUPPLY COMPANY, INC. IN THE AMOUNT OF $275,000 FOR A TOTAL AGGREGATE AMOUNT NOT TO EXCEED $660,000 FOR WATERWORKS FITTINGS AND SUPPLIES AND EXTEND THE TERM THROUGH APRIL 30, 2021 DRAFT CITY COUNCIL MINUTES 1 U E0_1 O SEPTEMBER 15, 2020 (SPECIFICATION NO. 15-034) (NON -GENERAL FUND) - Finance and Management Services Agency and Public Works Agency MOTION: Authorize the City Manager to increase the blanket order contracts with Core & Main LP, Ferguson Enterprises, LLC and S&J Supply Company, Inc. for waterworks fittings and supplies by $275,000 for a total aggregate amount not to exceed $660,000 and extend the term for six months, from October 31, 2020 to April 30, 2021, subject to non -substantive changes approved by the City Manager and City Attorney. AGREEMENTS 25A. APPROVE AMENDMENT TO AGREEMENT WITH HELPMATES STAFFING SERVICES TO ALLOCATE $60,000 OF CURRENT AGREEMENT FROM FY 2020-21 TO FY 2019-20 (GENERAL FUND AND NON -GENERAL FUND) — Human Resources Department MOTION: Authorize the City Manager to execute an amendment to an agreement with Helpmates Staffing Services to allocate $60,000 of current agreement from FY 2020-21 to FY 2019-20 for temporary staffing services, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-185 was approved. 25B. APPROVE AN AGREEMENT WITH THE SOLIS GROUP FOR COMMUNITY WORKFORCE AGREEMENT ADMINISTRATION FOR A TERM OF UP TO FOUR YEARS IN AN AMOUNT NOT TO EXCEED $1,200,000 (NON -GENERAL FUND) — Public Works Agency MOTION: Authorize the City Manager to execute an agreement with The Solis Group to provide Community Workforce Agreement (CWA) administrative services for a two-year period beginning September 15, 2020, and ending September 14, 2022, with provisions for two one-year extensions, for a total aggregate amount not to exceed $1,200,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-186 was approved. 25C. APPROVE AMENDMENT TO AGREEMENT WITH NAPHCARE, INC. TO PROVIDE INMATE MEDICAL SERVICES FOR THE SANTA ANA JAIL IN THE AMOUNT OF $2,836,417.94 (GENERAL FUND) — Police Department MOTION: Authorize the City Manager to execute a one-year agreement amendment with NaphCare, Inc. to provide basic and emergency inmate health care services for Santa Ana Jail for the period of October 1, 2020 through DRAFT CITY COUNCIL MINUTES 1 U E1_1 i SEPTEMBER 15, 2020 September 30, 2021, in the amount of $2,836,417.94, including a $200,000 contingency, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-187 was approved. 25D. APPROVE AGREEMENTS WITH T2 UTILITY ENGINEERS, AZTEC ENGINEERING CALIFORNIA, INC. AND C BELOW SUBSURFACE IMAGING FOR SUBSURFACE UTILITY ENGINEERING SERVICES FOR A FIVE-YEAR TERM IN AN AGGREGATE AMOUNT NOT TO EXCEED $750,000 (NON - GENERAL FUND) — Public Works Agency MOTION: Authorize the City Manager to execute agreements with T2 LES, Inc., AZTEC Engineering California, Inc., and C Below, Inc. to provide subsurface utility engineering services for the three-year period beginning September 15, 2020, and ending on September 14, 2023, with a provision for one two-year extensions, for a total shared aggregate amount not to exceed $750,000 subject to non -substantive changes approved by the City Manager and City Attorney (Agreement Nos. A- 2020-XXX, A-2020-XXX and A-2020-XXX). This consent Item - Agreement No. 2020-188 was approved. Agreement No. 2020-188-01 - T2 UTILITY ENGINEERS Agreement No. 2020-188-02 - AZTEC ENGINEERING CALIFORNIA, INC. Agreement No. 2020-188-03 - BELOW SUBSURFACE IMAGING AND USE MATTERS DEEDS -TRANSFER OF PROPERTY 30A. APPROVE QUITCLAIM OF ACCESS EASEMENT AT 1102 NORTH KING STREET, APN 405-214-04 (GENERAL FUND) - Public Works Agency MOTION: Authorize the City Manager to execute a quitclaim deed relinquishing the City's interest in an access easement at 1102 North King Street to Ana Mesa Investment Group, LLC, a California Limited Liability Company. RESOLUTIONS - Consent 55A. BIENNIAL REVIEW OF CONFLICT OF INTEREST CODE POLICY, LIST OF DESIGNATED CLASSIFICATIONS REQUIRED TO FILE ANNUAL DISCLOSURE FORM (STATEMENT OF ECONOMIC INTERESTS FORM) — Clerk of the Council Office MOTION: Adopt a resolution. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE DRAFT CITY COUNCIL MINUTES 1 U E2_ 12 SEPTEMBER 15, 2020 CONFLICT OF INTEREST CODES OF CERTAIN CITY AGENCIES AND DEPARTMENTS This consent Item- Resolution No. 2020-070 was approved. 55B. ADOPT A RESOLUTION APPROVING THE APPLICATION FOR GRANT FUNDS TO THE CALIFORNIA NATURAL RESOURCES AGENCY FOR THE YOUTH COMMUNITY ACCESS GRANT PROGRAM FOR THE SANTA ANA ZOO LITTLE FARMERS PROJECT IN THE AMOUNT OF $300,000 — Parks, Recreation and Community Services Agency MOTION: Adopt a resolution. Resolution No. 2020-XXX - RESOLUTION OF THE CITY COUNCIL FOR THE CITY OF SANTA ANA APPROVING THE APPLICATION FOR GRANT FUNDS FOR THE YOUTH COMMUNITY ACCESS GRANTPROGRAM This consent Item- Resolution No. 2020-071 was approved. 55C. ADOPT A RESOLUTION AND AUTHORIZE A GRANT APPLICATION SUBMISSION FOR THE BUREAU OF RECLAMATION'S WATERSMART WATER AND ENERGY EFFICIENCY GRANTS PROGRAM FOR THE LANDSCAPED ROADWAY IRRIGATION PROJECT — Public Works Agency MOTION: Adopt a resolution. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING AN APPLICATION FOR GRANT FUNDING FROM BUREAU OF RECLAMATION'S WATERSMART WATER AND ENERGY EFFICIENCY GRANTS FOR THE LANDSCAPED ROADWAY IRRIGATION PROJECT This consent Item- Resolution No. 2020-072 was approved. OF CONSENT CALENDAR DRAFT CITY COUNCIL MINUTES 10 E3-13 SEPTEMBER 15, 2020 BUSINESS CALENDAR ADMINISTRATIVE MATTERS - BUSINESS 60A. COUNCILMEMBER BACERRA'S REQUEST FOR RECONSIDERATION OF ADOPTION OF CITY COUNCIL RESOLUTION NO. 2020-067 OVERRULING THE ORANGE COUNTY AIRPORT LAND USE COMMISSION'S DETERMINATION OF INCONSISTENCY WITH THE AIRPORT ENVIRONS LAND USE PLAN INCLUDED WITH ITEM NO. 75C FROM THE AUGUST 18, 2020 CITY COUNCIL AGENDA, AND SECOND READING AND ADOPTION OF AN ORDINANCE OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2020-01 REZONING PROPERTY LOCATED AT 2300, 2310, AND 2320 SOUTH REDHILL AVENUE, AND APPROVE AN INDEMNIFICATION AGREEMENT WITH ARRIMUS CAPITAL FOR POTENTIAL 19I:7Yi7:i 19:lIi iiTEK40 PiT�I[e3ii[ - MOTION: It is recommended that the City Council consider taking action as follows: Discuss Councilmember Bacerra's request for reconsideration of Resolution No. 2020-067 overruling the Orange County Airport Land Use Commission's Determination of Inconsistency which was one of several approvals related to the proposed Warner Redhill Mixed Use Development Project associated with Agenda Item No. 75C on the August 18, 2020 City Council Meeting Agenda and vote on the requested Motion to Reconsider. If the Motion to Reconsider is not approved by the necessary majority vote, take action on item 4 below. 2. If a Motion for Reconsideration is adopted, consider adoption of Resolution No. 2020-067 Overruling the Orange County Airport Land Use Commission's Determination of Inconsistency for the Warner Redhill Mixed Use Development Project with the Airport Environs Land Use Plan for John Wayne Airport and take action on item 4 below. 3. If Resolution No. 2020-067 is not adopted by a 2/3 vote take no further action. 4. If the Motion for Reconsideration is not approved or Resolution No. 2020- 067 is adopted by the necessary -2/3 vote, conduct the second reading of and adopt Ordinance No. NS-XXXX and approve the proposed Indemnification Agreement with Arrimus Capital. 4A. AN ORDINANCE OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2020-01 REZONING THE PROPERTY LOCATED AT 2300, 2310, AND 2320 SOUTH REDHILL AVENUE FROM LIGHT INDUSTRIAL (M-1) TO SPECIFIC DEVELOPMENT NO. 96 (SD-96) AND ADOPTING SD-96 FOR SAID PROPERTY DRAFT CITY COUNCIL MINUTES 1 U E4_ 1 4 SEPTEMBER 15, 2020 4B. Authorize the City Manager to execute an Indemnification Agreement with Arrimus Capital (Applicant) subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A- 2020-XXX). Councilmember Bacerra rescinded his motion request for reconsideration. Motion to approve recommendation and adopt 4A. ORDINANCE NO. NS-2995 OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2020-01 REZONING THE PROPERTY LOCATED AT 2300, 2310, AND 2320 SOUTH REDHILL AVENUE FROM LIGHT INDUSTRIAL (M-1) TO SPECIFIC DEVELOPMENT NO. 96 (SD-96) AND ADOPTING SD-96 FOR SAID PROPERTY 4B. Authorize the City Manager to execute an Indemnification Agreement with Arrimus Capital (Applicant) subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-189). Councilmember Penaloza motioned to approve recommendation and adopt, seconded by Councilmember Sarmiento. MOTION VOTE: Councilmember SECOND: Councilmember Sarmiento Penaloza AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember khk Solorio (5) Mayor Pro Tern Villegas, Mayor Pulido (2) ABSTAIN: None (0) ABSENT: None (0) 60B. ADOPT AN ORDINANCE ADDING ARTICLE XV (SYRINGE EXCHANGE PROGRAMS) TO CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE (HEALTH AND SANITATION) PROHIBITING SYRINGE EXCHANGE PROGRAMS IN THE CITY OF SANTA ANA — City Manager's Office and City Attorney's Office MOTION: Place ordinance on first reading and authorize publication of title. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADDING ARTICLE XV (SYRINGE EXCHANGE PROGRAMS) TO CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE (HEALTH AND SANITATION) PROHIBITING DRAFT CITY COUNCIL MINUTES 1 OEM 5 SEPTEMBER 15, 2020 SYRINGE EXCHANGE PROGRAMS FROM OPERATING IN THE CITY OF SANTA ANA Councilmember Bacerra requested to add language to identify syringe distribution programs. Councilmember Solorio requested staff to look into the city's authority to regulate the other needle medical services along with research. Councilmember Bacerra requests staff immediately look at the inclusion of distribution programs and return back to council with additional information. Motion to approve to place ordinance on first reading and authorize publication of title. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADDING ARTICLE XV (SYRINGE EXCHANGE PROGRAMS) TO CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE (HEALTH AND SANITATION) PROHIBITING SYRINGE EXCHANGE PROGRAMS FROM OPERATING IN THE CITY OF SANTA ANA. Councilmember Solorio motioned to approve, seconded by Councilmember Bacerra. MOTION: Councilmember SECOND: Councilmember Bacerra Solorio VOTE: AYES- Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro TernVillegas, Mayor Pulido (7) None (0) ABSTAIN:" None (0) ABSENT: None (0) 60C. RESOLUTION SUPPORTING THE REDUCING CRIME AND KEEPING CALIFORNIA SAFE ACT OF 2020 (PROPOSITION 20) — City Manager's Office MOTION: Adopt resolution. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING THE REDUCING CRIME AND KEEPING CALIFORNIA SAFE ACT OF 2020 Motion to Adopt RESOLUTION NO. 2020-073 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING THE REDUCING DRAFT CITY COUNCIL MINUTES 1 U E6_ 1 6 SEPTEMBER 15, 2020 CRIME AND KEEPING CALIFORNIA SAFE ACT OF 2020 moved by Councilmember Penaloza seconded by Councilmember Bacerra. Councilmember Penaloza motioned to adopt, seconded by Councilmember Bacerra. MOTION: Councilmember SECOND: Councilmember Bacerra Penaloza VOTE: AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (6) NOES: Councilmember Sarmiento (1) ABSTAIN: None (0) ABSENT: None (0) 60D. RESOLUTION RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE — City Attorney's Office MOTION: Adopt resolution. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RESCINDING CITY COUNCIL RESOLUTION NO. 2019- 099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION'S RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE Item continued for two weeks. REPORTS 65A. ACCEPT INFORMATIONAL REPORT RELATING TO POLICE OVERSIGHT AND PROVIDE DIRECTION TO STAFF — City Manager's Office MOTION: Accept informational report relating to police oversight and provide direction to staff. DRAFT CITY COUNCIL MINUTES 1 U E7_ 17 SEPTEMBER 15, 2020 City Manager Kristine Ridge provided a brief presentation. Council discussion ensued and provided direction to staff to return to council at a future meeting. Councilmember Penaloza requested additional information to be brought back to council. Councilmember Bacerra request staff obtains community outreach and return to council in 90 days. Councilmember Mendoza supports community input and requests staff look into other cities who have similar programs whether successful or unsuccessful. Mayor Pulido warns of unintended consequences experienced by other cities. Mayor Pro Tern Villegas is supportive of a Chiefs Advisory Board. Councilmember Sarmiento expressed that this should not be considered as punitive and noted the importance of providing a safe environment for all. Councilmember Solorio expressed the need for an oversight committee beginning with the Council. Councilmember Mendoza noted that staff could look into the Sheriffs Advisory Council of which she is a member and expressed that she is not in support of another group having investigatory powers. 65B. APPROVE SERVICE AND FINANCIAL SUSTAINABILITY STUDY FINAL REPORT — Parks, Recreation and Community Services Agency MOTION: Approve the plan titled "Parks, Recreation and Community Services Agency Service and Financial Sustainability Study." Item 65B was taken out of order, heard prior to Consent Calendar. Parks and Recreation Executive Director Lisa Rudloff provided a brief presentation. Art Thatcher, with GreenPlay, LLC provided a brief presentation. Parks and Recreation Executive Director Lisa Rudloff noted that staff we provide periodic updates to council. DRAFT CITY COUNCIL MINUTES 1 U E8_ 18 SEPTEMBER 15, 2020 Motion to approve the plan titled "Parks, Recreation and Community Services Agency Service and Financial Sustainability Study." Councilmember Solorio motioned to approve, seconded by Councilmember Penaloza. MOTION VOTE: Councilmember Solorio AYES: Fill -*1fill 1ki1 ABSENT: SECOND: Councilmember Penaloza Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Bacerra, Councilmember Mendoza (7) None (0) None (0) None (0) 40 After the deliberation of Item 65B, council deliberated on Consent Calendar. PUBLIC HEARINGS 75A. PUBLIC HEARING —ADOPT A RESOLUTION TO AMEND THE FORECLOSURE, ABANDONED AND VACANT PROPERTY REGISTRATION FEE TO $ 1,232.85 FOR SERVICES IN THE FISCAL YEAR 2020-21 MISCELLANEOUS FEE SCHEDULE REGARDING THE REGISTRATION AND MAINTENANCE OF THE ABANDONED AND VACANT PROPERTIES — Planning and Building Agency Legal Notice published in the Orange County Reporter on September 4, 2020 and September 11, 2020. MOTION: Adopt resolution. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE FORECLOSURE, ABANDONED AND VACANT PROPERTY REGISTRATION FEE IN ACCORDANCE WITH CHAPTER 8, ARTICLE X OF THE SANTA ANA MUNICIPAL CODE Mayor Pulido opened the public hearing at 9:35 p.m. Executive Director of Planning and Building Agency Minh Thai provided a brief presentation. Mayor Pulido closed the public hearing at 9:36 p.m. DRAFT CITY COUNCIL MINUTES 1 U E9_ 1 9 SEPTEMBER 15, 2020 Motion to adopt RESOLUTION NO. 2020-074 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE FORECLOSURE, ABANDONED AND VACANT PROPERTY REGISTRATION FEE IN ACCORDANCE WITH CHAPTER 8, ARTICLE X OF THE SANTA ANA MUNICIPAL. Councilmember Bacerra motioned to adopt, seconded by Councilmember Solorio. MOTION VN11I=F COMMENTS Councilmember Bacerra AYES: NOES ABST, ABSE 90A. CITY MANAGER'S CO Report out on: -The CARES Act outreach, dashboard, testing, and facemasks. -Child assistance available this month. -Assisting SAUSD regarding testing of athletes. -Governor's COVID status. -Type of testing used by contractor. SECOND: Councilmember Solorio Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor 01111-�G]IWK6011]►us] IIJiI0JII11A:ZKe]Jildil0041169 Councilmember Bacerra expressed appreciation of his colleagues and adjournment of meeting in honor of Gerald Carr. Reminded everyone to complete their 2020 Census. Councilmember Mendoza spoke regarding the rolling blackouts that have been affecting the county due to the extreme temperatures and wished City Manager Kristine Ridge a happy birthday. Councilmember Penaloza spoke regarding his participation on a virtual meeting on public safety and economic development during and post COVID-19 along with his participation on the Transportation Corridor Agency (TCA). Shared that TCA DRAFT CITY COUNCIL MINUTES 1 U 6-20 SEPTEMBER 15, 2020 appointed Samuel Johnson as their new CEO, and that the agency has a new agreement that will allow use of cattle for grazing. Reminded the public of the importance of participating in the Census 2020 and provided an update on the Delhi Park Cares event. Mayor Pulido thanked Councilmember Penaloza for his consistent participation regarding Census outreach. Councilmember Sarmiento thanked the City Attorney and her staff for working together with resident evictions and spoke on extending the Residential Eviction Moratorium Executive Order. Also, thanked City Manager and staff for coordinating with Latino Health Access in taking resources and services to neighborhoods and ensuring efforts are not duplicated at the same time and encouraged staff to apply this model in other areas such as, ways to increase voter participation. Lastly, wished everyone a happy September 16th, Mexican Independence Day. Mayor Pulido thanked Councilmember Sarmiento, Council, and staff for all of their efforts and work regarding COVID-19. Councilmember Solorio wishes all a happy Mexican Independence Day on September 16th. Spoke on CARES mobile resource event he attended, childcare program, and encourage staff to look at the broadband citywide used in the City of Anaheim. Expressed concern on an increase of homeless activity at CALTRANS properties and request staff reach out to CALTRANS to offer services and shelter. Mayor Pro Tern Villegas on behalf of the City send his thoughts and prayers to the families of Sheriff Deputies that were ambushed this past weekend. Mayor Pulido provided status on pandemic. ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, October 6, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Mayor Pulido adjourned the City Council meeting 10:05 p.m. Adjourn Meeting in Memory of Astronaut Gerald P. Carr. DRAFT CITY COUNCIL MINUTES 10 E1_21 SEPTEMBER 15, 2020 LS 10.6.20 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 30-6 OF CHAPTER 30 (PLACES OF HISTORICAL AND ARCHITECTURAL SIGNIFICANCE) OF THE SANTA ANA MUNICIPAL CODE TO ALLOW THE HISTORIC RESOURCES COMMISSION TO ADD CONDITIONS OF APPROVAL TO HISTORIC APPLICATIONS 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. The Historic Resources Commission has requested the ability to impose conditions of approval on historic applications in an effort to enhance historic projects under their review. B. On July 7, 2020, the City Council approved the list of recommendations, including providing the Historic Resources Commission the authority to add conditions of approval, and directed staff to provide an ordinance amendment to the Council within 90 days. C. The ability to impose project conditions for projects subject to Historic Resources Commission review and approval will facilitate preservation goals and maintain the historic character of structures and neighborhoods. Section 2. Section 30-6 of Chapter 30 (Places of Historical and Architectural Significance) of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 30-6. — Modification of historic properties. (a) No exterior physical modifications, other than those identified by the historic resources commission for administrative approval by city staff, shall be permitted with respect to an historic structure until the historic resources commission approves such request at a duly noticed public hearing and issues a certificate of appropriateness. The historic resources commission shall issue the certificate of appropriateness upon finding that the proposed modification(s) does not substantially change the character and integrity of the historic property. The minutes of the historic resources commission meeting shall serve as the official record. Ordinance No. NS-XXXX Page 1 of 3 11 A-1 (b) An application for exterior modification of a historic structure shall be accompanied, except for those subject to administrative approval by city staff pursuant to subsection (a), by payment of an application fee set in such amounts as shall be established by resolution of the city council. (c) The building official may determine a historic property is a dangerous building. Modifications as determined necessary by the building official to correct the dangerous building shall not require a certificate of appropriateness. Modifications shall be consistent with the overall architectural design and historic character of the structure and blend in with the surrounding environment. (d) The historic resources commission may impose and/or recommend conditions of approval deemed reasonable and necessary on applications that are subject to review and approval or recommendation by the historic resources commission. Section 3. Adoption of this Ordinance is exempt pursuant to general rule that the California Environmental Quality Act (CEQA) applies only to projects that have the potential for causing a significant effect on the environment in accordance with Section 15061 (b)(3) of the CEQA Guidelines. Approval of this ordinance allowing recommendation of project conditions for projects subject to Historic Resources Commission review and approval will not have a significant effect on the environment. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 12020. Miguel A. Pulido Mayor Ordinance No. NS-XXXX Page 2 of 3 11 A-2 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa E. Storck Assistant City Attorney IG\'IX.� .. . PTaiil.Ta�� NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, 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 , 2020 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXXX Page 3 of 3 11 A-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: RECEIVE AND FILE DOG PARK AT CENTENNIAL PARK INFORMATIONAL UPDATE CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file Dog Park at Centennial Park informational update. DISCUSSION On December 3, 2019, the City Council directed the City Manager to study the feasibility of a dog park at Centennial Park. On March 3, 2020, the City Council discussed the feasibility of a dog park at Centennial Park and provided direction to staff. On July 7, 2020, the City Council was provided a Receive -and -File Dog Park update. The City Council provided direction to staff, which included moving forward with efforts to build a dog park located at Centennial Park (3.54-acre undeveloped area) and returning to the City Council at a future date with additional options for a dog park that includes an educational component (teaching, trainings, signage, spay -and -neuter information, how to care for animals, etc.) since the land can only be used for educational purposes. Originally, the property, owned by the City of Santa Ana, had a deed restriction requiring park and recreational uses only. In 1988, the City of Santa Ana deeded the property to the National Park Service, who then transferred the site to the U.S. Department of Education. The U.S. Department of Education conveyed the land to the City of Santa Ana for use as a Police/Fire Training Facility. The 30-year deed restriction required the City to use the site only for educational purposes. On September 28, 2020 a letter (Exhibit 1) was sent to the U.S. Department of Education to start the process of releasing 3.54-acre site from educational use restriction and to use for recreational purposes to build a future dog park. In response, the U.S. Department of Education provided the following options for the City of Santa Ana to consider: 1. Wait until March 7, 2021 when the 30-year educational deed restriction expires. 2. Enact the Abrogation provision (Exhibit 2), which essentially is a "buy out' provision. 19C-1 Receive and File Dog Park at Centennial Park Informational Update October 20, 2020 Page 2 Since the City does not currently have funding identified to build the dog park, waiting until the educational deed restriction expires is in the best interest of the City. Once the deed expires, the educational use restrictions automatically terminate on the property (the entire property), and the City can use the (entire) property, however decided, without involvement of U.S. Department of Education, National Park Service, or U.S. General Services Administration. FISCAL IMPACT There is no fiscal impact associated with the item. Submitted By: Lisa Rudloff, Executive Director— Parks, Recreation, and Community Services Agency Exhibits: 1. Letter U.S. Department of Education 2. 30-Year Educational Deed Restriction 19C-2 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio September 28, 2020 CITY OF SANTA ANA CITY MANAGER'S OFFICE 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.oro Barbara L. Shawyer Federal Real Property Assistance Program U.S. Department of Education 400 Maryland Avenue, SW Washington DC, 20202-4553 RE: Change of Land Use at Centennial Park 3000 W. Edinger Avenue, Santa Ana, CA Dear Mrs. Shawyer: CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Via E-mail The City of Santa Ana is currently using the property on the southwest corner of Centennial Park as a Police/Fire Training Center (Deed enclosed). Originally, the property owned by the City of Santa Ana had a deed restriction, requiring park and recreational uses only. In 1988, the City of Santa Ana deeded the property to the National Park Service, which then transferred the site to the U.S. Department of Education. The U.S. Department of Education conveyed the land to the City of Santa Ana for use as a Police/Fire Training Facility. It is the desire of the City of Santa Ana to use the majority of the site for recreational purposes. Specifically, 3.54 acres as a future Dog Park and continue use of the cemented area that facilitates the Police/Fire Training (enclosed Site Plan). Preliminary conversations of this proposal was discussed with the National Park Service and the U.S. General Services Administration. Both agencies verbally indicated the process is relatively simple and the request should start with the U.S. Department of Education to relinquish the site back to recreational purposes. This letter is to start the process and request the U.S. Department of Education release 3.54 acres for recreational purposes. The City Council is in support of this land use change and the community is looking forward to the construction of the first dog park in Santa Ana. Please let me know the next steps to move this process forward. Sincerely, Kristine Ridge, City Manager C: Lisa Rudloff, Executive Director, Parks, Recreation and Community Services David Valentin, Police Chief Attachments: Deed 88-082586 Site Plan SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Wisps Vicente Sarmiento David Panel.. Jose Solono Phil Badena Nelida Mendoza Mayor Mayor Pro Tem, Ward 5 Ward ��Ward2Ward Ward Ward moudoAsanta-amoray'lleaasAsanta-ana.oroysarmentoMsama-anaora dM or 'solorio@sante-ana.oro obaderraasantaana.om nmmdozd0aantaana. ova cc. Pp '. *5 �- RECORDING REQUESTED BY: Clerk of the Council CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92701 VH�RECORDED MAIL TO: CITY OF SANTA ANA CLERK OF THE COUNCIL . P.O. BOX 1988 SANTA ANA, CA 92702 : 3d (4 Cti°trrt t"-�1cE 86-08Z586 2i5i88 9f-✓ cr..-o6..,9v, Certificate of Acceptance is now attached for E re-recording. M Q E S,8 EXEMPT $$-320163 Q'o `y C6 oU 9 is ` � i RECORDED IN OFFICIAL RECORDS t W a o { OF ORANGE COUNTY, CALIFORNIA EXEMPT F;P -8 55 AM FEB 25'88 b s" C11 d p I' 1^G POLICE/FIRE TRAINING FACILITY - CENTENNIAL PARK THIS INDENTURE, made this 16th day of February 1988 , by and between the CITY OF SANTA ANA, a municipal corp- Il oration of the State of California, party of the first part, hereinafter referred to as the Grantor, and the UNITED STATES OF AMERICA, party of the second part, hereinafter rafarraA i•n as the Grantee, W I T N E S S E T H 1. That on June 1, 1969, Grantee, by Qui RECORDED IN OFFICIAL RECORDS 1 OF ORANGE COUNTY. CALIFORNIA -02 PM( JUL 5'88 5/31-11 1 RECOORDER laim Deed dated June 1, 1969, recorded on August 1, 1969, in Book 9037, Page 694 of the Official Records of Orange County, California deeded to Grantor certain property for public park and recreation purposes only, hereinafter referred to as "said real property"; 2. That Grantor desires to not utilize a portion of Said real property, which portion is hereinafter shown on Exhibit "A," attached hereto and incorporated herein by reference, for park and recreation purposes in order that Grantor will have the 19C-4 ;88-082586 88-320163 opportunity to acquire said portion for public health, safety and l� educational purposes as well as to enhance public recreational use; NOW, THEREFORE, pursuant to the terms contained in that certain Quitclaim Deed from the UNITED STATES OF AMERICA to the CITY OF SANTA ANA, recorded in Book 9037, Page 694 of the Official Records of Orange County, California, the Grantor does by these presents revert unto the United States of America all the Grantor's right, title and interest in and to all that certain real property situated in the City of Santa Ana, County of Orange, State of California, hereinafter referred to as "said premises," shown on attached Exhibit "A" and described as follows: All that certain real property in the City of Santa Ana, County of Orange, State of California, described as follows: Beginning at the most Westerly Southwest corner of that parcel of land shown on a map recorded in Book 98, page 10 of Records of Survey of said County, said corner being a point in a non -tangent curve, concave Westerly, having a radius of 23,093.31 feet, a radial line to said point bears North 68017144.6" West; thence Northeasterly 317.41 feet along said curve through a central angle of 00147115"; thence South 87044'45" East 456.37 feet; thence South 02015115" West 75.00 feet; thence South 87044145" East 600.00 feet; thence South 02015115" West 225.00 feet to a point in a line which bears North 87044'45" West and passes through the point of beginning; thence Westerly 1,160.00 feet more or less to the Point of Beginning. '19C-5 88-082586 ( 88-320163 TO HAVE AND TO HOLD the said premises, together with the appurtenances, unto the said Grantee, and to its successors and assigns forever. IN WITNESS WHEREOF, the said Grantor has executed the conveyance the day and year first hereinabove written. ATTEST: A726115_�Y_ 'CLERK OF THE COUNCIL AP ®ROVAS 0 � T: r David N. Ream, City Manager CITY OF SANTA ANA, a municipal corporation of the State of Ca)ifornia Danied H. Young, ay r STATE OF CALIFORNIA ) ) SS. State of California 88-082586 A. H County of Orange On this 1744 day of FebvuoT, In the year 1988 , before me , Clerk of the Council or - WI IIIam D Baron , O;:puty Clerk of the Council of the City of Santa Ana pesooally appeared .)A" i c a C . 6 u-f , persocaliy Known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this �inn)strument as Jan 1PP . tiVy' C'IP le. t Ll C' C11 of the City of Santa Ana and acknowledged to me that the City of Santa Ana executed it. h M '19C-6 ED/NGER AVENUE N CENTENNIAL PARK Qc� ;Proposed Police/Fire Q Training Facility "' / - 200 88-320163 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the deed dated the 16th day of February, 1988 from the City of Santa Ana is hereby accepted by the undersigned officer or agent on behalf of the Department of the Interior and the grantee _consents to recordation thereof by its duly authorized officer. Date: By: COUNTY OF SAN FRANCISCO ss STATE OF CALIFORNIA Ass late Regional Director Westirn Region National Park Service On this 6th day of June , 1988, before me, the subscriber, personally appeared John D. Cherry, to be known and personally known to me to be the Associate Regional Director, Western Region, National Park Service, of the United States of America, acting by and through the Secretary of the Interior, a governmental agency of the United States of America, and known to me to be the same person described in and who executed the foregoing instrument as such Associate Regional Director aforesaid, as the act and deed of the United States, for and on behalf of the Secretary of the Interior, and he acknowledged that he executed the foregoing instrument for and on behalf of the United States of America, for the purposes and uses therein described. OFFICIAL SEAL MARY E MEREDITH NOTARY PUBLIC • CALIFORNIA SAN FRANCISCO COUNTY ^' My comm. expires MAR 26, IN9 My Commission expires: N TAR P BLIC Mary E, Wredith 19C-8 9�5 C➢EED 7L 3 REQUEST FOR COUNCIL ACTION CITY COUNCIL AGENDA DATE February 16, 1988 TITLE Authorize Mayor to execute deed of release and City Manager to execute appli- cation for 4 acres of the southwest corner ' RECOMMENDED ACTION DATE OF COUNCIL ACTION FEB 16 1988 Resolution No. X — H Approved as recommended. CLERK OF THE Co V /(.T'li UwiYmv Srn-0e5 of /)m91Q%cn) Authorize Mayor to execute deed of release and City Manager to execute application for 4 acres of the southwest corner of Centennial Park. DOCUMENT ON FILE IN CLERK'S OFFICE EXECUTIVE SUMMARY Staff has identified four (4) acres of unimproved land at the southwest corner of Centennial Park for a new Police/Fire Training Facility. The property is currently owned by the City of Santa Ana with a deed restriction requiring that the property be used for park and recreational uses only.. Through discussions with the.National Park Service and other federal agencies, we have discovered a process whereby the City can deed our property to the National Park Service which will then transfer the site to the Department of Education. The Department of Education will then convey the land to the City of Santa Ana for use as a Police/Fire Training Facility. The Department of Education has already stated its support for the City's Police/Fire Training Facility and the National Park Service has indicated support for the proposed land transfer. 19C-9p86 ®C 60.B. MEMORIAL PARK POOL - APPROPRIATION ADJUSTMENT NO. 091 MOTION: Approve. (Requires five affirmative votes.) APPROPRIATION ADJUSTMENT NO. 091 - Transferring $3,OOO.00 from account 11-591-Memorial Pool Charges to account 11-248-201- Aquatics - Utilities. MOTION: Acosta SECOND: Pulido VOTE: AYES: Acosta, Griset, Hart, May, McGuigan, Pulido NOES: None ABSENT: Young FILE 310.051'� 915 ✓ 6O.C. POLICE/FIRE TRAINING FACILITY - CENTENNIAL PARK MOTION: 1) Authorize the City Manager to execute Application for Purchase of Real Property at Centennial Park as Public Benefit Allowance. 2) Approve deed transfer and authorize execution by Mayor and Clerk of all necessary documents in connection with transfer. A-88-009 DEED '7 -t 3ti 3) Adopt resolution. RESOLUTION NO. 88-11 - A Resolution of the City Council of the City of Santa Ana to Obtain 4 Acres of Centennial Park for a Police/Fire Training Facility. MOTION: Acosta SECOND: Pulido VOTE: AYES: Acosta, Griset, Hart, May, McGuigan, Pulido NOES: None ABSENT: Young FILE 710'✓ 715 ✓ 915 �✓ 6O.D. LABOR AGREEMENT WITH SANTA ANA FIREMEN'S BENEVOLENT ASSOCIATION MOTION: 1) Authorize the City Attorney to prepare and the Mayor and Clerk to execute the agreement. AGREEMENT NO. A-88-008 - BETWEEN THE CITY OF SANTA ANA AND SANTA ANA FIREMEN'S BENEVOLENT ASSOCIATION - Memorandum of Under- standing for a 30-month period July 1, 1987 through December 31, 1989 - Human Resources Agency. 0 CITY COUNCIL MINUTES 52 FEBRUARY 16, 1988 19C-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: RECEIVE AND FILE A STATUS REPORT REGARDING THE COMPREHENSIVE UPDATE TO THE GENERAL PLAN CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file the General Plan status update. BACKGROUND In late 2015, City staff commenced work on a comprehensive update to the General Plan. This document, which serves as the blueprint for development in the City, was last comprehensively updated in 1982. Work efforts related to the General Plan update have included extensive community outreach, the formation of a General Plan Advisory Group (GPAG), and creation of a Technical Advisory Committee (GP TAC). The Technical Advisory Committee members have solicited feedback from the City Council on the Policy Framework document that was presented to the City Council in December 2018. The Policy Framework document includes the General Plan Vision Statement, the Core Values, and the Goals and Policies of the proposed General Plan Elements. Several significant changes are proposed to occur within the Land Use Element, including the creation of five Focus Areas. Over the past year and -a -half, staff has refined the land use concepts of the Focus Areas and drafted updates to individual General Plan elements to reflect potential development opportunities within the Focus Areas. The Focus Areas were selected based on input from the GPAG, the presence of existing and new high -quality transit areas such as the OC Streetcar, opportunities to connect key development areas, and consistency with the principles that align with General Plan core values. To date, over 48 community meetings and workshops have been held to receive input from the community and local organizations. The initial outreach included an introductory video series, citywide community meetings, and pop-up booths at City events and special gatherings. Individual community workshops were held for each of the five Focus Areas to ensure direct input on the proposed changes in the Focus Areas. Over 300 residents, business leaders, and community stakeholders participated in the workshops. In addition, over 650 respondents participated in an online community survey providing feedback on the Focus Area land use concepts. Multiple meetings were held with individual City Councilmembers and the City's General Plan Technical 19D-1 City of Santa Ana General Plan Update October 20, 2020 Page 2 Advisory Committee (GPTAC) throughout 2018 and the first part of 2020. As a result of these discussions, the Focus Area land use maps have been revised to address critical feedback from our City Council and the community. PROGRESS SINCE THE JULY 7, 2020 CITY COUNCIL UPDATE Environmental Impact Report (EIR) The Draft Environmental Impact Report (DEIR) was released for public review on August 3, 2020 for a 45-day review period. Responding to community feedback, staff extended the comment period to allow additional time for the community to review the general plan EIR. The comment period was extended by an additional 20 days and closed on October 6, 2020. As of this date, a total of 57 comments were received. Staff is in the process of preparing responses to the comments and preparing the Final EIR for Planning Commission and City Council consideration. General Plan Elements The draft General Plan elements were released for public review on August 3, 2020. Since the release of the 11 elements (the Housing Element is not being updated until 2021) staff has continued to perform outreach and refine the policies and implementation measures of each of the elements. The final version of the elements was released to the public on September 30, 2020. Recent Community Engagement, Activities in Progress, and Next Steps As part of the multi -year effort to comprehensively update City's General Plan, the Planning Division has continued to participate in outreach meetings and discussions with the community on key issues such as Environmental Justice (EJ), a review of key changes, and an overview of the five Focus Areas. Councilmembers, the City Manager, and the Executive Director of the Planning and Building Agency met with individual neighborhood leaders in the Logan and Madison Park neighborhoods, as well as walked through the neighborhoods with residents and neighborhood leaders. Additional outreach is continuing throughout the month of October, including continued staff attendance at neighborhoods and City parks in conjunction with the Santa Ana CARES mobile resource center and related programming, meetings with interested organizations and neighborhood leaders, the hosting of a follow-up EJ discussion with the Madison Park Neighborhood Association on October 14, and hosting a citywide EJ meeting with neighborhood groups and interested parties on October 19. These efforts will supplement the efforts conducted so far, which include the mailing of a targeted Environmental Justice flier to over 32,000 residents, business and property owners, the creation of a webpage dedicated to informing and educating property owners located within our Environmental Justice areas, and creation of an online web learning tool that includes a narrated presentation to help educate and increase awareness on Environmental Justice issues. Prior to this, two virtual community meetings were held on July 31 and August 1, keeping the public updated on the General Plan and key issues, and about key public hearings and public review periods. Two study sessions have been held with the Planning Commission, one on August 24 and the second on September 14. Staff also provided the Commission with the ability to have one-on-one 19 D-2 City of Santa Ana General Plan Update October 20, 2020 Page 3 sessions to discuss the details of the General Plan. Additional one-on-one meetings will be held later this month, prior to the Planning Commission making a recommendation to the City Council. The City Council was also provided draft copy of the General Plan and EIR for early review on September 30. One-on-one meetings will be scheduled with the City Council individually prior to the adoption hearing scheduled for November 17. A public hearing will be held by the Airport Land Use Commission (ALUC) on October 15, 2020 to determine if the proposed General Plan update is consistent with the Airport Environs Land Use Plan. Staff will provide an update to the Planning Commission and City Council on the ALUC's decision, as well as the next steps in the process should the ALUC find the General Plan inconsistent with the Airport Environs Land Use Plan. The Planning and Building Agency remains committed to completing the General Plan update. Based on the work effort, staff anticipates the General Plan and Final Environmental Impact Report will be presented for adoption to the Planning Commission on November 5th and to City Council on November 17th, with potential follow-up actions regarding the ALUC's determination of October 15, 2020 in early December. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Minh Thai, Executive Director — Planning and Building Agency 19 D-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING $52,049 IN CALIFORNIA DEPARTMENT OF JUSTICE SEXUAL ASSAULT EVIDENCE SUBMISSION GRANT FUNDS (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK�7►111►U1q�iC�. /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Approve an appropriation adjustment accepting $52,049 total revenue over a two-year period in the Law Enforcement Grants revenue account (No. 12814002-52025) and appropriate $28,627 for FY 20-21 in the Sexual Assault Evidence Grant account (No. 12814417-61040). 2. Authorize the City Manager and the Chief of Police to sign the California Department of Justice agreement, for the period of October 20, 2020 through June 30, 2022, in an amount not to exceed $52,049, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The California Department of Justice solicited grant applications for agencies to submit sexual assault kits (biological evidence) that have not been tested. The goal behind this grant was to help law enforcement agencies process an already identified backlog of sexual assault kits. In response to this available funding, the Santa Ana Police Department submitted a grant application to the California Department of Justice and was awarded $52,049. The Santa Ana Police Department has identified 543 sexual assault kits that were booked as evidence, but have not been tested. They date back to 1978. Each of these cases was thoroughly investigated and has a unique set of circumstances as to why the kits were not tested. Many of these kits were collected before modern DNA testing was available. Others were prosecuted without the use of biological evidence (other evidence was used). Some cases were closed for a variety of other reasons. A Detective Sergeant and ten Detectives from the Special Crimes Section will be available to conduct the follow-up needed for each case. By utilizing these grant funds for overtime, a goal will be set to review an average of 25 cases for testing per month and submit them for testing if they meet criteria set forth by the Orange County Crime Lab and the District Attorney's Office. The entire backlog of cases should be completed in 20 months. 20A-1 California Department of Justice Sexual Assault Evidence Submission Grant October 20, 2020 Page 2 FISCAL IMPACT Staff recommends to recognize $52,049 total revenue over a two-year period in the Law Enforcement Grants revenue account (No. 12814002-52025) and appropriate the FY20-21 portion of $28,627 in the Sexual Assault Evidence Grant account (No. 12814417-61040). The remaining $23,422 of the grant revenue will be appropriated with the FY21-22 budget, if approved by the City Council. Fiscal Year Accounting Unit- Account # Accounting Unit, Account Description Amount FY 2020-21 12814417 61040 Sexual Assault Evidence Grant $28,627 FY 2021-22 12814417 61040 Sexual Assault Evidence Grant $23,422 Total $52,049 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: David Valentin, Chief of Police - Police Department Exhibit: 1. Agreement with California Department of Justice 20A-2 Exhibit 1 Santa Ana Police Department Commander Matt Brown 60 Civic Center Plaza, Santa Ana, CA 92701 714-245-8401 Mbrown& Santa-ana. ora MEMORANDUM OF UNDERSTANDING with the California Department of Justice Expires June 30, 2022 20A-3 DOJ-SAE Submission-2019-2020-02 PURPOSE This Memorandum of Understanding ("MOU") is entered into by the Department of Justice ("DOJ") and the SANTA ANA POLICE DEPARTMENT (hereinafter, "Grantee"), to provide grant funds to Grantee for expenditure. The Grantee will expend funds for the purposes identified in the approved Grant Application submitted by Grantee in response to the DOJ's Request for Applications for activities for California's local law enforcement agencies to submit and test untested sexual assault evidence. This MOU shall become effective upon execution by all parties and shall expire on June 30, 2022. The DOJ grants to Grantee $52,049, (the "Grant Amount"), for expenditure in accordance with this MOU, including the Scope of Work included in the approved Grant Application. The Request for Applications and Grant Application are incorporated by reference into this MOU. II COMMUNICATION All reports, notices, requests, and/or correspondence pertaining to this MOU shall be forwarded to the DOJ at: California Department of Justice Division of Law Enforcement Attn: Nicole Behler 1300 I Street, Suite 1150 Sacramento, CA 95814 SAESubmissionna doi.ca.aov III BUDGET Grantee shall expend the Grant Amount in accordance with the approved Budget included as Attachment 1 hereto (Approved Budget), and as follows: EXPENDITURE CATEGORY TOTAL AUTHORIZED AMOUNT Personal Services (personnel overtime) $52,049 TOTAL $52,049 Grantee shall submit any request for a change to an Approved Budget item in writing or via e- mail to the DOJ, and any changes to the Approved Budget must be pre -approved in writing by the DOJ at least thirty (30) days in advance of any change to any Approved Budget item. 2UA-4 DOJ-SAE Submission-2019-2020-02 IV COST REIMBURSEMENT/INVOICING DOJ shall reimburse Grantee, in arrears, for Grantee's actual expenditures incurred while performing the required workload. Grantee shall submit to DOJ two (2) Grantee Invoices for each month (one original and one copy) for all expenditures incurred during such month, including completed travel. Grantee shall ensure that it has accepted and approved all vendor deliverables, all equipment has been delivered, all travel is complete, and all administrative activities have been performed. All invoices must be sent to the grant manager via U.S. Mail or overnight delivery. A) Receipts and Documentation: Grantee shall provide substantiation to DOJ pertaining to acceptance of hardware, software, services, and deliverables along with Grantee Invoices for payment. Invoices paid by the Grantee and submitted to the DOJ for reimbursement shall include the invoice number, invoice date, service period, agreement number, vendor name, vendor contact information, amounts, and the approved Budget Template, clearly identifying with which Expenditure the invoice associates. Grantee shall provide copies of packing slips substantiating delivery of purchased equipment. Grantee Invoices and supporting documentation must be sent to the DOJ in hard copy format no later than the 15d' calendar day following the month of the Expenditure. (For example, a purchase made on June 2nd would require that the related Grantee Invoice be received by the DOI no later than July 15d'). B) Workload Justification: Each agency request for reimbursement shall be submitted in an invoice format and contain the following workload information associated with the reimbursement period: 1) For the reporting period, the total number of untested sexual assault cases submitted for testing, or the total number of cases tested if the agency (e.g., a crime lab) performed testing on evidence received from a submitting agency. C) Match Requirements: There is no match requirement for this grant. Grantee Invoices must be delivered via U.S. Mail or overnight delivery and addressed to: California Department of Justice Division of Law Enforcement Attn: Nicole Behler 1300 I Street, Suite 1150 Sacramento, CA 95814 SAESubmission c(e doi.ca.gov u 3 2 `A-5 DOJ-SAE Submission-2019-2020-02 V BUDGET CONTINGENCY CLAUSE It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this MOU does not appropriate sufficient funds for the purposes contemplated by this MOU, this MOU shall be of no further force and effect. In such event, the DOJ shall have no liability to pay any funds whatsoever to Grantee or to furnish any other consideration under this MOU, and Grantee shall not be obligated to perform any provisions of this MOU for which it would have been reimbursed. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this MOU, the DOJ shall have the option either to cancel this MOU with no liability occurring to the DOJ, or offer an amendment to the Grantee to reflect the reduced amount. VI ADMINISTRATION AND AUDIT The DOJ is not liable for the Grantee's use of funds or any subsequent audit findings. Grantee agrees that the DOJ and the California State Auditor, or their designated representatives shall have the right to review and copy any records and supporting documentation pertaining to the funds expended by Grantee and the Grantee's performance under this MOU. Grantee agrees to maintain all such records and reports for possible audit for a minimum of three (3) years after payment by DOJ of the final Grantee Invoice submitted by Grantee. Grantee agrees to allow access to such records during normal business hours and to allow interviews with officers and employees who might reasonably have information related to such records. Grantee agrees to include a similar right for DOJ and the California State Auditor to audit records and interview staff in any subcontract related to performance of the MOU. Should Grantee fail to comply with this MOU, including by submitting for reimbursement expenditures for purposes not permitted under the MOU, DOJ may take one or more actions. Actions include but are not limited to requiring Grantee to return all or any portion of grant funds, and any other remedies available under law. In addition, the Grantee may be disqualified from applying for or receiving future grant funds. This section shall survive expiration or termination of this MOU. VII GRANTEE CONTACT INFORMATION Matt Brown, Commander Santa Ana Police Department/Criminal Investigations Division 60 Civic Center Plaza Santa Ana, Ca 92701 Office: (714) 245-8401 mbrown@santa-ana.org santa-ana.org 2UA-6 DOJ-SAE Submission-2019-2020-02 Fidencio Zepeda, Detective Sergeant Santa Ana Police Department, CID -Special Crimes Section 60 Civic Center Plaza, Ca 92701 Office: (714) 245-8376 fzepeda cksanta-ana.org VIII MISCELLANEOUS PROVISIONS Amendment- No amendment or variation of the terms of this MOU is valid unless made in writing, and signed by the duly authorized representatives of the parties. Assignment- This MOU is not assignable by Grantee in whole or in part. Indemnification- To the fullest extent permitted by law, Grantee shall indemnify and hold harmless the DOJ, its officers, agents and employees (collectively, the Indemnified Parties), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under any statutory law or at common law or otherwise, arising out of or based upon or in any way relating to the performance of this MOU, except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this section shall survive the expiration or termination of this MOU. Optional Termination- The DOJ may terminate this MOU and be relieved of any obligation to provide grant funds to Grantee should Grantee fail to perform the scope of work at the time and in the manner provided in this MOU. IX REPORTING REQUIREMENT SANTA ANA POLICE DEPARTMENT agrees to submit a quarterly report beginning September 1, 2020. The following information must be included in the report: a. For the reporting period, the total number of untested sexual assault cases submitted for testing, or the total number of cases tested if the agency (e.g., a crime lab) performed testing on evidence received from a submitting agency. The report shall include the following information: A5 2U7 DOJ-SAE Submission-2019-2020-02 1.) Agency case number 2.) Date evidence was received by agency 3.) If the submitted evidence was a sexual assault kit, specify if it was included in the audit report the agency sent to DOJ per AB 3118 requirements 4.) Date evidence was submitted to a crime laboratory for processing 5.) Submitting agency and submitting agency case number, if applicable A final quarterly report of untested sexual assault cases must be submitted to the DOJ on or before June 30, 2022. 2UA-8 DOJ-SAE Submission-2019-2020-02 IX AUTHORIZATION The DOJ and Grantee, by their duly authorized officials, have executed this MOU on the respective dates indicated below. This MOU and any future amendments shall be forwarded to the Division of Law Enforcement, Office of the Chief, with all of its attachments, and will become effective upon completion of signature from all parties. DAVID VALENTIN, Chief of Police Date Santa Ana Police Department KRISTINE RIDGE, City Manager Date City of Santa Ana —U4� TAMARA BOGOSIAN, Sr. Assistant City Attorney City of Santa Ana Date NICOLE BEHLER, Grant Administrator Date Bureau of Forensic Services California Department of Justice BARRY MILLER, Director Date Bureau of Forensic Services California Department of Justice CHRIS RYAN, Chief Date Division of Operations California Department of Justice 2UA-9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVE A CONTRACT AMENDMENT TO INCREASE THE AGGREGATE AMOUNT BY $400,000 ($200,000 ALLOCATED TO THE LIBRARY AND $200,000 ALLOCATED TO THE CORPORATE YARD) FOR OFFICE FURNITURE, INSTALLATION, AND RELATED SERVICES WITH THE ESTABLISHED CITY VENDORS TO BE FUNDED BY THE CANNABIS PUBLIC BENEFIT FUND AND ENTERPRISE FUNDS (SPECIFICATION NO. 19-114) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK�7►111►1�1q�iC�. /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute a contract amendment to increase the aggregate amount by $400,000 ($200,000 allocated to the Library and $200,000 allocated to the Corporate Yard) for office furniture, installation, and related services with the established City vendors to be funded by the Cannabis Public Benefit Fund and Enterprise Funds, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Recently, the City of Santa Ana Library Services department completed improvements to the Newhope Branch Library, which included new furniture. The City is looking to implement furniture upgrades to the Children's Area and Teen Space at the Santa Ana Main Library as well. The Public Works Agency Water Resources Division needs to reconfigure and repurpose existing spaces located in the Corporate Yard's Administration Building A. Existing office space does not meet the needs of current staffing levels. As a result, the Division is looking to complete office space improvements within the current fiscal year. On December 3, 2019, the City Council awarded contracts to the following vendors for the purchase of office furniture, installation, and related services: 22A-1 Approve a contract amendment for furniture, installation, and related services October 20, 2020 Page 2 Vendor Location Culver —Newlin Corona GM Business Interiors Riverside Interior Office Solutions Irvine Pivot Interiors Costa Mesa Yamada Enterprises Huntington Beach The total aggregate amount between the five selected vendors was for an amount not to exceed $1,213,740, which includes a 10 percent contingency. The Santa Ana Library Services department has already expended its allocation of this total amount for furniture at the Newhope Branch and the Public Works Agency has additional needs as well from those identified in the initial award, therefore the City is requesting an amendment to the contract to increase the total aggregate amount for these new projects. FISCAL IMPACT As part of the request by the City to carry forward funds from Fiscal Year 2019-20 to 2020-21, presented to the City Council on October 6, 2020, the City included $200,000 in Cannabis Public Benefit Funds for this contract increase to purchase furniture for the Library. Funds for both the Library and Water Resources furniture purchases will be expended in Fiscal Year 2020-21 as follows: Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description FY 20-21 01213020-63001 Cannabis PRCSA Youth Services, $200,000 Public Benefit Miscellaneous Operating Fund Expenses FY 20-21 05617640-63001 Sanitary Sanitary Sewer Service, $10,000 Sewer Service Miscellaneous Operating Fund Expenses FY 20-21 06017640-63001 Water Fund Water Utility Water Production $85,000 & Supply, Miscellaneous O eratin Ex enses FY 20-21 06017641-63001 Water Fund Water Systems Maintenance, $10,000 Miscellaneous Operating Expenses FY 20-21 06017645-63001 Water Fund Water Admin Engineering, $85,000 Miscellaneous Operating Expenses FY 20-21 06017646-63001 Water Fund Water Meter Services, $10,000 Miscellaneous Operating Expenses Total $400,060 22A-2 Approve a contract amendment for furniture, installation, and related services October 20, 2020 Page 3 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Submitted By: Brian Sternberg., Executive Director — Library Services Agency Nabil Saba, P.E., Executive Director, Public Works Agency 22A-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: AWARD BLANKET PURCHASE ORDER CONTRACTS TO VERNE'S PLUMBING, HORIZONS CONSTRUCTION CO., AND PRO -CRAFT CONSTRUCTION, INC. FOR PLUMBING CONTRACTOR SERVICES FOR UP TO A FIVE-YEAR TERM IN AN ANNUAL AGGREGATE AMOUNT NOT TO EXCEED $230,000 THE FIRST YEAR AND $205,000 ANNUALLY THEREAFTER (SPECIFICATION NO. 20-118) (GENERAL FUND AND NON - GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK�7►111►U1q�iC�. FILE NUMBER RECOMMENDED ACTION Award blanket purchase order contracts for Citywide plumbing contractor services to Horizons Construction Co., Pro -Craft Construction, Inc. and Verne's Plumbing for a two-year period beginning October 1, 2020, and expiring September 30, 2022, with provisions for three one-year renewal options exercisable by the City Manager, in an annual aggregate amount of $230,000 for the first year and $205,000 annually for the remainder of the term, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City establishes an annual blanket order list consisting of vendors that provide services and materials that are required by agencies on a consistent basis. Plumbing services are required at times by all City departments for general repairs, modifications and renovations. In addition, due to the age of the facilities, there is $25,000 allocated to unanticipated plumbing expenditures that were incurred under the previous purchase order, increasing the annual amount for the first year to $230,000. Thereafter, the contract amount will not exceed $205,000 annually. An Invitation for Bids for plumbing contractor services was advertised on September 1, 2020, on the City's online bid and management publication system. A summary of the Invitation for Bids and bids received is as follows: 22B-1 Contracts Award for Contractor Plumbing Services October 20, 2020 Page 2 189 Vendors notified 3 Santa Ana vendors notified 45 Vendors downloaded the bid packet 14 Bids received 0 Bid received from a Santa Ana vendor The bids were received and opened on September 22, 2020. After the bids were evaluated, the bids from Horizons Construction Co., Pro -Craft Construction, Inc., and Verne's Plumbing, Inc. (Exhibit 1) were found to be responsive to specifications, meet the City's requirements and comply with prevailing wage requirements. Awarding to three bidders allows for competitive quotes on individual jobs and scheduling flexibility. Outreach Efforts The Purchasing Division advertised this project on the City's online bid management and publication system, which directly notified three Santa Ana vendors. No Santa Ana vendors downloaded nor submitted a bid packet for consideration. FISCAL IMPACT Funding in the amount of $435,000 for the initial two-year term will be budgeted and made available in the accounts as specified in the table below. Funds for the three subsequent one-year renewal periods, if exercised, will be budgeted in future fiscal years in the same accounts. Fiscal Year Accounting Fund Accounting Unit, Account Amount Unit -Account# Description Description FY 2020-21 Parks, Recreation and Community (Oct. -June) 01113220-62300 General Services -Zoo, Contract Services- $18,750 Professional Parks, Recreation and Community 01113250-62320 General Services -Park Facilities, $18,750 Maintenance & Repair Buildings & Ground Civic Center Civic Center -Regular Maintenance, 07413250-62320 Maintenance Maintenance & Repair Buildings & $7,500 Ground 06017641-62300 Water Water System Maintenance, $11,250 Contract Services -Professional 07317100-62300 Building Building Maintenance, Contract $100,000 Maintenance Services -Professional 01114403-62300 General Building and Facility, Contract $22,500 Services -Professional Sub -Total $178,750 FY 2021-22 Parks, Recreation and Community (July -June) 01113220-62300 General Services -Zoo, Contract Services- $25,000 Professional 01113250-62320 General Parks, Recreation and Community $25,000 Services -Park Facilities, 22B-2 Contracts Award for Contractor Plumbing Services October 20, 2020 Page 3 Fiscal Year Accounting Fund Accounting Unit, Account Amount Unit -Account# Description Description Maintenance & Repair Buildings & Ground Civic Center Civic Center -Regular Maintenance, 07413250-62320 Maintenance Maintenance & Repair Buildings & $10,000 Ground 06017641-62300 Water Water System Maintenance, $15,000 Contract Services -Professional 07317100-62300 Building Building Maintenance, Contract $100,000 Maintenance Services -Professional 01114403-62300 General Building and Facility, Contract $30,000 Services -Professional Sub -Total $205,000 FY 2022-23 Parks, Recreation and Community (July -Sept.) 01113220-62300 General Services -Zoo, Contract Services- $6,250 Professional Parks, Recreation and Community 01113250-62320 General Services -Park Facilities, $6,250 Maintenance & Repair Buildings & Ground Civic Center Civic Center -Regular Maintenance, 07413250-62320 Maintenance Maintenance & Repair Buildings & $2,500 Ground 06017641-62300 Water Water System Maintenance, $3,750 Contract Services -Professional 07317100-62300 Building Building Maintenance, Contract $25,000 Maintenance Services -Professional 01114403-62300 General Building and Facility, Contract $7,500 Services -Professional Sub -Total $51,250 Grand -Total $435,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director, Public Works Agency Exhibit 1: Abstract of Bids 22B-3 EXHIBIT 1 ABSTRACT OF BIDS CONTRACTOR PLUMBING SERVICES (20-118) Item Service Description 1. Journeyman Plumber Services: a. Regular Business Hours In. Holidays & Weekends c. Emergency After Business Hours d. Emergency Holidays & Weekends 2. General Helper & Cleanup Services: a. Regular Business Hours b. Holidays & Weekends c. Emergency After Business Hours d. Emergency Holidays & Weekends 3. Materials Markup: Markup Percentage from Contractor's Invoice Recommended Award: Multi -contractor award to three (3) companies with stipulation that competitive quotes will be requested for each project. Horizons Pro -Craft Construction, Verne's Plumbing, Construction Co. Inc. Inc. Orange, Ca Redlands, Ca Buena Park, Ca All figures are hourly $ 84.00 $ 144.00 $ 115.00 $ 126.00 $ 180.00 $ 172.50 $ 107.00 $ 180.00 $ 172.50 $ 126.00 $ 220.00 $ 230.00 $ 72.00 $ 86.00 $ 85.00 $ 99.00 $ 115.00 $ 127.50 $ 84.00 $ 115.00 $ 127.50 $ 99.00 $ 144.00 $ 170.00 10% 20% 15% 22B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: AWARD BLANKET PURCHASE ORDER CONTRACTS FOR ELECTRICAL CONTRACTOR SERVICES TO ES - ELECTRIC, INTER -PACIFIC, INC., M. BREY ELECTRIC, INC., AND WILLIAMS & MAHER, INC. IN AN ANNUAL AGGREGATE AMOUNT NOT TO EXCEED $205,000 FOR UP TO A FIVE-YEAR TERM (SPECIFICATION NO. 20-117) (GENERAL FUND AND NON - GENERAL FUND) /s/ Kristine Ridae CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 19111111111►1JIl qC7 RECOMMENDED ACTION Award blanket purchase order contracts for citywide electrical contractor services to ES -Electric, Inter -Pacific, Inc., M. Brey Electric, Inc., and Williams & Maher, Inc. for a two-year period beginning October 1, 2020, and expiring September 30, 2022, with provisions for three one-year renewal options exercisable by the City Manager, in an annual aggregate amount of $205,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City establishes an annual blanket order list consisting of vendors that provide services and materials that are required by agencies on a consistent basis. Electrical services are required at times by all City departments for general repairs, modifications and renovations. An Invitation for Bids for electrical contractor services, was advertised on September 1, 2020, on the City's online bid and management publication system. A summary of the Invitation for Bids and bids received is as follows: 377 Vendors notified 8 Santa Ana vendors notified 45 Vendors downloaded the bid packet 14 Bids received 1 Bid received from a Santa Ana vendor The bids were received and opened on September 22, 2020, and evaluated (Exhibit 1). Thirteen bids were determined to be responsive. The bids received from ES -Electric, Inter -Pacific, Inc., M. Brey Electric, Inc. and Williams & Maher, Inc. were the lowest responsive to specifications, meet 22C-1 Contracts Award for Contractor Electrical Services October 20, 2020 Page 2 the City's requirements and comply with prevailing wage requirements. Awarding to four bidders allows for competitive quotes on individual jobs and scheduling flexibility. Outreach Efforts The Purchasing Division advertised this project on the City's online bid management and publication system, which directly notified eight Santa Ana vendors. One Santa Ana vendor submitted a bid packet for consideration and is included in this blanket purchase order contract award. FISCAL IMPACT Funding in the amount of $410,000 for the initial two-year term ($205,000 annually) will be budgeted and made available in the accounts as specified in the table below. Funds for the three subsequent one-year renewal periods, if exercised, will be budgeted in future fiscal years in the same accounts. Fiscal Year Accounting Fund Description Accounting Unit, Account Amount Unit -Account# Description FY 2020-21 Parks, Recreation and (Oct. -June) 01113220 62300 General Community Services -Zoo, $18,750 Contract Services -Professional Parks, Recreation and 01113250 62320 General Community Services -Park $18,750 Facilities, Maintenance & Repair Buildings & Ground Civic Center Civic Center -Regular 07413250 62320 Maintenance Maintenance, Maintenance & $7,500 Repair Buildings & Ground 0601764162300 Water Water System Maintenance, $11,250 Contract Services -Professional 07317100 62300 Building Maintenance Building Maintenance, Contract $75,000 Services -Professional 01114403 62300 General Building and Facility, Contract $22,500 Services -Professional Total $153,750 FY 2021-22 Parks, Recreation and (July -June) 01113220 62300 General Community Services -Zoo, $25,000 Contract Services -Professional Parks, Recreation and 01113250 62320 General Community Services -Park $25,000 Facilities, Maintenance & Repair Buildings & Ground Civic Center Civic Center -Regular 07413250 62320 Maintenance Maintenance, Maintenance & $10,000 Repair Buildings & Ground 06017641 62300 Water Water System Maintenance, $15,000 Contract Services -Professional 07317100 62300 Building Maintenance Building Maintenance, Contract $100,000 Services -Professional 22C-2 Contracts Award for Contractor Electrical Services October 20, 2020 Page 3 Fiscal Year Accounting Fund Description Accounting Unit, Account Amount Unit -Account # Description 01114403 62300 General Building and Facility, Contract 30,000 Services -Professional Total $205,000 FY 2022-23 Parks, Recreation and (July -Sept.) 01113220 62300 General Community Services -Zoo, $6,250 Contract Services -Professional Parks, Recreation and 01113250 62320 General Community Services -Park $6,250 Facilities, Maintenance & Repair Buildings & Ground Civic Center Civic Center -Regular 07413250 62320 Maintenance Maintenance, Maintenance & $2,500 Repair Buildin s & Ground 06017641 62300 Water Water System Maintenance, $3,750 Contract Services -Professional 07317100 62300 Building Maintenance Building Maintenance, Contract $25,000 Services -Professional 01114403 62300 General Building and Facility, Contract $7,500 Services -Professional Total $51,250 Grand -Total 2-Year Term $410,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director, Public Works Agency Exhibit: 1. Bid Abstract 22C-3 ABSTRACT OF BIDS CONTRACTOR ELECTRICAL SERVICES (20-117) Williams & Maher ES- Electric Inter- Pacific, Inc. M. Brey Electric Item Service Description Santa Ana, Ca Riverside, Ca Tustin, Ca Beaumont, CA 1. Journeyman Electrician Services: All figures are hourly Regular Business Hours a. Mon -Fri 8:00am - 5:00pm $ 85.00 $ 95.00 $ 85.00 $ 114.00 IF. Holidays & Weekends $ 105,00 $ 120.00 $ 127.50 $ 147.00 2. Apprentice Electrician Services:: Regular Business Hours a. Mon -Fri 8:OOam - 5:00pm b. Holidays & Weekends 3. Materials Markup: Markup Percentage from Contractor's Invoice 'Non -Responsive Bid Recommended Award: Multi -contractor award to four (4) with stipulation that competitive quotes will he requested for each project. $ 57.00 $ 40.00 $ $ 75.00 $ 65.00 $ 15% 25% Embee Technologies Irvine, Ca 65.00 $ 64.76 97.50 $ 89.10 10% 5% 22C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVE AGREEMENT WITH IGOE ADMINISTRATIVE SERVICES FOR SECTION 125 PLAN ADMINISTRATION AND FLEXIBLE SPENDING ACCOUNT SERVICES (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER 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 RECOMMENDED ACTION Authorize the City Manager to execute an agreement with IGOE Administrative Services to provide Section 125 Plan Administration and Flexible Spending Account Services to employees effective January 1, 2021 with a yearly automatic renewal and a three-year rate guarantee, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 5, 2017, the City Council authorized the City Manager and Clerk of the Council to execute an agreement with Total Administrative Services Corporation (TASC), to provide Section 125 Plan Administration, Flexible Spending Account services, and Retiree Dental Billing, effective April 1, 2017 and until terminated. Keenan, the City's Benefits Broker, assisted in a market study to compare services and rates for Section 125 Plan Administrators and Flexible Spending Account providers. Two proposals were received from IGOE Administrative Services and Sterling Administrative Services. IGOE Administrative Services was selected to take over as the City's Section 125 Plan Administration and Flexible Spending Account Services. In the plan -takeover, IGOE Administrative Services will take over the administration of Section 125 Plan Administration and Flexible Spending Account Services from TASC effective January 1, 2021, with a yearly automatic renewal January 1, each year unless terminated effective upon thirty (30) days' notice to the other party. TASC will continue to provide administration of Retiree Dental Billing. The Section 125 Plan is part of the IRS code that enables and allows employees to take taxable benefits, such as healthcare benefits and convert them into nontaxable benefits. The City's Flexible Benefits Plan offers eligible employees to have pre-tax payroll deductions for certain healthcare and dependent care qualified expenses, and commuter expense reimbursement accounts. The City of Santa Ana currently has approximately 170 eligible employees participating in Section 125 Flexible Spending Accounts (FSA) per year. Employees enrolled in the FSAs can take advantage of dependent care FSA for an annual maximum of $5,000 for married couples filing taxes jointly and $2,500 for singles, and commuter expenses, such as public transportation fare and qualified 25A-1 Authorize Agreement with IGOE Administrative Services October 20, 2020 Page 2 parking expenses. Healthcare account funds not used in the calendar year are eligible to roll over into the next plan year for a maximum of $500. The City does not contribute to the employee's accounts; the employee pays for their contributions out of their paycheck. The City does pay a nominal administration fee on behalf of the employees to administer the plan. FISCAL IMPACT The IGOE Administrative Services agreement has a bundled rate which includes implementation and plans administration. There is a monthly flat rate of $4.00 per participant. This rate is guaranteed until December 31, 2023 (Exhibit 1 and Exhibit 2). Each year, approximately 170 eligible City of Santa Ana employees participate in the Section 125 Flexible Spending Accounts. The number of participants varies, as well as certain fees (e.g., $5 per manual enrollment, ACH Rejections, Reimbursement Reissuance) therefore a 10 percent contingency has been factored into the total cost. Funds are budgeted and available for Fiscal Year 2020-2021 in the Employee Group Insurance Fund, Insurance Payment Account (No. 08109053-64010) and will be budgeted every subsequent year thereafter. Account Unit - Accounting Unit- Fund Account Fiscal Year Account# Description Descri tion Amount Employee Group 2020-21 (Jan. Internal Service Insurance, Insurance 2021 to Jun. 2021) 08109053-64010 Fund Payment 4,500.00 Employee Group Internal Service Insurance, Insurance 2021-22 08109053-64010 Fund Payment 9,000.00 Employee Group Internal Service Insurance, Insurance 2022-23 08109053-64010 Fund Payment 9,000.00 Employee Group 2023-24 (Jul. 2023 Internal Service Insurance, Insurance to Dec. 2023) 08109053-64010 Fund Payment 4,500.00 Total 27,000.00 Fiscal Impact Verified By: Kathryn Down, CPA, Executive Director — Finance and Management Services Agency Submitted by: Steven V. Pham, Executive Director — Human Resources Department Exhibits: 1. IGOE Spending Account Services Agreement 2. IGOE Business Associate Agreement 25A-2 'DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE IGOE ADMINISTRATIVE SERVICES EXHIBIT 1 Spending Account Administrative Services Agreement Prepared for City of Santa Ana The terms of this contract reflect the business practices of Igoe Administrative Services and are not negotiable. Igoe Administrative Services promotes a fair and equal business practice and as a result extends the same services, allocation of responsibilities, and liability statements to all clients. j 1GCE ,n NiVy,n\II\I ,i pV'T\ City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 1 25A-3 DocuSign Envelope ID: CFCE3443-EF37-4FD4-BDCD-D85D559F77AE Recitals The Spending Account Administrative Services Agreement (Agreement) is entered into as of the Effective Date defined in Section 2.a herein, by and between Igoe & Company Incorporated, dba Igoe Administrative Services (Contract Administrative Firm) with principal offices at 10905 Technology Place, Suite A, San Diego, CA 92127 and City of Santa Ana (Client) with principal offices at 20 Civic Center Plaza, Santa Ana CA 92701. The Contract Administrative Firm and the Client, however otherwise designated, collectively are referred to herein as the "Parties". The Parties mutually agree and acknowledge that: • Igoe provides a variety of administrative services to employers, including services related to the following types of spending accounts offered independently or as part of a cafeteria/flexible benefit plan under Internal Revenue Code (Code) § 125; • Medical Care Reimbursement Account (MCRA) — also referred to as medical or health flexible spending account (FSA) under Code § 105; • Dependent Care Reimbursement Account (DCRA) under Code § 129; • Limited Purpose Reimbursement Account (LPRA) —also referred to as a limited purpose medical or health FSA (LPFSA) under Code § 125 • Premium Reimbursement Account (PRA) based on Revenue Ruling 61-146; • Health Reimbursement Account (HRA) based on Revenue Ruling 2002-41; • Transit Reimbursement Account (TRA) under Code § 132; • Parking Reimbursement Account (PRA) under Code § 132 • As of the Effective Date set forth in 2.a or, if later, the specific service effective date(s) as set forth in Exhibit B, Client wishes to engage Contract Administrative Firm to provide services related to spending accounts as identified in Exhibit B to this Agreement, which for the purposes of this Agreement collectively shall comprise and be referred to as the "Client's Spending Account Program". • With regard to the Client's Spending Program as defined above, in consideration for the fees and charges detailed in Exhibit A to this Agreement, the Contract Administrative Firm hereby agrees to provide said administrative services to the following terms and conditions. a- /iGOE \IIM111 t 14111-\II\f 4111{I114 City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 2 25A-4 DocuSign Envelope ID: CFCE3443-EF37-4FD4-80CD-D85D559F77AE 1. Terms and Conditions a. Spending Account Services — Contract Administrative Firm Duties i. In accordance with the terms of this Agreement, including language specific to each component of Client's Spending Account Program as identified in Exhibit B to this Agreement, but excluding language pertaining to components not selected as part of the Client's Spending Account Program or components selected by Client but administered by a third party firm other than Igoe, or by Client itself, the Contract Administrative Firm shall provide the following administrative and clerical functions: 1. The Contract Administrative Firm shall consult with the Client on the design of the Client's Spending Account Program. The Contract Administrative Firm shall provide the Client with the following sample documentation in order to initiate the administrative function; a. Data collection forms and/or annual client verification forms that outline the specific details of the Client's Spending Account Program; b. Sample Spending Account documentation corresponding to the component reimbursement accounts comprising Client's Spending Account Program for review and potential adoption by the Client in its capacity as the Plan Administrator/Plan Sponsor as defined by the Employee Retirement and Securities Act of 1971 (ERISA) § 3(16) if applicable; c. Sample written summaries of the reimbursement accounts comprising Client's Spending Account Program explaining the rights and responsibilities of participants thereunder for review and potential adoption by Client in its capacity as the Plan Administrator/Plan Sponsor as defined by ERISA § 3(16) if applicable; d. A master set of spending account participant (Participant) communication and enrollment materials, if applicable, including: i. Election forms to be used during the enrollment process; and ii. Electronic file transfer specifications; and iii. Reimbursement request forms, which include instructions for filing requests. The Client is not required to use the sample election forms or enrollment materials provided, subject to review by the Contract Administrative Firm. The Contract Administrative Firm J- /GOE .... City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 3 25A-5 DocuSign Envelope ID: CFCE3443-EF37-4FD4-BDCD-D85D559F77AE makes no warranties or representations regarding adequacy of alternate materials. Additional fees may apply if the Client uses alternate materials that have not been reviewed and approved by the Contract Administrative Firm and result in custom data entry. Such fees must be provided in writing by the Contract Administrative Firm and agreed to in writing by the Client before such materials will be submitted for data entry by the Contract Administrative Firm. Electronic file transmissions must meet the Contract Administrative Firm's file specifications. 2. The Contract Administrative Firm will process reimbursement requests, including the provision of written instructions to Participants for re- submitting reimbursement requests in instances where required information may be missing. In the event of an appeal by a Participant, the Contract Administrative Firm agrees to reimburse expenses based on a final, written approval by the Client. 3. The Contract Administrative Firm will use a designated checking account owned and managed by the Client ("Funding Account") for the purpose of funding the following Spending Account activity as applicable: a. All daily cumulative Benefits Card (Card) transactions via Automated Clearing House (ACH) transfer from the Funding Account directly to the Card provider b. All daily cumulative Participant direct deposit transactions via ACH from the Funding Account directly to the Card provider. c. All weekly manual (check) Participant reimbursements accumulated during the previous week and disbursed from a designated account owned and operated by the Contract Administrative Firm. Such reimbursements are produced daily as applicable. The Contract Administrative Firm will process an ACH on a designated day of the week equal to the amount of funds disbursed by the Contract Administrative Firm during the previous week, unless other arrangements have been made allowing the Client to push such funds to the Contract Administrative Firm. If a fund push is approved, funds must be received by the Contract Administrative Firm on a designated day of the week. Should funds not be received by the designated day of the week, the Contract Administrative Firm will automatically pull funds from the Funding Account via ACH and additional processing fees will apply as listed in Exhibit A. a DUDE n1lhlFi n-\i �tl 4tln iil� City of Santa Ana Spending Account Administrative services Agreement Client Initials: PEPM17 Page 4 25A-6 CocuSign Envelope ID: CFCE3443-EF37-4FD48DCD-D85D559F77AE 4. The Contract Administrative Firm will provide a check register or similar written report to the Client for all transactions posted during each reimbursement processing. 5. The Contract Administrative Firm will provide an electronic notification if the Client contracts Card services and a Participant uses his/her Card for a transaction that falls outside of the Card parameters set forth by the Internal Revenue Service (IRS). If no response is received within 14 days, a second request for substantiation will be sent. If no response is received within 7 days of this second request, the Card may be deactivated and the expense will be deemed ineligible. Once a transaction is deemed ineligible, resolution is required and can be made through one of the following methods: a. Submission of adequate receipts as substantiation to the Contract Administrative Firm within the corresponding plan year. Upon receipt, the transaction will be approved therefore reactivating the Card (if applicable); b. Refunding the applicable reimbursement account on an after- tax basis equal to the amount of the transaction. This refund must be made in accordance with the Client's internal policies. The Contract Administrative Firm will reverse the ineligible transaction and release the associated funds for future use upon written notification from the Client. c. A written report outlining unresolved and therefore ineligible transactions will be provided to the Client on a monthly basis. At the end of the plan year, all remaining ineligible transactions must be added to the Participant's W-2 as taxable income. 6. The Contract Administrative Firm will conduct at least one set of non- discrimination testing per component reimbursement account per year, if applicable, based on information provided in writing by the Client and will provide the Client with written interpretation of such testing following each enrollment period. Additional non-discrimination testing can be provided upon written direction. Additional fees may apply if additional testing is required based on the Client's failure to provide adequate and accurate information as requested in writing by the Contract Administrative Firm. 7. The Contract Administrative Firm will provide a written year-to-date report of reimbursement account balances, reimbursements paid, and scheduled payroll contributions (if applicable) for all Participants on a monthly basis. 8. The Contract Administrative Firm will attend any audit of hearing by a government agency or bureau regarding compliance issues directly J /GDE Cityof Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 5 25A-7 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE pertaining toad min istrative services performed by the Contract Administrative Firm during the Term of this Agreement and will provide any and all requested documents in their possession. 9. The Contract Administrative Firm will respond to inquiries from the Client and their Participants including, but not limited to, available account balances, reimbursement request submission and appeals procedures. The Contract Administrative Firm will not provide legal advice. The Contract Administrative Firm will defer inquiries to the Client if the Participant has indicated intent to involve legal representation. b. Client Responsibilities i. In accordance with the terms and conditions of this Agreement, the Client agrees to the following: 1. The Client Agrees that the Contract Administrative Firm is willing to perform the services described in this Agreement, provided that the Contract Administrative Firm shall not constitute or be deemed or construed to constitute the Plan Administrator or Plan Sponsor with respect to the Client's Spending Account Program or any component thereof, within the meaning of ERISA § 3(16), to the extent applicable. The Client agrees that this responsibility is, and remains, that of the Client or its designee. 2. The Client shall administer the Reimbursement Program or appoint a person or committee to administer the Program. 3. The Client agrees that, except as expressly set forth herein, the Contract Administrative Firm shall not be a Fiduciary, as such term is defined in ERISA § 3(21), of the Client's Spending Account Program or any component thereof. The Client agrees that this responsibility is, and remains, that of the Client. Further, the Client agrees that the Contract Administrative Firm, at no time, holds plan funds or assets and acts solely at the discretion of the employer. 4. The Client understands and acknowledges that the Contract Administrative Firm is responsible only for providing services specifically allocated to the Contract Administrative Firm in this Agreement, and only with regard to the component reimbursement accounts that together comprise the Client's Spending Account Program, as further specified by the attached Exhibit B and in accordance with the RECITALS to this Agreement. If the Client wishes to engage the Contract Administrative Firm for additional services such request must be presented in writing for the Contract Administrative Firm's review. If such services are available, the Contract Administrative Firm will J IGDE City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 6 25A-8 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE present its fees and terms in writing and will require written agreement of such fees and terms by the Client before said services are performed. 5. The Client agrees to notify the Contract Administrative Firm if the Client has contracted a third party vendor for electronic enrollment and intends to have said third party vendor electronically transmit enrollment data. a. The Client agrees that electronic data must conform to the Contract Administrative Firm's file specifications and that data fee establishment and testing fees may be incurred. Such fees must be presented in writing by the Contract Administrative Firm and agreed to by the Client before testing begins. b. The Client agrees that the Contract Administrative Firm will process electronically transmitted files as received without question. If corrections are needed, such corrections must be provided by the Client in writing and will serve as authorization to perform system corrections and charge applicable administrative fees as set forth in Exhibit A. 6. The Client agrees that it is responsible for the timely review and final approval, execution and implementation of sample Reimbursement Account documentation, if applicable, provided by the Contract Administrative Firm. If the sample Reimbursement Account documentation is not executed and implemented, the Client agrees that it is responsible upon adoption of alternative documentation to provide a copy of the same to the Contract Administrative Firm upon request. The Client agrees that the Contract Administrative Firm makes no warranties or representations regarding the adequacy of sample Reimbursement Account documentation under the Code of other applicable laws. 7. The Client agrees to provide sample written summaries of the component reimbursement accounts to each Participant upon enrollment thereunder and to communicate any changes which may be made to the Client's Spending Account Program and/or the written summaries of same if required. B. The Client will establish and authorize the Contract Administrative Firm access via ACH to a Funding Account for the purpose of funding the following Spending Account activity as applicable: a. All daily cumulative daily Benefits Card (Card) transactions via Automated Clearing House (ACH) transfer from the Funding Account directly to the Card provider b. All daily cumulative Participant direct deposit transactions via ACH from the Funding Account directly to the Card provider. 1G�lE \I11ISI411111\I �111\IIL4 City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 7 25A-9 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE c. All weekly manual (check) Participant reimbursements accumulated during the previous week and disbursed from an account owned and operated by the Contract Administrative Firm. The Contract Administrative Firm will process an ACH on a designated day of the week equal to the amount of funds disbursed by the Contract Administrative Firm via check during the previous week, unless other arrangements have been made allowing the Client to push such funds to the Contract Administrative Firm. If a fund push is approved, funds must be received by the Contract Administrative Firm on a designated day of the week. Should funds not be received by the designated day of the week, the Contract Administrative Firm will automatically pull funds from the Funding Account via ACH and additional processing fees will apply as listed in Exhibit A. 9. The Client will ensure that the Funding Account has adequate funds to support transactions described in Section 1.b.8.c. Should the Funding Account not be adequately funded, additional fees will be charged pursuant to Exhibit A. Further, the Contract Administrative Firm reserves the right to cease all reimbursement activity immediately until all funds, including administrative fees owed, are available and paid to the Contract Administrative Firm. Further, the Contract Administrative Firm reserves the right to require that all check reimbursements be made directly from a Client owned bank account using MICR specifications and an authorized Client signature. 10. The Client shall report all Participant terminations and all qualifying change in status events in a written format, including all requested information, to the Contract Administrative Firm prior to the first affected payroll date. Such notice must contain the effective date of the change, the first pay date affected, the new payroll contribution amount, and the new annual election amount (if applicable). Should this information not be provided in a complete or timely manner, the Client agrees to pay any resulting administrative fees which may be incurred in order to process retroactive adjustments to payroll contributions or reimbursement claims processed in error as set forth in Exhibit A. 11. The Client is responsible to review all reporting provided by the Contract Administrative Firm in a timely manner and must provide any corrections in writing. Should such corrections not be identified in a timely and complete manner, the Client agrees to pay any resulting administrative fees required to process such corrections as set forth in Exhibit A. 12. The Client agrees to provide to the Contract Administrative Firm, upon each open enrollment period, all required data necessary to perform non-discrimination testing if required. The Client agrees to report any changes to the Contract Administrative Firm which may affect the ua--. - c IWDG Aannmisxannvc srnvnvs City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 8 25A-10 DocuSigp Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE qualification of the Plan for meeting non-discrimination requirements. In addition, the Client agrees to initiate any action required in the event that one or more component benefit programs are reported as discriminatory. If the Client requests additional non-discrimination testing services, the Client will be responsible for updating all data necessary to conduct said testing and agrees to pay resulting administrative fees as set forth in Exhibit A, if applicable. 13. The Client shall retain documentation relating to its Reimbursement Program operations that may be requested in an IRS or Department of Labor audit - including, but not limited to: non-discrimination testing information, executed copies of reimbursement account documentation, Salary Redirection Agreements (e.g. Enrollment Forms), Amendments, Resolutions adopting the Reimbursement Program, and Form 5500s (if applicable), for seven years after the close of each "Plan Year" with respect to the Program, as such term is defined under ERISA §3(39), if applicable. 14. The Client shall ensure that only common law employees participate in the Reimbursement Program [employees of companies described in Code §414 (b), (c) or (m) and listed in the Plan as participating affiliates may also participate] and to ensure that the terms of its documentation are properly enforced. Client solely is responsible for determining whetheror not it is a component memberof a controlled group, common control group, or affiliated service group, under Code § 414(b), (c), or (m) and for the consequences, under ERISA and the Code, of such status. 15. The Client agrees that, unless alternate arrangements have been made with the Contract Administrative Firm's approval, payment for services performed will be taken directly from the Funding Account as defined in Section 1.a.i.3 and 1.b.i.8 herein, in accordance with Exhibit A. Fees will be assessed on or about the first day of the month in which services are being provided. If the Client is still completing open enrollment during a billing month, fees associated with participation counts will be estimated. In these cases, adjustments will be made as necessary during the next month's billing cycle. Unless alternate arrangements have been made with the Contract Administrative Firm's approval, payment for fees will be drawn from said account via an ACH transaction no later than the 20t1, of the applicable billing month. A written statement of such fee assessments and ACH activity will be provided by the Contract Administrative Firm at least 2 business days prior to when the ACH is initiated. Administrative fees set forth in Exhibit A are subject to review by the Contract Administrative Firm upon expiration of the Rate Guarantee Period defined in Exhibit A. The Contract Administrative Firm must give written notice to the Client regarding any change in fees at least sixty (60) days prior to the expiration of the Rate Guarantee Period. 16. The Client Agrees that if the Card is contracted and Participant uses his/her Card for a transaction that falls outside of the Card parameters set forth by the IRS, the Contract Administrative Firm will send a written J /GDE .,„...s............ "' City of Santa Ana Spending Account Administrative Services Agreement Clientlnitials: PEPM17 Page 9 25A-11 DocuSign Envelope ID: CFCE3443-EF374FD4-8DCD-D85D559F77AE notice to the Participant. If no response is received within 14 days, a second request for substantiation will be sent. If no response is received within 7 days of this second request, the Card may be deactivated and the expense will be deemed ineligible. Once a transaction is deemed ineligible, resolution is required and can be made through one of the following methods: a. Submission of adequate receipts as substantiation to the Contract Administrative Firm within the corresponding plan year. Upon receipt, the transaction will be approved therefore reactivating the Card (if applicable); b. Refunding the applicable reimbursement account on an after- tax basis equal to the amount of the transaction. This refund must be made in accordance with the Client's internal policies. The Contract Administrative Firm will reverse the ineligible transaction and release the associated funds for future use upon written notification from the Client. c. A written report outlining unresolved and therefore ineligible transactions will be provided to the Client on a monthly basis. At the end of the plan year, all remaining ineligible transactions must be added to the Participant's W-2 as taxable income. 17. The Client agrees that, at any time during the Term of the Agreement as defined herein, if it should file in the United States for debt relief or reorganization of any type, all services from the date of the filing forward may terminate immediately. The Client further agrees that it is its responsibility to ensure that written notification of filing for debt relief or reorganization of any type is provided to the Contract Administrative Firm in a reasonable timeframe. 18. The Client agrees that in the event of an acquisition or merger that it is its responsibility to ensure that written notification is provided to the Contract Administrative Firm in a reasonable timeframe. The Client further agrees to provide all information as requested and in a timely mannerto assist the Contract Administrative Firm in identifying aspects of current administration that may be impacted or require alteration as a result of an acquisition or merger, including but not limited to an amended Agreement, amended specimen reimbursement account documentation, and system adjustments. Client solely is responsible for determining whether or not, as a result of an acquisition, merger, or other business transaction it is a component member of a controlled group, common control group, or affiliated service group, under Code 4 414(b), (c), or (m) and for the consequences, under ERISA and the Code, /GOE City of Santa Ana Spending Account Administrative services Agreement Client Initials: PEPM17 Page 10 25A-12 DowSign.Envelope ID: CFCE3443-EF37-4FD48DCD-D85D559F77AE of such status. Additional fees to support required changes may apply as set forth in Exhibit A. 19. The Client agrees to accurately complete a data collection/client verification form in a reasonable timeframe, as supplied by the Contract Administrative Firm, upon implementation or renewal of one or more component reimbursement accounts. The Client agrees that these forms will delineate the Contract Administrative Firm's services under this Agreement and will be specifically identified in Exhibit B. Further, the Client agrees that any changes to the information supplied on these forms may only be made in writing and are only effective when acknowledged by the Contract Administrative Firm in writing. Additional fees may be incurred for any retroactive changes made after the Client has submitted completed forms or for any changes which may be requested mid -year (after the open enrollment period). 2. Term and Termination a. Effective Date. This Agreement shall be effective as of the date of the last signature on this Agreement (the "Effective Date"), however component reimbursement accounts may be subject to a later effective date as set forth in the RECITALS to this Agreement. b. Term. The term of this Agreement begins on the Effective Date and shall last until terminated pursuant to the terms hereof (the "Term"). c. Termination Without Cause. Either Party may terminate this Agreement without cause effective upon thirty (30) days written notice to the other Party. d. Mutual Termination. The Parties may terminate this Agreement by mutual written agreement. e. Termination Upon Insolvency or Bankruptcy. Either Party may terminate this Agreement effective immediately upon written noticeto the other Party in the event that such other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under bankruptcy or insolvency law which does not result in a reorganization. In the event that a Party experiences an event described in this Section 2(e), such Party will make a good faith effort promptly to notify the other Party of the event so as to allow that other Party to terminate this Agreement pursuant to this Section. f. Termination Due to Bad Acts. Either Party may terminate this Agreement effective immediately upon written notice to the other Party in the event that such other Party, or any of its officers, owners, agents or employees, engages in conduct giving rise to a good faith belief that such Party, or any of its officers, owners, agents or employees, has engaged in misrepresentation, gross negligence, fraud or embezzlement. If a Party becomes aware of such conduct by any of its officers, owners, agents or employees, it will make a good faith effort promptly to notify the other Party of such conduct so as to allow that other Party to terminate this Agreement pursuant to this Section. g. Termination Due to Non -Payment. In the event of Client non-payment, this Agreement shall terminate on the date that is thirty (30) days after the Contract It /GOE City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 11 25A-13 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE Administrative Firm suspends services for nonpayment by the Client, provided that the Contract Administrative Firm provides written notice of such suspension to the Client and the Client fails to pay fees in arrears as set forth is Exhibit A, by the required due date. The Client is considered to have reached "nonpayment" status 30 days after written notice is provided outlining applicable administrative fees and payment for such fees has not been made. The Contract Administrative Firm will provide written notice if the Client is in "non-payment" status outlining a minimum fifteen (15) day cure period before suspending future services as outlined herein. h. The Parties' Respective Rights and Obligations Upon Termination. i. In the event of termination of this Agreement, the Contract Administrative Firm will place a stop payment on all participant reimbursements that have not cleared within thirty (30) days of the termination date. All funds associated with the stop payment (minus processing fees as outlined in Exhibit A) will be returned to the Client within sixty (60) days of the termination date. Further, the Contract Administrative Firm will forward a written report outlining all reimbursements still owed to the Participant as a result of this activity so that payment can be processed by the Client or the Client's designee. ii. In the event of termination of this Agreement, and upon request by the Client, the Contract Administrative Firm will assist in a smooth transition of services and records to the Client or its designated service provider, provided that such documentation complies with the Contract Administrative Firm's current written report format or electronic file specifications and, solely with regard to Client's reimbursement accounts listed on Exhibit B that comprise "group health plans" for purposes of compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 ("HITECH), subject to the provisions regarding retained "Protected Health Information" or "PHI" (as defined in the Parties' Business Associate Agreement), and including, as used herein, electronic PHI or "ePHI") in the Parties' Business Associate Agreement. iii. If the Contract Administrative Firm performs any post -termination services pursuant to this Agreement, the Client agrees to pay the Contract Administrative Firm fees or other charges on the same basis as if the Agreement had continued in effect for the period during which such services are performed. 3. Miscellaneous -Definitions a. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. b. Assignability. This Agreement and the rights, benefits, privileges, duties and responsibilities of the Parties hereto may not be assigned by any Party hereto without the prior written consent of the other Party hereto. c. Audits. The Contract Administrative Firm agrees that the Client and its representatives shall have the right, upon reasonable written notice, to conduct audits of the Contract Administrative Firm relating to the provision of services set forth in this Agreement at the Client's expense. Audits shall be performed during normal working hours. Fees d - /GDE \I I�IIMSIf1\11\I. SI II\I114 City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 12 25A-14 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE associated with an audit must be provided in writing by the Contract Administrative Firm to the Client and agreed to by both Parties in writing before said audit is conducted. d. Availability of Counsel. All Parties hereby acknowledge that they have read this Agreement in its entirety and have, to the extent to which they deem necessary, consulted with counsel before executing this Agreement. e. Binding Nature of Agreement. This Agreement is binding upon signature by both Parties and shall inure to the benefit of the heirs, executors, successors and assignors of the Parties hereto. f. Complete Agreement. With the exception of the Business Associate Agreement between the parties, this Agreement and all accompanying Exhibits constitute the complete Agreement of the Parties regarding its subject matter and replace and supersede any prior written or oral agreement between the Parties regarding its subject matter. g. Confidentiality. i. The Parties mutually acknowledge and agree that in performance of this Agreement, each Party and its employees has and will continue to disclose to the other Party Confidential Information (as defined below) including but not limited to information relating to the Client's personnel and their employment status, and the Contract Administrative Firm's proprietary service model and materials, and that each is bound to maintain the confidentiality of such Confidential Information during the Term of this Agreement and at all times afterward, absent a legal duty to disclose or the express written authorization to do so obtained from the Party to whom the information pertains or belongs; provided however, that each Party may disclose Confidential Information of the other Party or its employees to its own representatives who need to know such information and are bound by obligations of confidentiality and non-use consistent with those set forth herein. Confidential Information shall not be used for any purpose other than performance of this Agreement or otherwise in furtherance of the purposes of this Agreement. ii. For purposes of this Section 3(g), Confidential Information is any information identified by either Party to the other as confidential and/or proprietary (or words of similar import) or which reasonably should be considered confidential, including but not limited to information regarding the Parties' respective businesses or finances. Confidential Information does not include information which: (a) becomes generally available to the public other than as a result of a disclosure by the receiving party, its representatives, or its agents; (b) was available to the receiving party on a non -confidential basis prior to its disclosure hereunder by the other party or its employees or agents; (c) becomes available on a non -confidential basis from a third -party source provided that such third party source is not bound by a confidentiality agreement with the disclosing party; or (d) is independently developed by the receiving party without the use of, or reference to, the disclosing party's Confidential Information. iii. With regard to "protected health information," as that term is defined in the Parties' Business Associate Agreement and under HIPAA, the Parties mutually agree to the additional privacy and security limitations set forth in the Business Associate Agreement. If there is a conflict between this Agreement and the Business Associate Agreement regarding information that can be classified as AGUE City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 13 25A-15 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-085D559F77AE Protected Health Information, the terms of the Business Associate Agreement will control to the extent necessary for full compliance under HIPAA. h. Construction and Severability. The captions of this Agreement and its paragraphs and subparagraphs are for the convenience of the Parties only and shall not be taken in account in the construction and interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other gender, the singular may include the plural, and vice versa as the context may require. The terms of this Agreement are severable; should any portion of this Agreement be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement and this Agreement shall be construed and interpreted as though such invalid or unenforceable provision was not contained herein. i. Force Majeure: Neitherthe Contract Administrative Firm nor the Client will be deemed to be in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business from the Contract Administrative Firm's vendors or other parties, including Intranet or Internet access, or any change in or the adoption of any law, judgment or decree (each, a "Force Majeure Event"). In the event that a Force Majeure Event prevents the Client or its designee from making a payment when due, the Contract Administrative Firm shall be excused from performance under this Agreement from the date on which such payment becomes delinquent until the date on which such payment is made. j. Independent Contractor. The Contract Administrative Firm's relationship with the Client is that of independent contractor and nothing in this Agreement shall be construed as creating the relationship of employer or employee between the Client and officers, employees, or agents of the Contract Administrative Firm or the relationship of a partnership orjointventure between the Parties. k. Modifications. This Agreement may not be modified or amended except by the Parties to this agreement by means of written modification or amendment of this Agreement or their legal successors in interest. 1. Notices. All notices required hereunder shall be in writing and provided by electronic mail and will be considered received as of the date of the electronic transmission. Notices to the Client shall be sent to the daily contact on file with the Contract Administrative Firm. Notices to the Contract Administrative Firm shall be sent to the daily contact on file with the Client. Both Parties agree that they are responsible for ensuring that such Notices are forwarded to the appropriate internal personnel for handling. If additional information is needed to take action related to a Notice, a request must be made in writing outlining all specific requirements and instructions and provided by electronic mail. m. Recordkeeping. i. The Contract Administrative Firm shall maintain records it creates or receives pursuant to this Agreement, including but not limited to notifications, correspondence and other records, for the lesser of (a) the Term of this Agreement or (b) seven (7) years following the date that the Contract a City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 14 25A-16 DocuSign Envelope 10: CFCE3443-EF37-4FD4-80CD-D85D559F77AE Administrative Firm created or received the record. The Contract Administrative Firm will deliver copies of such records to the Client or its designee within thirty (30) days of (a) termination of this Agreement, or (b) the Contract Administrative Firm's receipt of the Client's written request for the records. ii. The Contract Administrative Firm reserves the right to retain at its own expense, beyond the period defined in Section 4(m)(i), digital files containing records it created or received pursuant to this Agreement, subject however to the express provisions of Section 4(g), Confidentiality, and, to the extent such digital files contain PHI, the provisions of the Business Associate Agreement regarding maintenance of PHI when return or destruction of such PHI is infeasible. Ill. The requirements of this subsection shall survive termination of this Agreement and shall remain in effect for so long as the required period of record maintenance lasts. Standard of Care. The Contract Administrative Firm will use reasonable care and due diligence in the performance of the duties contained in this Agreement, including the selection and retention of subcontractors and agents engaged by Contract Administrative Firm to assist in performance of its duties under this Agreement. It shall not be considered a breach of this Agreement if the Contract Administrative Firm refuses to perform services generally required under this Agreement if the manner in which the Client requires such services to be performed is inconsistent with the Contract Administrative Firm's standard of care, or requires material changes to the Contract Administrative Firm's existing operating procedures. o. Subcontractors and Agents. The Contract Administrative Firm will ensure that the Standard of Care as outlined in Section 3(n), and the privacy and security duties under HIPAA (as amended by HITECH) that are outlined in Section 3(g)(iii) are upheld by any subcontractor or agent engaged for the purpose of providing services as outlined in Section 1 and will further ensure that any such subcontractor or agent will comply with applicable terms of this Agreement, including without limitation, Section 3(g). Disclosure of subcontractor or agent relationships in existence as of the Effective Date or later will be made by the Contract Administrative Firm upon the written request of the Client. p. Survival. Notwithstanding any provision herein to the contrary, the Parties' obligations under Sections 3(g) and 5 shall survive termination of this Agreement. q. Warranties. No representations or warranties have been provided by any Party to this Agreement except as specifically set forth in this Agreement. r. Venue in the Event of Legal Dispute. Should either Party institute legal action to enforce its rights under this Agreement, the venue shall be in San Diego County, State of California, and the prevailing party in such action shall be entitled to recover reasonable attorney's fees and costs. 4. No Trust Created. Notwithstanding any provision herein to the contrary, the Contract Administrative Firm and the Client agree and acknowledge that any funds submitted by the Client or any other individual or entity to the Contract Administrative Firm in accordance with this Agreement: (1) are and shall remain the general assets of the Client; (2) are not "plan assets" within the meaning of ERISA, without regard to whether ERISA applies to the reimbursement accounts at issue; (3) were never held in an account, fund or trust bearing the name of a Client component reimbursement a AGUE „. �"',"" City of Santa Ana Spending Account Administrative Services Agreement Client initials: PEPM17 Page 15 25A-17 DocuSign Envelope ID: CFCE3443-EF37-4FD4-80CD-D85D559F77AE account, Reimbursement Program or any participants or beneficiaries thereof; and (4) shall always remain subject to the claims of the Client's creditors. The Client further understands that the Contract Administrative Firm is not responsible for satisfying any applicable trust requirements solely because funds are transmitted to the Client in accordance with this Agreement by either the Client, or individuals who currently are or formerly were employed by the Client. 5. Indemnification. a. The Client shall indemnify, defend and hold harmless the Contract Administrative Firm, its affiliates, directors, officers, owners, employees and subcontractors from any claim, expense, loss, damage, settlement, judgment, penalty or liability including reasonable attorney's fees and court costs (individually and collectively, "Claims') resulting in any way from or arising out of the Client's performance of or failure to perform its duties under this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by the Client, its employees, owners, officers, directors, or subcontractors. b. The Contract Administrative Firm shall indemnify, defend and hold harmless the Client, its affiliates, directors, officers, owners, employees, and subcontractors or any of them from any claim, expense, loss, damage, settlement, judgment, penalty or liability, including reasonable attorneys' fees and court costs (individually and collectively, "Claims') resulting in any way from or arising out of the Contract Administrative Firm's performance of or failure to perform its duties under this Agreement, including, without limitation, Claims resulting from or arising out of acts or omissions by the Contract Administrative Firm, its employees, owners, officers, directors, or subcontractors. 6. Signature The Parties to this Agreement consent and agree to all of its provisions and by their signatures cause this Agreement to become effective on the Effective Date. Client: Sign: Print: Kristine Ridge Contract Administrative Firm: o uskn" by: Sign: i+7olCT:".G"' A21979ASBF118409_. Print: Laura K. McKinlav Title: City Manager Title: President/CEO 9/14/2020 Date: Date: Attest: Approved as to form: Sonia R. Carvalho, City Attorney Xco�A.R Daisy Game Clerk of Council Laura A. Rossini Acting Chief Assistant City R mmen ed for approval Attorney 4- AGUE visimi.ix cm, .unni. Steven V.P1 n City of Santa Ana Spending Account Administrative Services Agreement Executive Di ctor of Human Client Initials: PEPM17 Resources Page 16 25A-18 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE Exhibit A: Spending Account Services Fee Guarantee Period Begins on the Effective Date and ends December 31, 2023 Annual Anniversary Date: January 15t 1 Minimum Monthly Fee: $100 FSA (Section 125 Services) 2 & Commuter Benefit Administration3 FSA administration includes Limited and Full Purpose Health FSA and Dependent Care Assistance Plans. Commuter administration includes Qualified Transportation and Parking Plans. Commuter program design requirements apply!. Bundled rate. Monthly Participation Rate: $4.00 per participant per month Included Services List: These services are part of all Spending Accounts unless expressly indicated below. ✓ Implementation • Plan Configuration Support • Initial EDI Testing ✓ Client Relations Manager (CRM) ✓ Benefit Card Administrations (card stacked for multiple plans) ✓ Claim Review ✓ Client & Participant Portals ✓ Daily Reimbursement Remittance ✓ Direct Deposit Reimbursement ✓ Electronic Eligibility Updates ✓ Employer Reporting - scheduled and on demand ✓ Enrollment Processing and Eligibility Updates' ✓ FDIC Insured 'Once the Fee Guarantee Period expires, fees will renew as is on an annual basis unless new fee offerings are presented in writing 60 days prior to the Annual Anniversary Date. 'Participation fees are assessed by Plan Year and will remain billable until the Plan year has closed administration. Section 125 Services include standard and limited Health Flexible Spending Accounts as well as Dependent Care Reimbursement Account administration. A participant is billable as long as they are enrolled in at least one of the aforementioned account types. Igoe reserves the right to increase the monthly participation rate at any time due to increases in Federal Postage rates, changes to Federal legislation governing the provision of these services, or as a result of CPI adjustments (not to exceed 3%annually). 'The per participant fee is bundled across all commuter elections offered. Igoe reserves the right to Increase the monthly participation rate at anytime due to increases in Federal Postage rates, changes to Federal legislation governing the provision of these services, or as a result of CPI adjustments (not to exceed 3 % annually). 4Fot files received prior to the administrative effective date 'Includes 2 benefit cards per account (both initial cards and cards renewed due to standard card expiration) aEnrollment and Account Updates that require manual entry by an Igoe Associate are subject to a processing fee — please refer to the Billable Services List. 7 unnni,nwnv a i�� n i . City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 17 25A-19 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE ✓ Fund Rollover (FSA Carryover, HRA and Commuter) ✓ Investment Options (HSA only) ✓ Participant Call Center Support - Domestically Based ✓ Participant Communications & Alerts (Real Time) • Communications are in electronic format • Account Statements are emailed monthly • Year-end tax statements (HSA only) ✓ Participant Mobile App ✓ Plan Document and Summary Plan Descriptions (fees apply if such documentation is not required for Plan compliance) Included Annual Services List: ✓ Non-discrimination Testing (NDT) (provided such testing is required for compliance of spending accounts administered by Igoe) ✓ Open Enrollment Processing' Billable Services List — Not Included This list outlines services that are not included in the Monthly Participation Rate. Fees based on time and ability will be presented to the Client by means of a written proposal (statement of work) and must be agreed to before such services are provided. Postage expenses are calculated using the official Federal USPS postal rate as of the time of the mailing. ✓ Benefit Cards • Cards in excess of the 2 card per participant limit: $5.00 per • Lost/Stolen/Damaged Replacement Cards: $5.00 per ✓ Benefit Fair and/or Open Enrollment Meeting Attendance • $300 per day+travel This fee is waived for clients within 100 miles of Igoe's San Diego based corporate facility. Igoe's attendance is subject to associate availability. ✓ Banking Fees • ACH Rejection -Client: $50.00 per each rejected client ACH • Direct Deposit Rejection -Participant: $15.00 per each returned participant ACH • Reimbursement Reissuance: $10.00 per each reissued reimbursement (ACH or manual check) • Stop Payment: $15.00 per stop payment (fee only applies to manually issued Manual Enrollment Processing fees will apply if election data is provided in a manual format and/or after the data submission detail outlined in the Annual Open Enrollment Guide. Changes made to system configuration to accommodate amended benefit offerings are subject to System Re -configuration fees. IGOE \II�IIM1I4111>II\1 SL II\II:IS City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 18 25A-20 DocuSign Envelope ID: CFCE3443-EF37-4FD4-SDCD-D85D559F77AE checks) ✓ EDI Development • $300 per vendor connection This fee includes consultation and file testing for files that are initiated and/or altered after initial plan administration has begun. ✓ Manual Enrollment Processing • $5.00 per manually entered enrollment ✓ System Corrections/Re-Configuration • $30 per 1/4 hour ($120 minimum) Amended Section 12S Plan Documents and SPDs are included as applicable. ✓ Take-over Account Set-up and/or Balance Transfer • $10.00 per participant account created ($200 minimum) This fee is waived for each take-over account that is submitted in Igoe's preferred format and successfully loaded into the Client's custom database. j A&DE .....A I S I R., f i, l S,it\iti4 City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 19 25A-21 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE Exhibit B: Client Spending Account Program Design Medical Care Reimbursements Account: Dependent Care Assistance Account: Limited Purpose Reimbursement Account: Health Reimbursement Account: Health Savings Account: Transit Reimbursement Account: Parking Reimbursement Account: ® Yes ❑ No ® Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ® Yes ❑ No ® Yes ❑ No i Commuter Program Design Requirements: Below is a list of administrative requirements that must be in place in order to maintain the Fee Guarantee outlined herein. Custom Plan Designs are available and upon written request. Fees for custom services will be made available at the time of the request. • Connection to approved WireclCommute vendors • Automatic update to current federal monthly limits • Fund rollover with annual re -enrollment ® Manual claim remittance (participant will receive a check mailed home or can opt in to direct deposit) ® 180-day claim submission period (the termination run out will be invoked for employment termination) • First of the month funding • Eligibility changes must be submitted prior to the 20th of the month and will be effective the 1st of the following month City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 20 25A-22 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE /GUE i\1111511\li\I 41 i\IIi� City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 21 25A-23 DocuSign Envelope ID: CFCE3443-EF37-4FD4-SDCD-D85D559F77AE IGOE ADMINISTRATIVE SERVICES EXHIBIT 2 Business Associate Agreement Prepared for City of Santa Ana The terms of this contract reflect the business practices of Igoe Administrative Services and are not negotiable. Igoe Administrative Services promotes a fair and equal business practice and as a result extends the same services, allocation of responsibilities, and liability statements to all clients. d /GDE Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page i 25A-24 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE Contents Recitals..........................................................................................................................................................4 1. Definitions.............................................................................................................................................4 a. Breach....................................................... ................................ ................... ................................ 4 b. Breach Notification Rule...............................................................................................................4 c. Designated Record Set..................................................................................................................5 d. Electronic Protected Health Information......................................................................................5 e. Electronic Transactions Rule ................... --..................................................... ............................. 5 f. Enforcement Rule.........................................................................................................................5 g. Genetic Information......................................................................................................................5 h. HIPAA Rules... ................................................................................................................................ 5 i. HHS................................................................................................................................................5 j. Individual....................................................................................................................................... 5 k. Privacy Rule...........................................................................................................................-......5 I. Protected Health Information.......................................................................................................5 m. Required by Law ....................... -.......................................................................................... ......... 5 In. Secretary .......................................................................................................................................5 o. Security Incident...........................................................................................................................5 p. Security Rule . ........................ ......................... ....................... ........................................................ 5 q. Subcontractor...............................................................................................................................6 r. Transaction....................................................................................................................................6 s. Unsecured Protected Health Information....................................................................................6 2. Permitted Uses and Disclosures of PHI by Business Associate.............................................................6 3. Duties of Business Associate Relative to PHI........................................................................................7 4. Term and Termination........................................................................................................................10 i) Term............................................................................................................................................10 ii) Termination for Cause................................................................................................................11 iii) Effect of Termination..................................................................................................................11 S. Consideration......................................................................................................................................11 6. Remedies in Event of Breach..............................................................................................................12 J - AMOFr nuwn..mant +unn t4 Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 2 25A-25 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE 7. Modification........................................................................................................................................12 8. Interpretation of this Contract to Other Contracts Between the Parties...........................................12 9. Compliance with State Law.................................................................................................................13 10. Miscellaneous.....................................................................................................................................13 i) Ambiguity....................................................................................................................................13 ii) Regulatory References................................................................................................................13 ... III Notice to Covered Entity Business Associate.............................................................................13 11. Signature.............................................................................................................................................14 J AGUE \II111\14111\il\f 4111\III Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 3 25A-26 DocuSign Envelope ID: CFCE3443-EF37AFD4-8DCD-D85D559F77AE Recitals This Business Associate Agreement (the "Agreement') is made by City of Santa Ana in its capacity as Plan Administrator of City of Santa Ana Group Health Plan/Plans (herein referred to as "Covered Entity") and Igoe & Company Incorporated, dba Igoe Administrative Services (hereinafter known as "Business Associate" or "Igoe"). Covered Entity and Business Associate shall collectively be known herein as the "Parties". WHEREAS, Covered Entity wishes to commence a business relationship with Business Associate that shall be memorialized in a separate administrative services agreement (the "Underlying Agreement') pursuant to which Business Associate may be considered a "business associate" of Covered Entity as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as amended by the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (the "HITECH Act'); and WHEREAS, the nature of the prospective contractual relationship between Covered Entity and Business Associate may involve the exchange of Protected Health Information ("PHI") as that term is defined under HIPAA; and WHEREAS, Covered Entity and Business Associate wish to enter into this Agreement for the purpose of ensuring compliance with the requirements of HIPAA as amended by HITECH, and its implementing regulations through and including the "omnibus" final HIPAA/HITECH regulations published in January 2013; and with applicable privacy provisions of California law; NOW THEREFORE, in consideration of the mutual promises set forth herein and in the Underlying Agreement, the Parties, intending to be legally bound, hereby agree as follows: 1. Definitions The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Data Aggregation, Disclosure, Health Care Operations, Minimum Necessary, Notice of Privacy Practices, and Use. Other terms are as defined below: a. Breach. 'Breach" shall have the same meaning as the term "breach' in 45 CFR § 164.402, taking into account the exclusions set forth at 45 CFR § 164.402(1). b. Breach Notification Rule. 'Breach Notification Rule" shall mean the Standards and Implementation Specifications for Notification of Breaches of Unsecured Protected Health Information under 45 CFR Parts 160 and 164, subparts A and D. J-- /GIIE au+nnis msm� tiuwn � n Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 4 25A-27 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE c. Designated Record Set. "Designated Record Set' shall have the same meaning as the term "designated record set" in 45 CFR §164.501. d. Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" shall have the same meaning as the term "electronic protected health information" in 45 CFR §160.103. e. Electronic Transactions Rule. "Electronic Transactions Rule" shall mean the final regulations issued by HHS concerning standard transactions and code sets under 45 CFR Parts 160 and 162. f. Enforcement Rule. "Enforcement Rule" shall mean the Enforcement Provisions set forth in 45 CFR Part 160 g. Genetic Information. "Genetic Information" shall have the same meaning as the term "genetic information" in 45 CFR §160.103. h. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification and Enforcement Rules at 45 CFR Parts 160 and 164. i. HHS. "HHS' shall mean the U.S. Department of Health and Human Services. j. Individual. "Individual' shall have the same meaning as the term "individual' in 45 CFR §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g). It. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. I. Protected Health Information. "Protected Health Information" or "PHI' shall have the same meaning as the term "protected health information" in 45 CFR §160.103, limited to the information created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity pursuant to this Agreement. m. Required by Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR §164.103. n. Secretary. "Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services or his or her designee. o. Security Incident. "Security Incident' shall have the same meaning as the term "security incident' in 45 CFR § 164.304, limited however by the provisions set forth in Section 3(c) below. p. Security Rule. "Security Rule" shall mean the Security Standards and Implementation Specifications at 45 CFR Parts 160 and 164, subparts A and C. J /GUE Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 5 25A-28 DocuSign Envelope ID: CFCE3443-EF37-4FD4-BDCD-D85D559F77AE q. Subcontractor. "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 CFR § 160.103. r. Transaction. "Transaction" shall have the meaning given the term "transaction" in 45 CFR§ 160.103. s. Unsecured Protected Health Information. "Unsecured Protected Health Information" or "Unsecured PHI" shall have the meaning given the term "unsecured protected health information" in 45 CFR § 164.402. 2. Permitted Uses and Disclosures of PHI by Business Associate. a. General Use and Disclosure. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information in order to perform functions, activities, or services for, or on behalf of, Covered Entity, as specified in the Underlying Agreement, provided that such use or disclosure of Protected Health Information would not violate the Privacy Rule, including the Minimum Necessary requirement, if done by Covered Entity. b. Specific Uses and Disclosures by Business Associate. L Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI for the proper management and administration of Business Associate, or to carry out the legal responsibilities of Business Associate, provided that any disclosures of PHI are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. ii. Business Associate may use Protected Health Information to perform Data Aggregation services on behalf of the Plan as permitted by 45 CFR § 164.504(e)(2)(i)(B). iii. Business Associate may use Protected Health Information to create de -identified information consistent with the standards set forth at 45 CFR § 164.514. c. Covered Entity's Other Business Associates. In the course of fulfilling its duties hereunder, Business Associate may disclose PHI to, and receive PHI from, other business associates of Covered Entity to the same extent and degree as Covered Entity could disclose PHI to, or receive PHI from, such other of its business associates. Covered Entity is solely responsible for ensuring that it properly has entered into business associate agreements with its other business associates and Business Associate shall have no responsibility for confirming the .a - AGOE Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 6 25A-29 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE existence of a business associate agreement between Covered Entity, on the one hand, and, on the other hand, another business associate of Covered Entity. Where required by service agreements and/or business associate agreements prepared by other business associates, Covered Entity shall expressly authorize transmission of PHI to Business Associate. Covered Entity promptly shall notify Business Associate of any changes to its relationships with other business associates with which Business Associate may have dealings in fulfilling its duties hereunder. 3. Duties of Business Associate Relative to PHI. a. Business Associate shall not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law, and otherwise comply with all applicable provisions of the Privacy Rule. b. Business Associate shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by this Agreement, and otherwise comply with all applicable provisions of the Security Rule. c. Business Associate will report to Covered Entity any use or disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware, including Security Incidents of which Business Associate becomes aware. Business Associate shall not, however be required to report to Covered Entity the ongoing existence and occurrence of "Attempted but Unsuccessful Security Incidents," defined as activity such as pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log -on attempts, denial of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Electronic PHI as defined under the HIPAA Rules. d. Business Associate promptly shall notify Covered Entity of a Breach of Unsecured PHI upon Business Associate's discovery of same. Business Associate will treat any Breach as being discovered in accordance with 45 CFR § 164.410. Business Associate's notification to Covered Entity hereunder shall: (1) Be made to Covered Entity without unreasonable delay and in no event later than 60 calendar days after discovery of the Breach, except where a law enforcement official determines that a notification would impede a criminal investigation or cause damage to national security; 4 _. /GDE 111111........... 41N\Il fl Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 7 25A-30 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE (2) Identify the individuals whose Unsecured PHI has been, or is reasonably believed to have been, the subject of a Breach; and (3) Include any other available information that the Covered Entity requires in order to complete a risk assessment under 45 CFR § 164.402 with respect to the Individuals affected by the Breach, or in order to notify such Individuals of the Breach, as well as the Secretary and the media, to the extent required under §13402(f) of the HITECH Act, 42 U.S.C. § 17932 and 45 CFR §§ 164.404, 164.406 and 164.408. Business Associate shall provide such information to Covered Entity promptly upon such information becoming available to Business Associate. Covered Entity solely shall be responsible for providing notification to any Individual, the Secretary, or the media with regard to a Breach. (4) Each party shall bear its own costs and expenses required to comply with notification duties resulting from a breach of Unsecured PHI as set forth in 45 CFR §§ 164.404, 164.406, and 164.408, with regard to Covered Entity, and as set forth in 45 CFR § 164.410, with regard to Business Associate. (5) Each party shall mitigate, to the extent practicable, any harmful effect known to them resulting from a use or disclosure of PHI in violation of this Agreement. i. In accordance with 45 CFR §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate agrees to require that any of its Subcontractors that create, receive, maintain or transmit Protected Health Information from or on behalf of Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information, including the obligation promptly to notify Business Associate of any use or disclosure of PHI not provided for by the agreement between the Business Associate and the Subcontractor, and to report to Business Associate any Security Incident of which Subcontractor becomes aware, or Breach that Subcontractor discovers. ii. In the event Business Associate becomes aware of a pattern or practice of a Subcontractor that violates the privacy and security safeguard obligations made to Business Associate, Business Associate will take reasonable steps to cure such violation and otherwise will respond to non-compliance by a Subcontractor in the same way that Covered Entity is required to respond to non-compliance by Business Associate. III. Effective as of September 23, 2013, or the Effective Date of this Agreement, if later, Business Associate will refrain from engaging in the sale of any Protected AGUE Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 8 25A-31 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE Health Information other than with the written authorization of the Individual to whom the Protected Health Information pertains. iv. If Business Associate conducts in whole or part Electronic Transactions on behalf of Covered Entity for which HHS has established standards, Business Associate will comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Electronic Transactions Rule. Business Associate shall also comply with the National Provider Identifier requirements, if and to the extent applicable. v. Business Associate will comply with requests for restrictions on use or disclosure to health plans for payment or health care operations purposes when the provider has been paid out of pocket in full consistent with 45 CFR § 164.522(a), provided that Covered Entity has first notified Business Associate of the application of such restrictions. vi. To the extent applicable, Business Associate shall provide access to Protected Health Information in a Designated Record Set at reasonable times, at the request of Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR §164.524. vii. To the extent applicable, Business Associate shall make any amendment(s) to Protected Health Information in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR §164.526 at the request of Covered Entity or an Individual. viii. Business Associate shall, upon request with reasonable notice, provide Covered Entity access to its premises for a review and demonstration of its internal practices and procedures for safeguarding PHI. Such access shall be granted no less frequently than annually, and also upon request and reasonable notice, in the event of a Breach or Security Incident as herein defined. ix. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. §164.528. Should an individual make a request to Covered Entity for an accounting of disclosures of his or her PHI pursuant to 45 C.F.R. §164.528, upon prompt notice of same, Business Associate agrees to promptly provide Covered Entity with information in a format and manner sufficient to respond to the individual's request. x. Business Associate shall make its internal practices, books, records, and any other material requested by the Secretary relating to the use, disclosure, and 4 /GDE Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 9 25A-32 DocuSign Envelope ID: CFCE3443-EF37-4FD48DCD-D85D559F77AE safeguarding of PHI received from Covered Entity available to the Secretary for the purpose of determining compliance with the HIPAA Rules. The aforementioned information shall be made available to the Secretary in the manner and place as designated by the Secretary or the Secretary's duly appointed delegate. Under this Agreement, Business Associate shall comply and cooperate with any request for documents or other information from the Secretary directed to Covered Entity that seeks documents or other information held by Business Associate. xi. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 42 C.F.R. §164.502(j)(1). xii. Effective as of September 23, 2013, or the Effective Date of this Agreement, if later, if Covered Entity requests an electronic copy of Protected Health Information that is maintained electronically in a Designated Record Set in the Business Associate's custody or control, Business Associate will provide an electronic copy in the form and format specified by the Covered Entity if it is readily producible in such format; if it is not readily producible in such format, Business Associate will work with Covered Entity to determine an alternative form and format that enable Covered Entity to meet its electronic access obligations under 45 CFR § 164.524. xiii. Business Associate will not use or disclose PHI for purposes of Marketing, as defined in 45 CFR § 164.501, other than in accordance with the HIPAA Rules, including the requirement, where applicable, to obtain prior written authorization for such use or disclosure for Marketing purposes. xiv. Effective as of September 23, 2013, or the Effective Date of this Agreement, if later, Business Associate will refrain from using or disclosing Genetic Information for underwriting purposes in violation of the HIPAA Rules. 4. Term and Termination. i) Term. The Term of this Agreement shall be effective as of the date the Underlying Agreement is effective, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created, maintained or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section IV. a /GOE V w.MS.pa�i�� .....III\ Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 10 25A-33 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE ii) Termination for Cause. Upon Covered Entity's knowledge of a material breach of this Agreement by Business Associate, Covered Entity shall: (1) Provide an opportunity for Business Associate to cure the breach or end the violation and, if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, which shall be no less than thirty (30 days), terminate this Agreement; (2) Immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not possible. iii) Effect of Termination. (1) Except as provided in paragraph 4(iii)(2) of this section, upon termination of this Agreement for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of Subcontractors of Business Associate. Business Associate shall not retain any copies of the Protected Health Information. (2) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity written notification of the conditions that make return or destruction infeasible. After written notification that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. (3) Should Business Associate make a disclosure of PHI in violation of this Agreement, Covered Entity shall have the right to immediately terminate any contract, other than this Agreement, then in force between the Parties, including the Underlying Agreement. Consideration. The parties mutually recognize that the promises each has made to the other in this Agreement shall, henceforth, be detrimentally relied upon by each party in choosing to continue or commence a business relationship with the other party. 1V- '�F .nnnni.m . ni se mnr. Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 11 25A-34 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE 6. Remedies in Event of Breach. Business Associate hereby recognizes that irreparable harm will result to Covered Entity, and to the business of Covered Entity, in the event of breach by Business Associate of any of the covenants and assurances contained in this Agreement. As such, in the event of breach of any of the covenants and assurances contained in Sections 2 or 3 above, Covered Entity shall be entitled to enjoin and restrain Business Associate from any continued violation of Sections 2 or 3. Furthermore, in the event of breach of Sections 2 or 3 by Business Associate, Covered Entity is entitled to reimbursement and indemnification from Business Associate for Covered Entity's reasonable attorneys' fees and expenses and costs that were reasonably incurred as a proximate result of Business Associate's breach however not including attorneys' fees, expenses or costs incurred in claims or actions brought by third parties affected by the breach. The remedies contained in this Section 6 shall be in addition to (and not supersede) any action for damages and/or any other remedy Covered Entity may have for breach of any part of this Agreement. Covered Entity shall indemnify and limit the Business Associate's liability against any losses incurred as a result of communicating with the Covered Entity's designated contact, or from a use or disclosure of PHI by the City of Santa Ana's employees, agents, owners, directors, or by other business associates of Covered Entity. 7. Modification. This Agreement may only be modified through a writing signed by the Parties and, thus, no oral modification hereof shall be permitted. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPAA Rules. 8. Interpretation of this Contract to Other Contracts Between the Parties. Should there be any conflict between the language of this contract and any other contract entered into between the Parties (either previous or subsequent to the date of this Agreement), that pertains to duties and obligations under the HIPAA Rules, the language and provisions of this Agreement shall control and prevail. J /GOE ..........„ . Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 12 25A-35 DocuSign Envelope ID: CFCE3443-EF374FD4-8DCD-D85D559F77AE 9. Compliance with State Law. Except to the extent its obligation to do so is preempted by the provisions of HIPAA, including provisions of the HITECH Act, Business Associate shall notify Covered Entity of any breach of unencrypted data owned or licensed by Covered Entity, and maintained by Business Associate, in accordance with applicable California law. 'Breach" for these specific purposes means acquisition of unencrypted data by an unauthorized person, or the reasonable belief of such acquisition, that compromises the security, confidentiality, or integrity of "personal information" pertaining to California residents, as those terms are defined in California Civil Code §§ 1798.82(g) and (h), respectively, subject however to the good faith exception to "Breach" set forth in Civil Code § 1798.82(g). If the HIPAA Rules and the California Civil Code provisions cited herein conflict regarding the degree of protection provided for Protected Health Information, Business Associate shall comply with the more restrictive protection requirement. 10. Miscellaneous. i) Ambiguity. Any ambiguity in this Agreement shall be resolved to permit the Parties to comply with the HIPAA Rules. ii) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended. iii) Notice to Covered Entity/Business Associate. All Notices required hereunder shall be in writing and provided by electronic mail, and will be considered received as of the date of the electronic transmission. Notices to the Covered Entity shall be sent to the daily contact on file with the Business Associate. Notices to the Business Associate shall be sent to the daily contact on file with the Covered Entity. Both Parties agree that they are responsible for ensuring that such Notices are forwarded to the appropriate internal personnel for handling. If additional information is needed to take action related to a Notice, a request must be made in writing outlining all specific requirements and instructions and provided by electronic mail. iv) Governing Law. Interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the state of California to the extent they are not preempted by the HIPAA Rules or other applicable federal law. v) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. vi) No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the /GaE Document Generated on June 16, 2020 City of Santa Ana Business Associate Agreement Client Initials: Page 13 25A-36 DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE respective successors or assignees of the parties, any rights, remedies, obligations, or liabilities whatsoever. vii) Construction and Interpretation. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement has been negotiated by the parties at arm's-length and each of them has had an opportunity to modify the language of the Agreement. Accordingly, the Agreement shall be treated as having been drafted equally by the parties, and the language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. viii) Survival. The respective rights and obligations of Business Associate under Sections 2(a) and (b) and 4(iii)(2) and (3) shall survive the termination of this Agreement. 11. Signature. IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, the Parties affix their signatures hereto. Covered Entity: Sign: Print: Kristine Ridge Title: City Manger Date: Business Associate: Docualgned by: Sign: C .4 7V&IC AZ079AMF118409_. Print: Laura K. McKinlav Title: President/CEO Date: 9/14/2020 G:\18790\0001\DOCS\GU9280.DOCx Attest: Daisy Gomez, Clerk of Council Approved as to form: Sonia R. Carvalho City Attorney By UQWWL A. 9,01nli� Laura A. Rossini Acting Chief Assistant City Attorney for Pham Director of Human Resources J- /GDE -.unr...tim ainr yu,lni4 Document Generated on June 16, 2020 Cityof Santa Ana Business Associate Agreement Client Initials: Page 14 25A-37 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20,2020 TITLE: AGREEMENT WITH UNITED STATES MARSHALS SERVICE TO PROVIDE HOUSING FOR FEDERAL INMATES IN THE SANTA ANA JAIL (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on god Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 19111111111►1JIl qC7 RECOMMENDED ACTION Authorize the City Manager to execute an agreement (12-94-0006) with the United States Marshals Service for jail housing services at the per diem rate of $115 per inmate and a transportation hourly rate of $50 per hour, plus mileage reimbursed at the General Services Administration (GSA) Travel Regulation Mileage Rate, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department has partnered with the United States Marshals Service (USMS) since the Santa Ana Jail (Jail) opened in1997. The Jail provides housing for federal inmates who have been charged with federal offenses and who are detained while awaiting trial. The Santa Ana Jail also provides housing for federal inmates who have been sentenced and awaiting designation and transport to the Bureau of Prisons. The per diem rate for this service has been $105 since 2014. In accordance with Jail cost recovery strategies, a new per diem rate of $115 has been negotiated, which reflects the cost of providing these services and will generate approximately an additional $1,460,000 million annually. The total annual housing revenue generated by this agreement (Exhibit 1) will be $16,790,000 at the current daily population of 400 inmates (400 inmates x $115 per day x 365 days per year). In addition, the US Marshals Service agreed to increase the transportation hourly rate from $36 to $50 per staff hour, plus mileage reimbursed at the General Services Administration (GSA) Travel Regulation Mileage Rate. The total additional transportation revenue generated by this agreement is estimated to be $98,000 annually. The total annual transportation revenue generated will be approximately $350,000 at this new rate. In accordance with this agreement, the Jail agrees to provide secure custody, safekeeping, housing, subsistence, and care of federal detainees in accordance with all state and local laws, standards, regulations, policies, and court orders applicable to the operation of the facility. The Jail will provide transportation for federal detainees housed at its facility to and from the U.S 25B-1 Agreement with US Marshals Service October 20, 2020 Page 2 Courthouse. The Santa Ana Jail will also provide VideoTeleconferencing (VTC) when the federal judiciary has restricted in -person presentation of a detainee before the court. The Jail will provide medical, dental, and mental health care, as well as over-the-counter medications in accordance with the provisions of USMS and in compliance with the Federal Performance Based Detention Standards. The agreement is effective upon the date of signature of authorized USMS official(s) and can be terminated by either party for any reason with the written notice of thirty (30) calendar days in advance of termination. FISCAL IMPACT Housing revenue for this agreement will be deposited in the Jail Revenue Facility — US Marshals LA account (No. 01114002-57462), Jail Revenue Facility — US Marshals San Diego account (No. 01114002-57464), and Jail Revenue Facility — Bureau of Prisons account (No. 01114002-57463). Transportation revenue will be deposited in the Police OT Reimbursement account (No. 01114002- 57400). Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: David Valentin, Chief of Police - Police Department Exhibit: 1. US Marshals Services Intergovernmental Agreement (IGA) 25B-2 EXHIBIT -1 U.S. Department of Justice Detention Services United States Marshals Service Intergovernmental Agreement Prisoner Operations Division 1. Agreement Number 2. Effective Date 3. Facility Code(s) 4. DUNS Number 12-94-0006 OFK 083-153-247 5. Issuing Federal Agency 6. Local Government United States Marshals Service Santa Ana City Jail Prisoner Operations Division 24 Civic Center Plaza Office of Detention Services Santa Ana, California 92702 CG-3, 3rd Floor Washington, DC 20530-0001 Tax ID#: 95-6000785 7. Appropriation Data 8. Local Contact Person: Jason Viramontes, Jail Administrator E-mail: 0viramontes@santa-ana.ore 15-1020/X Telephone: (714)245-8120 9. Services 10. Estimated Number of 11. Per Diem Rate Federal Beds This agreement is for the housing, safekeeping, and subsistence of Male: 374 Federal detainees, in accordance with content set forth herein. Female: 128 $115.00 Total: 502 12. Guard/Transportation Hourly Rate 13. Optional Guard/Transportation Services Guard/Transportation Hourly Rate: $50.00 (VTC is encompassed in ® Medical ❑ Other _ the per diem rate) ® U.S. Courthouse Mileage shall be reimbursed by the Federal Government at the General Services Administration (GSA) Federal Travel Regulation ® JPATS Mileage Rate. ® Encompassed VTC 14. Department Of Labor Wage Determination ❑ Wages Incorporated 15. Local Government Certification 16. Signature of Person Authorized to Sign (Local) To the best of my knowledge and belief, information submitted in support of this agreement is true and correct. This document has been duly authorized by the governing authorities of their applying Signature Department or Agency State or County Government and therefore agree to comply with all provisions set forth herein this document. David Valentin Print Name Chief of Police Title Date 17.Federal Detainee Type 18. Other Authorized 19. Signature of Person Authorized to Sign(Federal) Authorized Agency User ® Adult Male ® BOP Signature ® Adult Female ❑ICE ❑Juvenile Male ❑Other Tiffani Eason Print Name ❑ Juvenile Female Chief, IAB Title Date Page 1 of 13 25B-3 ATTEST: CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: TAMARA BOGOSIAN Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: ID VALENTIN Chief of Police 25B-4 Agreement Number 12-94-0006 Authority.............................................................................................................. 3 Purpose of Agreement and Security Provided....................................................................... 3 Period of Performance and Termination............................................................................. 3 Assignment and Outsourcing of Jail Operations..................................................................... 4 MedicalServices...................................................................................................... 4 AffordableCare Act................................................................................................... 5 Receiving and Discharge of Federal Detainees...................................................................... 5 Optional Guard/Transportation Services to Medical Facility........................................................ 6 Optional Guard/Transportation Services to U.S. Courthouse....................................................... 6 Optional Guard Services to VideoTeleconference Hearings within Facility ......................................... 7 Optional Guard/Transportation Services to Justice Prisoner & Alien Transportation System (JPATS) ............. 7 SpecialNotifications.................................................................................................. 7 Restrictive Housing and Suicide Prevention......................................................................... 8 Prison Rape Elimination Act (PREA).................................................................................. 8 TheFirst Step Act..................................................................................................... 9 Service Contract Act.................................................................................................. 9 Per -Diem Rate........................................................................................................ 9 Billing and Financial Provisions..................................................................................... 10 Payment Procedures............................................................................................... 11 HoldHarmless...................................................................................................... 11 Disputes............................................................................................................. 11 Inspection of Services.............................................................................................. 11 Modifications....................................................................................................... 11 Litigation............................................................................................................ 11 Rape Elimination Act Reporting Information...................................................................... 12 Page 2of13 Local Government (initial): 25B-5 Federal Government (initial): Agreement Number 12-94-0006 Authority Pursuant to the authority of Section 119 of the Department of Justice Appropriations Act of 2001 (Public Law 106-553), this Agreement is entered into between the United States Marshals Service (hereinafter referred to as the "Federal Government") and Santa Ana City (hereinafter referred to as "Local Government"), who hereby agree as follows: Purpose of Agreement and Security Provided The Federal Government and the Local Government establish this Agreement that allows the United States Marshals Service (USMS) or other authorized agency user as noted in block #18 on page (1) to house Federal detainees with the Local Government at the Santa Ana City Jail, 24 Civic Center Plaza, Santa Ana, CA 92702 (hereinafter referred to as "the Facility') designated in #6 page 1. The population (hereinafter referred to as "Federal detainees,") will include individuals charged with Federal offenses and detained while awaiting trial, individuals who have been sentenced and are awaiting designation and transport to a Bureau of Prisons (BOP) facility, and individuals who are awaiting hearing on their immigration status or deportation. The Local Government shall accept and provide for the secure custody, safekeeping, housing, subsistence and care of Federal detainees in accordance with all state and local laws, standards, regulations, policies and court orders applicable to the operation of the Facility. Detainees shall also be housed in a manner that is consistent with Federal law and the Federal Performance Based Detention Standards and/or any other standards required by an authorized agency whose detainees are housed by the Local Government pursuant to this Agreement. The USMS ensures the secure custody, care, and safekeeping of USMS detainees. Accordingly, all housing or work assignments, and recreation or other activities for USMS detainees are permitted only within secure areas of the building or within the secure external recreational/exercise areas. At all times, the Federal Government shall have access to the Facility and to the Federal detainees housed there, and to all records pertaining to this Agreement, including financial records, for a period going back three (3) years from the date of request by the Federal Government. Period of Performance and Termination This Agreement is effective upon the date of on page 1 in block #2 and signature of the authorized USMS Prisoner Operations Division official, and remains in effect unless inactivated in writing by either party. Either party may terminate this Agreement for any reason with written notice at least thirty (30) calendar days in advance of termination, unless an emergency situation requires the immediate relocation of Federal detainees. Where the Local Government has received a Cooperative Agreement Program (CAP) award, the termination provisions of the CAP prevail. Page 3of13 Local Government (initial): 2 5 B —6 Federal Government (initial): Agreement Number 12-94-0006 Assignment and Outsourcing of Jail Operations The overall management and operation of the Facility housing Federal detainees may not be contracted out without the prior express written consent of the Federal Government. Medical Services The Local Government shall provide Federal detainees with the same level and range of care inside the Facility as that provided to state and local detainees. The Local Government is financially responsible for all medical care provided inside the Facility to Federal detainees. This includes the cost of all medical, dental, and mental health care as well as the cost of medical supplies, over-the-counter medications and, any prescription medications routinely stocked by the Facility which are provided to Federal detainees. When possible, generic medications should be prescribed. The cost of all of the above -referenced medical care is covered by the Federal per diem rate. However, for specialized medical services not routinely provided within the Facility, such as dialysis, the Federal Government will pay for the cost of that service. The Federal Government is financially responsible for all medical care provided outside the Facility to Federal detainees. The Federal Government must be billed directly by outside medical care providers pursuant to arrangements made by the Local Government for outside medical care. The Local Government should utilize outside medical care providers that are covered by the USMS's National Managed Care Contract (NMCC) to reduce the costs and administrative workload associated with these medical services. The Local Government can obtain information about NMCC covered providers from the local USMS District Office. The Federal Government will be billed directly by the medical care provider not the Local Government. To ensure that Medicare rates are properly applied, medical claims for Federal detainees must be on Centers for Medicare and Medicaid (CMS) Forms so that they can be re -priced to Medicare rates in accordance with the provisions of Title 18 U.S.C. Section 4006. If the Local Government receives any bills for medical care provided to Federal detainees outside the Facility, the Local Government should immediately forward those bills to the Federal Government for processing. All outside medical care provided to Federal detainees must be pre -approved by the Federal Government except in a medical emergency. In the event of an emergency, the Local Government shall proceed immediately with necessary medical treatment. In such an event, the Local Government shall notify the Federal Government immediately regarding the nature of the Federal detainee's illness or injury as well as the types of treatment provided. Medical care for Federal detainees shall be provided by the Local Government in accordance with the provisions of USMS, Publication 100-Prisoner Health Care Standards (www.usmarshals.gov/prisoner/standards.htm) and in compliance with the Federal Performance Based Detention Standards or those standards which may be required by any other authorized agency user. The Local Government is responsible for all associated medical record keeping. The Facility shall have in place an adequate infectious disease control program which includes testing of all Federal detainees for Tuberculosis (TB) within 14 days of intake. Page 4 of 13 Local Government (initial): 25B-7 Federal Government (initial): Agreement Number 12-94-0006 TB testing shall be accomplished in accordance with the latest Centers for Disease Control (CDC) Guidelines and the result promptly documented in the Federal detainee's medical record. Special requests for expedited TB testing and clearance (to include time sensitive moves) will be accomplished through advance coordination by the Federal Government and Local Government. The Local Government shall immediately notify the Federal Government of any cases of suspected or active TB or any other highly communicable diseases such as Severe Acute Respiratory Syndrome (SARS), Avian Flu, Methicillin-Resistant Staphylococcus Aureus (MRSA), Chicken Pox, etc., which might affect scheduled transports or productions so that protective measures can be taken by the Federal Government. When a Federal detainee is being transferred and/or released from the Facility, they will be provided with seven (7) days of prescription medication which will be dispensed from the Facility. Medical records and the USM-553 must travel with the Federal detainee. If the records are maintained at a medical contractor's facility, it is the Local Government's responsibility to obtain them before a Federal detainee is moved. Federal detainees may be charged a medical co -payment by the Local Government in accordance with the provisions of Title 18, USC Section 4013(d). The Federal Government is not responsible for medical co -payments and cannot be billed for these costs even for indigent Federal detainees. Affordable Care Act The Local Government shall provide Federal detainees, upon release of custody, information regarding the Affordable Care Act, The Affordable Care Act website is located at http://www.hhs.gov/healthcare/about-the- aca/index.html . Receiving and Discharge of Federal Detainees The Local Government agrees to accept Federal detainees only upon presentation by a law enforcement officer of the Federal Government or a USMS designee with proper agency credentials The Local Government shall not relocate a Federal detainee from one facility under its control to another facility not described in this Agreement without permission of the Federal Government. Additional facilities within the same Agreement shall be identified in a modification. The Local Government agrees to release Federal detainees only to law enforcement officers of the authorized Federal Government agency initially committing the Federal detainee (i.e., Drug Enforcement Administration (DEA), Immigration and Customs Enforcement (ICE), etc.) or to a Deputy United States Marshal (DUSM) or USMS designee with proper agency credentials. Those Federal detainees who are remanded to custody by a DUSM may only be released to a DUSM or an agent specified by the DUSM of the Judicial District. USMS Federal detainees sought for a state or local court proceeding must be acquired through a Writ of Habeas Corpus or the Interstate Agreement on Detainers and then only with the concurrence of the jurisdictional United States Marshal (USM). Page 5of13 Local Government (initial): 2 5 B _8 Federal Government (initial): Agreement Number 12-94-0006 Optional Guard/Transportation Services to Medical Facility If Medical Facility in block #13 on page one (1) of this Agreement is checked, the Local Government agrees, subject to the availability of its personnel, to provide transportation and escort guard services for Federal detainees housed at the Facility to and from a medical facility for outpatient care, and transportation and stationary guard services for Federal detainees admitted to a medical facility. These services should be performed by at least two (2) armed qualified law enforcement or correctional officer personnel. Criteria as specified by the County Entity running the facility. In all cases these are part of a fulltime Law Enforcement Officer (LEO) or Correctional Officer (CO) that have met the minimum training requirements. The Local Government agrees to augment this security escort if requested by the USM to enhance specific requirement for security, prisoner monitoring, visitation, and contraband control. If an hourly rate for these services have been agreed upon to reimburse the Local Government, it will be stipulated in block #12 on page one (1) of this Agreement. After forty-eight (48) months, if a rate adjustment is desired, the Local Government shall submit a request. Mileage shall be reimbursed in accordance with the current GSA mileage rate. Optional Guard/Transportation Services to U.S. Courthouse If U.S. Courthouse in block #13 on page one (1) of this Agreement is checked, the Local Government agrees, subject to the availability of its personnel, to provide transportation and escort guard services for Federal detainees housed at its facility to and from the U.S. Courthouse. These services should be performed by at least two (2) armed qualified law enforcement or correctional officer personnel. The Local Government agrees to augment this security escort if requested by the USM to enhance specific requirements for security, detainee monitoring, and contraband control. Upon arrival at the courthouse, the Local Government's transportation and escort guard will turn Federal detainees over to a DUSM only upon presentation by the deputy of proper law enforcement credentials. The Local Government will not transport Federal detainees to any U.S. Courthouse without a specific request from the USM or their designee who will provide the detainee's name, the U.S. Courthouse, and the date the detainee is to be transported. Each detainee will be restrained in handcuffs, waist chains, and leg irons during transportation unless otherwise authorized by the USMS. If an hourly rate forthese services have been agreed upon to reimburse the Local Government, it will be stipulated in block #12 on page one (1) of this Agreement. After forty-eight (48) months, if a rate adjustment is desired, the Local Government shall submit a request. Mileage shall be reimbursed in accordance with the current GSA mileage rate. Page 6of13 Local Government (initial): 2 5 B —9 Federal Government (initial): Agreement Number 12-94-0006 Optional Guard Services to VideoTeleconference Hearings within Facility If Other (VideoTeleconference Hearings) in block #13 on page one (1) of this Agreement is checked, the Local Government agrees, subject to the availability of its personnel, to provide escort guard services for Federal detainees housed at its facility to monitor, on a case -by -case basis, court hearings conducted via VideoTeleconferencing (VTC) when the Federal Judiciary has restricted in -person presentation of a detainee before the court. If an hourly rate forthese services have been agreed upon to reimburse the Local Government, it will be stipulated in block #12 on page one (1) of this Agreement. After forty-eight (48) months, if a rate adjustment is desired, the Local Government shall submit a request. Optional Guard/Transportation Services to Justice Prisoner & Alien Transportation System (JPATS) If JPATS in block #13 on page one (1) of this Agreement is checked, the Local Government agrees, subject to the availability of its personnel, to provide transportation and escort guard services for Federal detainees housed at its facility to and from the JPATS. These services should be performed by at least two (2) armed qualified law enforcement or correctional officer personnel. The Local Government agrees to augment this security escort if requested by the USM to enhance specific requirements for security, detainee monitoring, and contraband control. Upon arrival at JPATS, the Local Government's transportation and escort guards will turn federal detainees over to a DUSM only upon presentation by the deputy of proper law enforcement credentials. The Local Government will not transport federal detainees to the airlift without a specific request from the USM who will provide the detainee's name, location (district), and the date the detainee is to be transported. Each detainee will be restrained in handcuffs, waist chains, and leg irons during transportation. If an hourly rate for these services has been agreed upon to reimburse the Local Government, it will be stipulated on in block #12 on page one (1) of this Agreement. After forty-eight (48) months, if a rate adjustment is desired, the Local Government shall submit a request. Mileage shall be reimbursed in accordance with the current GSA mileage rate. Special Notifications The Local Government shall notify the Federal Government of any activity by a Federal detainee which would likely result in litigation or alleged criminal activity. Page 7 of 13 Local Government (initial): 2 5 B_ 1 0 Federal Government (initial): Agreement Number 12-94-0006 The Local Government shall immediately notify the Federal Government of an escape of a Federal detainee. The Local Government shall use all reasonable means to apprehend the escaped Federal detainee and all reasonable costs in connection therewith shall be borne by the Local Government. The Federal Government shall have primary responsibility and authority to direct the pursuit and capture of such escaped Federal detainees. Additionally, the Local Government shall notify the Federal Government as soon as possible when a Federal detainee is involved in an attempted escape or conspiracy to escape from the Facility. In the event of the death or assault or a medical emergency of a Federal detainee, the Local Government shall immediately notify the Federal Government. Restrictive Housing and Suicide Prevention The Local Government shall have written policies, procedures, and practices requiring that all detainees in restrictive housing are personally observed by a correctional officer at least twice per hour, but no more than 40 minutes apart, on an irregular schedule. Detainees who are violent or mentally ill or who demonstrate unusual or bizarre behavior receive more frequent observation; suicidal detainees are under constant observation. The Local Government shall immediately notify the concerned Chief Deputy U.S. Marshal, or his or her designee, when a member of a vulnerable population is placed in restrictive housing or their restrictive housing status changes. The Local Government shall also provide reports to the USMS on a monthly basis listing all USMS detainees who were detained in restrictive housing, and the reasons for their assignment to restrictive housing. The report shall be submitted to the Chief Deputy U.S. Marshal, or his or her designee, no later than the tenth day of each month in a standard format established by the USMS. The Local Government shall have a comprehensive suicide -prevention program in place incorporating all aspects of identification, assessment, evaluation, treatment, preventive intervention, and annual training of all medical, mental health, and correctional staff. For the purposes of this Agreement, "restrictive housing" means any type of detention that involves all of the following three basic elements: 1. Removal from the general population, whether voluntary or involuntary; 2. Placement in a locked room or cell, whether alone or with another detainee; and 3. Inability to leave the room or cell for the vast majority of the day, typically 22 hours or more. For the purposes of this Agreement, "vulnerable population" means juveniles and individuals with serious mental illness. Prison Rape Elimination Act (PREA) The Facility must post the Prison Rape Elimination Act brochure/bulletin in each housing unit of the Facility. The Facility must abide by all relevant PREA regulations. Page 8 of 13 Local Government (initial): 2 5 B-11 Federal Government (initial): Agreement Number 12-94-0006 The First Step Act This Agreement refers the local government facility operations and administrations to the following sections of the First Step Act: 1. Section 613 of Public Law 115-391 the FIRST STEP Act of 2018 and 18 USC 5043 with respect to any USMS juveniles in custody. 2. Section 301 of Public Law 115-391 the FIRST STEP Act of 2018 and that pursuant to USMS policy that these requirements have been adopted for all pregnant USMS prisoners, regardless of status. Service Contract Act This Agreement incorporates the following clause by reference, with the same force and effect as if it was given in full text. Upon request, the full text will be made available. The full text of this provision may be accessed electronically at this address: https://www.dol.gov/agencies/whd/government-contracts/service-contracts. Federal Acquisition Regulation Clause(s): 52.222-41 Service Contract Act of 1965, as Amended (July 2005) 52.222-42 Statement of Equivalent Rates for Federal Hires (May 1989) 52.222-43 Fair Labor Standards Act and the Service Contract Act — Price Adjustment (Multiyear and Option Contracts) (May 1989) The current Local Government wage rates shall be the prevailing wages unless notified by the Federal Government. If the Department of Labor Wage Determination block #14 on page one (1) of this Agreement is checked, the Local Government agrees, in accordance with FAR PART 52.222.43 (f), must notify the Federal Government of any increase or decrease in applicable wages and fringe benefits claimed under this clause within 30 days after receiving a new wage determination. Per -Diem Rate The Federal Government will use various price analysis techniques and procedures to ensure the per -diem rate established by this Agreement is considered a fair and reasonable price. Examples of such techniques include, but are not limited to, the following: 1. Comparison of the requested per -diem rate with the independent Federal Government estimate for detention services, otherwise known as the Core Rate; 2. Comparison with per -diem rates at other state or local facilities of similar size and economic conditions; Page 9 of 13 Local Government (initial): 2 5 B _ 12 Federal Government (initial): Agreement Number 12-94-0006 3. Comparison of previously proposed prices and previous Federal Government and commercial contract prices with current proposed prices for the same or similar items; 4. Evaluation of the provided jail operating expense information; The firm -fixed per -diem rate for services is stipulated in block #11 on page (1) of this agreement, and shall not be subject to adjustment on the basis of Santa Ana City Jail's actual cost experience in providing the service. The per -diem rate shall be fixed for a period from the effective date of this Agreement forward for forty-eight (48) months. The per -diem rate covers the support of one Federal detainee per "Federal detainee day", which shall include the day of arrival, but not the day of departure. After forty-eight (48) months, if a per -diem rate adjustment is desired, the Local Government shall submit a request through the electronic Intergovernmental Agreements (eIGA) area of the Detention Services Network (DSNetwork). All information pertaining to the Facility on the DSNetwork will be required before a new per -diem rate will be considered. Billing and Financial Provisions The Local Government shall prepare and submit for certification and payment, original and separate invoices each month to each Federal Government component responsible for Federal detainees housed at the Facility. Addresses for the components are: United States Marshals Service Central District of California 350 W. 1st Street, Suite 3001 Los Angeles, California 90012 (213) 620-7676 Bureau of Prisons RRM Long Beach 1299 Seaside Avenue San Pedro, California 90731 (310) 732-5179 To constitute a proper monthly invoice, the name and address of the Facility, the name of each Federal detainee, their specific dates of confinement, the total days to be paid, the appropriate per diem rate as approved in the Agreement, and the total amount billed (total days multiplied by the per -diem rate per day) shall be listed, along with the name, title, complete address, and telephone number of the Local Government official responsible for invoice preparation. Additional services provided, such as transportation and guard services, shall be listed separately and itemized. Nothing contained herein shall be construed to obligate the Federal Government to any expenditure or obligation of funds in excess of, or in advance of, appropriations in accordance with the Anti -Deficiency Act, 31 U.S.C. 1341. Page 10 of 13 Local Government (initial): 2 5 B _ 13 Federal Government (initial): Agreement Number 12-94-0006 Payment Procedures The Federal Government will make payments to the Local Government at the address listed in block #6 on page one (1) of this Agreement, on a monthly basis, promptly, after receipt of an appropriate invoice. Hold Harmless It is understood and agreed that the Local Government shall fully defend, indemnify, and hold harmless the United States of America, its officers, employees, agents, and servants, individually and officially, for any and all liability caused by any act of any member of the Local Government or anyone else arising out of the use, operation, or handling of any property (to include any vehicle, equipment, and supplies) furnished to the Local Government in which legal ownership is retained by the United States of America, and to pay all claims, damages, judgments, legal costs, adjuster fees, and attorney fees related thereto. The Local Government will be solely responsible for all maintenance, storage, and other expenses related to the care and responsibility for all property furnished to the Local Government. Disputes Disputes, questions, or concerns pertaining to this Agreement will be resolved between appropriate officials of each party. Both the parties agree that they will use their best efforts to resolve the dispute in an informal fashion through consultation and communication, or other forms of non -binding alternative dispute resolution mutually acceptable to the parties. Inspection of Services Inspection standards for detainees may differ among authorized agency users. The Local Government agrees to allow periodic inspections by Federal Government inspectors, to include approved Federal contractors, in accordance with the Federal Performance Based Detention Standards required by any or all of the Federal authorized agency users whose detainees maybe housed pursuant to this Agreement Findings of the inspections will be shared with the Facility administrator in order to promote improvements to Facility operations, conditions of confinement, and levels of services. Modifications For all modifications except for full or partial terminations, either party may initiate a request for modification to this Agreement in writing. All modifications negotiated will be effective only upon written approval of both parties. Litigation The Federal Government shall be notified, in writing, of all litigation pertaining to this Agreement and provided copies of any pleadings filed or said litigation within five (5) working days of the filing. Page 11 of 13 Local Government (initial): 2 5 B _ 14 Federal Government (initial): Agreement Number 12-94-0006 The Local Government shall cooperate with the Federal Government legal staff and/or the United States Attorney regarding any requests pertaining to Federal Government or Local Government litigation. Rape Elimination Act Reporting Information SEXUAL ASSAULT AWARENESS This document is requested to be posted in each Housing Unit Bulletin Board at all Contract Detention Facilities. This document may be used and adapted by Intergovernmental Service Agreement Providers. While detained by the Department of Justice, United States Marshals Service, you have a right to be safe and free from sexual harassment and sexual assaults. Definitions A. Detainee -on -Detainee Sexual Abuse/Assault One or more detainees engaging in or attempting to engage in a sexual act with another detainee or the use of threats, intimidation, inappropriate touching or other actions and/or communications by one or more detainees aimed at coercing and/or pressuring another detainee to engage in a sexual act. B. Staff -on -Detainee Sexual Abuse/Assault Staff member engaging in, or attempting to engage in a sexual act with any detainee or the intentional touching of a detainee's genitalia, anus, groin, breast, inner thigh, or buttocks with the intent to abuse, humiliate, harass, degrade, arouse, or gratify the sexual desires of any person. Sexual abuse/assault of detainees by staff or other detainees is an inappropriate use of power and is prohibited by DOJ policy and the law. C. Staff Sexual Misconduct is: Sexual behavior between a staff member and detainee which can include, but is not limited to indecent, profane or abusive language or gestures and inappropriate visual surveillance of detainees. Prohibited Acts A detainee, who engages in inappropriate sexual behavior with or directs it at others, can be charged with the following Prohibited Acts under the Detainee Disciplinary Policy. • Using Abusive or Obscene Language • Sexual Assault • Making a Sexual Proposal • Indecent Exposure • Engaging in Sex Act Detention as a Safe Environment While you are detained, no one has the right to pressure you to engage in sexual acts or engage in unwanted sexual behavior regardless of your age, size, race, or ethnicity. Regardless of your sexual orientation, you have the right to be safe from unwanted sexual advances and acts. Page 12 of 13 Local Government (initial): 2 5 B-15 Federal Government (initial): Agreement Number 12-94-0006 Confidentiality Information concerning the identity of a detainee victim reporting a sexual assault, and the facts of the report itself, shall be limited to those who have the need to know in order to make decisions concerning the detainee-victim's welfare and for law enforcement investigative purposes. Report All Assaults! If you become a victim of a sexual assault, you should report it immediately to any staff person you trust, to include housing officers, chaplains, medical staff, supervisors or Deputy U.S. Marshals. Staff members keep the reported information confidential and only discuss it with the appropriate officials on a need to know basis. If you are not comfortable reporting the assault to staff, you have other options: • Write a letter reporting the sexual misconduct to the person in charge or the United States Marshal. To ensure confidentiality, use special (Legal) mail procedures. • File an Emergency Detainee Grievance - If you decide your complaint is too sensitive to file with the Officer in Charge, you can file your Grievance directly with the Field Office Director. You can get the forms from your housing unit officer, or a Facility supervisor. • Write to the Office of Inspector General (OIG), which investigates allegations of staff misconduct. The address is: Office of Inspector General, U.S. Department of Justice, 950 Pennsylvania Ave. Room 4706, Washington, DC. 20530 • Call, at no expense to you, the Office of Inspector General (OIG). The phone number is 1-800-869-4499. Individuals who sexually abuse or assault detainees can only be disciplined or prosecuted if the abuse is reported. A publication of the Office of the Federal Detention Trustee Washington, DC Published February 2008 Page 13 of 13 Local Government (initial): 2 5 B _ 16 Federal Government (initial): REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVE A MASTER SERVICES AGREEMENT WITH SIEMENS, INC. FOR CITY-WIDE SECURITY SYSTEM MAINTENANCE AND ENHANCEMENTS IN THE AMOUNT OF $2,182,870 (GENERAL FUND AND NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve a three-year agreement with Siemens, Inc. for video security system maintenance and system enhancements for the period of November 1, 2020 through October 31, 2023, with two one- year options for renewal, in an amount not to exceed $2,182,870, which includes a 10 percent contingency ($198,443), subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In 2010, the City of Santa 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 is located in the center of Santa Ana (County Seat) and houses key federal, state, county, and local governmental facilities. After conducting a comprehensive site vulnerability assessment, a gap in the protection capabilities of the Historic Downtown District and Police Detention Facility was identified, and funds were used to enhance the physical security of both areas. The current integrated video security system provides law enforcement and agencies at all levels of government the ability to maintain real-time situational awareness within the area, and increases their capability to support investigations through the review of stored video. Currently, there are 417 cameras, including seven Code Blue Help Points, comprising the City's system. This includes cameras in the following locations: Police Administration Building, Civic Center, Historic Downtown District, Police Detention Facility, Main Library, the Garfield Community Center, Roosevelt Walker Community Center, Madison Park, Chepas Park, Santa Anita Park, Windsor Park, Memorial Park, and Jerome Park. The existing system is an over -arching network of camera and software subsystems that are federated. This means that though they each have some autonomy, they are all connected to the Police Department's dedicated data center, which houses the main control servers. All were installed, designed, and configured by Siemens' Infrastructure & Cities team. The overall system has demonstrated its value repeatedly in pro- active policing efforts, criminal and administrative investigations, and within the court system. 25C-1 Siemens Master Services Agreement October 20, 2020 Page 2 The City's current agreement with Siemens for the maintenance of the system is set to expire on October 31, 2020. In order to ensure maintenance services continue uninterrupted, on April 22, 2020, the Police Department issued a request for proposals (RFP No. 20-053) for video security system maintenance and system enhancements, and offers were solicited. A summary of the RFP's and offer received is as follows: 120 Vendors notified 40 Vendors downloaded the RFP 10 Santa Ana vendors notified 3 Proposals received Outreach Efforts The Purchasing Division advertised this project through the City's online bid management and publication system, which directly notified 10 Santa Ana vendors. Two Santa Ana vendors downloaded the RFP and one submitted a proposal for consideration (Datagear,lnc.). On February 25, 2020, a pre -proposal conference was conducted, and on April 22, 2020, the City received proposals from three firms. 3D Technology Services, Datagear, Inc., and Siemens Industry, Inc. each submitted proposals for consideration. An evaluation committee consisting of representatives from the Police Department Field Operations Bureau and Police Department Information Services Division reviewed and rated the three proposals. The proposals were evaluated according to Responsiveness to RFP (20%), Product Service Offering (30%), Experience of Firm (30%), and Reasonableness of Cost (20%), as stated in the RFP. The results of the RFP Evaluation are as follows: Vendor Score Siemens Industry, Inc. 89 Data ear, Inc. 77 3D Technology Services 59 100 point maximum Maintenance Siemens Industry, Inc. (Siemens) was the most responsive, capable, and cost effective respondent. Siemens will perform regular maintenance on all system components, including preventative maintenance, quarterly inspections, and testing on all covered equipment. Siemens will also provide real-time 24/7 systems integrity/ compliance monitoring and diagnostic reporting of system components (servers and storage, core network, and edge network components), and repair and support services for the cameras, servers, VSS network components, software, licensing, and extended warranty "repair and replacement". Many of the cameras are positioned in elevated locations. Siemens will provide boom trucks and other equipment required to service hardware components in elevated locations. This agreement also provides a Video Archiving Warranty, maintaining compliance with California Government Code 34090.6. 25C-2 Siemens Master Services Agreement October 20, 2020 Page 3 The annual maintenance cost for Years 1-5 of the agreement are as follows: YEAR COST 1 $292, 000 2 $292, 000 3 $300, 760 4 $300, 760 5 $309, 782 TOTALI $1,495,302 The agreement also includes a 10 percent maintenance contingency ($149,530) for unanticipated work and repairs, for a total not to exceed amount of $1,644,832 for five years of maintenance. The agreement stipulates that maintenance costs for years 2 through 5 are contingent upon UASI grant funding. Staff will seek City Manager approval to add years 4 through 5 of maintenance services once UASI grant funding has been recognized, appropriated, and allocated for this project. System Enhancements In addition, the City's Public Works Agency has expressed a desire to enhance the City's video security system by adding several planned projects. In efforts to minimize vandalism and for the safety of staff and community members, Police Department, Public Works Agency and Risk Management staff evaluated the following sites and identified the sites as key locations in need of new or augmented video surveillance systems. Install cameras and necessary hardware at City Yard $173,870 Install cameras and necessary hardware at Santa Ana Regional Transportation Center SARTC $77,384 Install cameras and necessary hardware at Newho a Library $49,948 Install cameras and necessary hardware at Police Athletic/Activities League PAAL $34,654 Install cameras and necessary hardware at City Council Chambers Entrance $30,396 Install cameras and necessary hardware at City Hall $51,373 Install cameras and necessary hardware at the Main Library $6,500 Estimated Annual Maintenance $65,000 Total Contingency $48,913 Total Cost for System Enhancements $538,038 The cost to install the necessary cameras and backbone hardware (data -center) to handle subsystems at these sites totals $424,125. The agreement also includes annual maintenance for these new sites ($65,000), and a 10 precent contingency ($48,913), for a total amount of $538,038 for these system enhancement projects. 25C-3 Siemens Master Services Agreement October 20, 2020 Page 4 Funding for the installation of cameras and hardware for the sites referenced above has not yet been identified. The intent is to establish spending authority within this agreement, then identify funding and utilize the Notice to Proceed process to commence work at these locations. FISCAL IMPACT Funds for the maintenance services included in this agreement will be appropriated in future fiscal year budgets as follows: Fiscal Year Accounting Unit- Account # Accounting Unit, Account Description Amount FY 2021-22 12514407-62300 UASI Cal OES Santa Ana $321,200 FY 2022-23 12514491-62300 UASI Cal OES Anaheim $321,200 FY 2023-24 12514407-62300 UASI Cal OES Santa Ana $330,836 FY 2024-25 12514491-62300 UASI Cal OES Anaheim $330,836 FY 2025-26 12514407-62300 UASI Cal OES Santa Ana $340,760 Five -Year Total $1,644,832 In addition, the total amount included in this agreement for system enhancement projects is $538,038. Prior to proceeding with the installation of the system enhancement projects identified above, Public Works staff must receive Finance & Management Services Agency approval prior to proceeding with the Notice to Proceed process for each site. The amount of the agreement for maintenance ($1,644,832) and system enhancement projects ($538,038) shall not exceed $2,182,870. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: David Valentin, Chief of Police - Police Department Nabil Saba, Executive Director - Public Works Agency Exhibits: 1. Security and Surveillance Maintenance Agreement with Siemens 25C-4 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A Exhibit 1 MASTER SERVICES AGREEMENT FOR THE ON -GOING CITY-WIDE VIDEO SURVEILLANCE SYSTEM TO PROVIDE MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT is made and entered into this 20' day of October, 2020 by and between Siemens Industry, hic., ("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. In 2010, the City, through the Santa Ana Police Department ("Department"), began the implementation for the design, build, installation, maintenance and other related services to enhance the video security enhancement program (the "Program") and provide video monitoring services security/surveillance to protect and monitor critical City facilities and infrastructure. Since this program went into effect, approximately 414 security/surveillance cameras have been put into service. B. The current system encompasses a network of camera and software systems that work in tandem to connect to the Department's dedicated data center which houses the main control servers. The system has demonstrated its value repeatedly in pro -active policing efforts, criminal and administrative investigations, and within the court system. C. On April 22, 2020, the Department issued a Request for Proposal No.20-053 ("RFP"), seeking a qualified vendor to provide maintenance and repair services for the City's Public Safety Video Surveillance System, and potential installation services on an as -needed basis. The selected vendor would be responsible for working closely with the Department's Project Team and other City Stakeholders, in order to maintain the system's efficiency and operational currency within the industry. D. Consultant submitted a timely proposal which was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in the REP. E. In undertaking the performance of this Agreement, Consultant represents that it will perform such services in a professional manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar field and conform to the standards of practice observed on similar, successfully completed projects for the City. Consultant agrees that, if the services are not so performed, in addition to all of its obligations under this agreement and at law, Consultant shall re -perform or replace unsatisfactory work or services at no additional expense to City. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: Page 1 of 10 25C-5 DocuSign Envelope ID: 994D7Bo4-A6E844B9-B853-2D49ACC73F7A SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibits A & B, attached hereto and incorporated by reference. Consultant's proposal is incorporated by reference as though fully set forth herein. b. Consultant shall perform Security Upgrades to the existing security infrastructure at multiple locations across the City as detailed in Exhibit A. c. Consultant shall also provide all-inclusive maintenance for the entire City system and locations detailed in Exhibit B. 2. COMPENSATION a. The total amount to be expended for services during the term of this Agreement, including any extension periods, shall not exceed $2,182,870. This amount is comprised of the base sum of (1) $1,984,427 and (2) a 10% contingency of up to $198,443 for additional costs or services as may be directed by the City. b. City agrees to pay, and Consultant agrees to accept as payment for its services for City, the rates and charges identified in Exhibits A & B and incorporated by reference to this Agreement. Additional invoices submitted for work performed are subject to Section 4 below regarding work/change orders. c. 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. 3. TERM a. This Agreement shall commence on November 1, 2020, for a three (3) year term until October 31, 2023, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for two (2) one (1) year periods upon a writing executed by the City Manager and City Attorney. b. The parties agree and understand that all term dates in Exhibits A & B shall be reflective of the dates in Section 3.a., above. 4. WORK/CHANGE ORDERS During the term of this Agreement, City may provide to Consultant one or more written work orders, change orders, delivery tickets, or other instruments, requests or established procedures with Consultant, which shall act to require Consultant to supply or perform those Page 2 of 10 25C-6 DocuSign Envelope ID: 994D7BO4-A6E8-44B9-6853-2D49ACC73F7A services. Each request, regardless of form, shall be deemed a work/change order governed by and subject to the terms and conditions of this Agreement. 5. AMENDMENTS Any work/change order that contains any terms contrary to those within this Agreement shall be void, unless City and Consultant have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney's office. Consultant agrees and understands that substantive changes to the terms of the Agreement are subject to approval by the City Council. 6. QUALIFIED PERSONNEL; NO ASSIGNMENT/SUBCONTRACTING a. Services performed under this Agreement shall be performed only by competent personnel under the supervision and employment of Consultant. Consultant will confirm with City's reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City's request, shall be supervised by Consultant. b. Consultant is prohibited from assigning or subcontracting this Agreement or any part of it unless such action is approved by City in writing. 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. 7. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section t6000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 8. 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. Page 3 of 10 25C-7 DocuSign Envelope ID: 994D7BO4-A6E8-44B9-B853-2D49ACC73F7A 9. OWNERSHIP OF MATERIALS a. When this agreement is terminated, Consultant agrees to return to City all documents, drawings, photographs and other written or graphic materials, however produced, that it received from City, its contractors or agents, in connection with performance of its services under this Agreement. All materials shall be returned in the same condition as received. b. Any interest of Consultant or its subcontractors in studies, reports, memoranda, computational sheets, original drawings, plans, designs, maps or other documents prepared in connection with services to be performed under this Agreement, shall become the property of the City. Consultant may, however, retain one copy for its files. Such documents, even if the agreement is terminated, shall be the property of the City and may be used as it determines appropriate. 10. 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. G. 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. 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. Page 4 of 10 25C-8 DocuSign Envelope ID: 994D7B94-A6E8-44B9-B853-2D49ACC73F7A C. 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. 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. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 11. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, reeldessness, or willful misconduct of the Consultant. Page 5 of 10 25C-9 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A 12. 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 (5) 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. 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 14. CERTIFICATIONS The funds used to pay for this Agreement will be partly comprised of federal grant funds. Consultant agrees and understands that it will comply with the terms of the Certifications attached hereto as Exhibits C, D, E, and F, incorporated by reference into this Agreement. Consultant is referenced as Contractor in Exhibit C. Consultant shall keep itself informed of all City, State and Federal laws and regulations which may, in any manner, affect the performance of it services pursuant to this Agreement. Consultant shall at all times, observe and comply with all such laws and regulations. City and its officers and employees shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph. 15. 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. Conflict may be further specified in Exhibit C, attached hereto and incorporated in this Agreement by reference. Page 6 of 10 25C-10 DocuSign Envelope ID: 994D7BO4-A6E8-44B9-B853-2D49ACC73F7A 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Exhibit C and F, attached hereto and incorporated in this Agreement by reference. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant 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. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 19. 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. Page 7 of 10 25C-11 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A 20. 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. 21. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. 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. C. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This clause shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. 23. 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 Page 8 of 10 25C-12 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A With courtesy copies to: Chief of Police City of Santa Ana Santa Ana Police Department 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Facsimile: (714) 245-8116 To Consultant: Siemens Industry, Inc. Michael Dietsch, Enterprise Account Executive 10775 Business Center Drive Cypress, CA 90630 Fax: 866-289-3006 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. [signature page to follow] Page 9 of 10 25C-13 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853.2D49ACC73F7A IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: I )AMA Tamara Bogosian Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police CITY OF SANTA ANA Kristine Ridge City Manager SIEMENS INDUSTRY, INC.: Eeocuslgnetl by: YiG QG�t,W+rounAn. —CDE990242544C... By: EricAckermann Title: PacifcVice President oquaib eocu9lgned by: ieema EVOMPFF35FAF40A ... Dirk Glaser Senior Director of Finance Page 10 of 10 25C-14 DocuSign Envelope ID: 99407B04-A6E8-44B9-B853-2D49ACC73F7A EXHIBIT A SCOPE OF SERVICES - SECURITY UPGRADES AND COSTS 25C-15 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A Exhibit A SEMEN (tnce�` forinfe STATEMENT OF WORK ("SOW") NUMBER ("No.") SIE-CoSA2020-0001 FOR "City of Santa Ana Security Upgrades" BY AND BETWEEN The City of Santa Ana (CoSA) And SIEMENS INDUSTRY INC. ("Consultant') Version 2.0 September 19, 2020 This SOW No. SIE-CoSA2020-0001 is made by and between the City of Santa Ana (CoSA) and Siemens Industry, Inc. (Siemens), CoSA and Siemens are sometimes in this SOW referred to individually as a "Party" and collectively as the "Parties." This SOW No. SIE-CoSA2020-0001 is governed by the relevant Purchase Order ("PO") or Change Order ("CO") and the Master Agreement orthe terms and conditions as incorporated by reference in the applicable Purchase Order (the "Agreement'), between the Parties.. All terms not otherwise defined in this SOW shall have the same meanings ascribed to them in the Agreement or the terms and conditions as listed in the relevant Purchase Order. 1. Overview: CoSA seeks upgrades to the existing security infrastructure at multiple locations across the City. Security Upgrades predominantly include additional HDTV video security cameras, communication devices, infrastructure, power supplies, wireless radios, mounting hardware and electrical conduit and software. Siemens supports the City with maintenance and repair of these systems and it is assumed all described work shall connect to the CoSA city-wide surveillance and security platform. This SOW shall include the following individual system additions that are delineated for budgeting and approval purposes: 1. City Yard Security- Installation of video security cameras and connectivity infrastructure at the CoSA City Yard. Cameras are exterior located with wireless, fiber-optic and copper communications. Software and video server + storage has been included in base bid. $173,870.00 2. Santa Ana Regional Transit Center (SARTC)- replacement of legacy (end of life and support) video management software, servers, and storage. Siemens to replace with City standard Milestone Corporate Xprotect and connect to City networks. No additional cameras have been provided in base bid. $ 77,384.00 3. New Hope Library- Installation of a new video security system forthe library. Coverage to include indoor and outdoor surveillance. $ 49,948.00 25C-16 Docu5i9n Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A SIEMENS rt��ui%-f nr G f e 4. PAAL- InstallationofvideosecurityforthePAALfacility. Indoor substation camera, general indoor camera and exterior building surveillance shall be provided in base bid. $ 34,654.00 5. City Council Chamber Entrance- General outdoor and plaza security surveillance shall be provided. Rear parking structure camera, included in base bid. $ 30,396.00 6. City Hall- Remove and replace current City Hall storage workstation. Move monitoring location to new security office. Upgrade 8 cameras with new digital cameras (media converters). Existing cabling to be utilized. $ 47,073.00 7. Central Library- Installation of three new cameras for inclusion in Library coverage (outdoor-2, indoor-1). $ 6,500.00 2. Period of Performance SOW Start Date: November 01, 2020 SOW Completion Date: December 31, 2021 3. Key Personnel: 5.1 The following are the primary contact persons for the Parties in this SOW: Role - Resource Name _ Phone Email Project Manager Mark Tarasiak Solutions Architect David Engel _ Systems Engineer Ismael Ortiz Field Engineer Rob Gaber Project Coordinator Kimberlie Paige 4. Delineated SOW and Budgets: 25C-17 DocuSign Envelope ID: 994D7B04-A6E8-4489-B853-2D49ACC73F7A SIEMENS �NACPMuti� •�or (n'fe. • Siemens shall provide all software, hardware, equipment, tools, licensing and professional services per this SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. • All equipment shall be provided with a one-year equipment and workmanship warranty. • Siemens shall furnish and install twenty five (25) fixed and multisensor cameras across the City Yard. Milestone Xprotect camera licenses (25) and support program enrollment shall be included. Cameras shall be installed per the provided schedule of protection map and referenced matrix. • Siemens shall be responsible for all mounting materials, including pedestal, parapet and corner style, per the drawings and field requirements. • Siemens shall provide all conduit and cable installation required for described protection plan. • Siemens shall provide and install wireless radios for communication between buildings. Where existing fiber shall be utilized, Siemens shall provide media converters. Copper cabling shall be provided from cameras to IDF, switches, media converters and radios, as required. • Siemens shall utilize all existing network switches where available for connection to CoSA network. Siemens shall provide new communication and provide local network, as required for operational system. • Siemens shall install HP servers and storage for 380days of camera data archival. Storage and servers shall be installed in existing 19" vertical rack enclosures in operations center. • Training shall be provided for up to 4 persons in a single training session. Not to Exceed 4 hours for single session. • Siemens engineering documentation shall include site plan and project riser diagram. • Siemens assumes normal business hours Installation. • Siemens assumes local 110v power shall be utilized for installation of new devices. • Siemens assumes existing conduits to front gate shall be utilized and available. Siemens excludes new trenching for any part of described scope. ,vcomponent 4 Radio Part Nu7 KBE-5AQ-Gen2 Description SGHzyohobeamAC, High -Performahce,pi WAX ac Bridge, M"droumper[.m .,cewht amalL�oofprini 450+Mbps,15+k Ran e 3 Radio PS-5AC 5 GHz PrismStalion 0 Converter : INS-3AF-0-G 60;W7r Power Qver Ethernet Converter'Output Ethernet Cable; i i ab�i Su •ort i Antenna Horn-5-45 Horn-5-45--5 GHz Horn Antenna, 45 2 Antenna Hom-5-30- Homy-30-5 GHz Horn Antenna, 30 7 Cabling 7136100 GenSPEED Cable, Direct Burial or Duct; CAT 6; 23 AND; 4 Pair; 1000 R 4 Switch WS-12-400-AC 2 Switch WS-&MINI 1 Rack Wall Mount MRQ351S10 MiniRaQT"SECURE Compact6U+4U-wl Vented Bottom B SFP GLC-SX-MM 25C-18 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A SIEMENS 1tnrh i4 forGfe Network vandal outdoor Multi -sensor dome camera; panoramic 1800 view, (21VIP X 4 sensors) 7 3MP (9 30fps, ldplebodes 2 Camera PNM-9020V H265IH.264/MJPEG with WlseStream technology, defocus detection PTZ hand over and built in analytics, Heatmap PoE+, IP66/IK10 Network vandal outdoor camera that combines Multi -sensor Multi - Directional camera, (2MP/5MP X 4 sensors sold separately) 8MP -20MP (2MP @ 60fps or 5MP Q30fps) fixed focal lens modules and 2MP 32x optical mom PTZ, triple codec H.265/H.264/MJPEG with WiseStream II technology, 15OdB WDR @ 2MP or l20dB @ 5MP, defocus detection, built in analvics, 4x SD card, hallway 4 Camera PNM-9320VQP view, HLC, defog detection, SFP slot, DIS(Gyro Sensor), HPoE, IP66/I1<10, -40°C - +55°C (40T -+131 T) 2MP Lens modules: SLA-2102400P (2.4mm), SLA-2M2800P - (2.8mm), SLA-2143600P (3.6mm), SLA-2M6000P (6mm), SLA- 2M1200P (12mm) 5MP Lens modules: SIA-5M3700P (3.7mm), SLA-5M4600P 4.6mm, SLASM7000P 7.Omm ' 16 Lens ,.. SLA5M3700P 1/1.8 (5MP CMOS with a 3.7mm fixed focal lens, Fov:\P. .H, 07.5°, 71.9'Tor the PNM-9320VQP Wisenet P series network vandal outdoor Multi -sensor Multi- Directional dome camera, (2MP X 4 sensors) 8MP @ 601 motorized varl-focal lens 2x (3.0-6.Omm) (107°-56.3°), PTRZ (Pan/Tilt/Rotato/Zoom) remcte adjustment, triple codec 2 Camera PNM-9084QZ H.265/H.264/MJPEG with WiseStream Il technology, 120dB WDR, defocus detection, built in analytics, true DIN, 4x SD card, hallway view, HLC, defog detection, 31-Directional Audio, Alarm VO 1M, HPoE (injector Included), IP66/I1<10, -40"C - +55°C (AO*F - +131°F, White 5MP x4ch mulii-directional camera, Motorized PTRZ support, Max.. 30fps(�SMP(H.255, H 264); 4.13-8.4him�2.3x) motor<md var'rfocal' 3 Camara . pNM-9085RQZ. lens, IR viewable length, 30m, H.265„H.264, MJPEG codex Multi' streamjng,Video analt5ce, INlseSfrearrill,IP66, IK1Q.NEM44X Network vandal outdoor Multi -sensor Multi Directional dome camera, (2MP X 2 sensors sold separately) 4MP @ 60fps, modular lenses from 2.4, 2.8, 3.6 and 6mm lenses, triple codec 4 Camera PNM-7000VD H.265/H.264/MJPEG with WiseStream ll technology, 15OdB WDR, built in analytics, 2x SD card, hallway view, HLC, defog detection, DIS, PoE, IP66/IK10, -40°C -+55°C (AOT-+131 T). Lens modules: SLA-2M2400D (2.4mm), SLA-2M2800D (2.8mm), SLA-2M36000 3.6mm, SLA-2M60000 6mm Wisernel X series Plus powiered by Wisenet 5 network outdoor vandal dome camera modu�er structure 2MP Full HD(1080p) Q 60fps,,, ratonmd vari-fodal lens 4.3x(2.8=12mm)(119.5°-27.9°), s PTRZ,itriple codec H.265/H?64/0P G withW,IseStream If 10 Camera ' XNV fi081Z technology. ,ti50d)3 WDR, USB pdQfar easy Inslallahgn, advenced video anatyllcs; sound ctassfre Uonand business `anal lylics, shack,' defection, audio playback tvia rue D/N, d'dal SD card, allivay`W, HLC, defog detection, biS (Gyro) 12}jpOlPoE, optional 24VAC, ' IP67/IP_66/KIK{O+Nerre 4X;tlC80°C +1406 i) white color, woryskinincluded optional black skin cover ' 2 Mount SBP-201HM Hani Mount 9 `Mount, f "iSBP-300WMI WaIPMounl 3 Mount SBP-300WMW1 Wall Mount White 61 ,Mount ;. ". SBP 300E `' wallPMOunf Basa 3 Mount SBP-30OBW Wall Mount Base White 6 Mount 3. '. SBP 317HMW-. Hanging Ca 4 Mount SBP-30OHM6 Hanqinq Mount 2 Mount SSP-30OKM : Comer Mount 3 Mount SBP-187HM Hanginn Ca 2 Mount ' ;: SBP-300PM' - Pole: Mount 1 1 Server QUOTE Custom Build -8OTB Usable S ace 25 ' License: XPPCL ..XProtect Professional Device License 25 1 License YXPPCL 10ne year Care Plus for XProtecl Professional Device License 25C-19 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49AC073F7A SIEMENS �v.�:etitiiF� {,or li f e. Materials, Equipment and Software: $ 79,932.00 Project Management: $ 7,788.93 Engineering and Installation: $ 76,533.22 Miscelllaneous, Shipping, Warranty: $ 4,020.58 California Tax: $ 5,595.24 Total: $ 173,869.97 CityYard Security Upgrades: ......................................................................................... $ 173,870.00 25C-20 DocuSign Envelope ID: 994D7BD4-A6EB-44B9-B653-2D49ACC73F7A SIEMENS h1a.¢.tn*-for, fe. Santa Ana Regional Transit Center (SARTC) Statement of Work (SOW): • Siemens shall provide all software, hardware, licensing and professional services perthis SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. • All equipment shall be provided with a one-year equipment and workmanship warranty. • Siemens shall remove the existing OnSSI Occularis video management system and replace with Miletone Xprotect. All licenses (39) shall be provided with software maintenance pro -rated to renew with CoSA city-wide system. • Siemens shall provide one (1) client workstation and monitor (23") for programming, administration and monitoring of SARTC cameras in operations office. large format monitor to remain and be connected to. • Siemens shall utilize all existing network switches and assumes all cameras, switches, UPS, midspans and cabling infrastructure is in good working order. • Siemens shall provide optional per camera replacement costs as optional for CoSA consideration. • Siemens shall install HP servers and storage for 380days of camera data archival. Storage and servers shall be installed in existing 19" vertical rack enclosures in data center. • Training shall be provided for up to 4 persons in a single training session. Not to Exceed 4 hours for single session. • Siemens excludes site plans and drawings. • Siemens excludes repair of non-functioning cameras with base bid. • Option: Single Minidome (Hanwha QNV-7080R) excludes extenders, cabling or media converters. Camera includes wall mount, labor, misc. shipping and tax. Materials, Equipment and Software: $,. 52,307.69 Project Management: $ 4,800.00 Engineering and Installation: $ 14,000.00 Miscelllaneous, Shipping, Warranty: $ 2,615.38 California Tax: $ 3,661.54 Total: $ . 77,384.62 Option: Single Minidome Camera $ 1,115.38 Replacement includes camera, labor (ea) SARTCSecurity Upgrades: ......................................................................................... $77,384.00 25C-22 DocuSign Envelope ID: 994D7B04-A6E844B9-B853-2D49ACC73F7A EIV Ik!/OK"i�-forfnf4- Hope • • Siemens shall provide all software, hardware, licensing and professional services perthis SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. • All equipment shall be provided with a one-year equipment and workmanship warranty. • System coverage shall provide identification of visitors and employees entering the library at front and rear entrances. General coverage of interior library shall also be provided. • Exterior coverage shall survey parking lots and front and rear building entry areas, including patio. • Patch and Paint is excluded from Siemens scope. • Siemens shall provide racks, network switch, UPS and power supplies for cameras. It is assumed that a suitable 110v power source shall be found and utilized for systems. • Siemens assumes existing Library workstations shall be used forviewing of cameras. Siemens shall load Xprotect software on City workstation for use by staff in monitoring and reviewing archived video. Storage is provided for 385 days of video archival (estimated). Exterior Cameras: Four- 5MP Outdoor Fixed Cameras on opposing corners of building for front, sides and rear general coverage One- SMP Outdoor Fixed Camera for front entry exterior One- 2MP Outdoor Fixed Camera for rear patio Interior Cameras: One- 6MP Indoor Fixed Camera for front entry lobby and incoming visitors One- 2MP Indoor Fixed Camera for rear corner (media center and restroom coverage) Two- 6MP Fisheye 360 degree cameras for main library coverage One- 2MP Indoor Fixed Camera for front reading area One- 2MP Indoor Fixed Camera for meeting room coverage One-2MP Indoor Fixed Camera for rear entry One- HP Server and Storage SOTB- w/ Milestone Xprotect Licenses (13) One- UPS One- Wall Rack and patch panels One- Cisco 1000 Switch Materials, Equipment and Software: $ 27899.22 Project Management: $ 4,459.77 En ineeringand installation: $ _ 14,233.00 Miscelllaneous, Shipping, Warranty: $ 1,403.33 California Taxi $ 1,952,95 New Hope Library Security: ........................... Total: $ 49,948.27 .$ 49,948.00 25C-23 DocuSi9n Envelope ID: 994D7B04-A6E8-4469-B853-21)49ACC73F'7A SIEMENS ,(A oK"iE .ForG'fe Police Athletic and Activity League (PAAL) Statement of Work (SOW): • Siemens shall provide all software, hardware, licensing and professional services per this SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. SIEMENSASSUMES USE OF OTHER STORAGE SERVERS. No additional storage has been specified for this location and assumes connectivity to other City systems for use of existing storage. • All equipment shall be provided with a one-year equipment and workmanship warranty. • Siemens to provide network switch, UPS, patch panels and wall mount. Cameras shall be powered PoE. • Siemens assumes connectivity to City networks. One- 20MP 360 degree multisensory camera for installation in PAAL main activity area. One- 2MP indoor fixed camera for Police Substation desk Five- 5MP outdoorfixed cameras for general surveillance around the facility Five- Conduit and connections to building. One- Wall Rack and patching panels One- Cisco Switch Lot- Misc. cabling and connections Seven- Milestone Xprotect Camera Licenses Materials, Equipment and Software: $ 13,855.00 Project Management. $ 4,255.00 Engineering and Installation: $ 14,877.00 Miscelllaneous, Shipping, Warranty: $ 696.91 CaliforniaTax: $ 969.85' Total: $ 34,653.76 Santa Ana PAAL Security: ......................................................................................... $34,654.00 25C-24 DocuSign Envelope lU 994D7B04-A6E8.44B9-B853-2D49ACC73P7A SIEMENS �tn�ec.wiir {or G'fe • a • Siemens shall provide all software, hardware, equipment, tools, licensing and professional services per this SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. • All equipment shall be provided with a one-year equipment and workmanship warranty. • Siemens to furnish and install cameras for field of view coverage of main Chamber entrance doors (exterior), Ross Annex windows (plaza general) and rear Chamber area by parking structure entry doors. • Siemens to provide connectivity with other storage servers. No additional storage has been provided. Add ($ 10,400.00 for storage if required) • Siemens to install conduit and cabling for connections to City Hall building through security entrance. One- 5MP fixed camera with FOV of Chamber Entrance Doors. Camera shall be mounted to ceiling Two-5MP fixed cameras for general view of plaza and facing Ross Annex windows One- 5MP fixed camera for rear Chamber building facing parking structure doors Four- Pendant and hanging mounts (as necessary) Four- Milestone Xprotect Licenses One- Cisco Network Switch Lot- Cabling Lot- Conduit and equipment for mounting of cameras (high mounting areas) Council Chambers ware: Materials, Equipag, $ 7,682.00 Pent: $ 4,691.00 Engineering andtion: $ 17,099.00' Miscelllaneous, ranty:$ 386.40 Tax: $ 537.74 Total: $ 30,396.14 Santa Ana Chamber Entry Security: ......................................................................................... $30,396.00 25C-25 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A SIEMENS iN9R/nN i{y �or �.t fC. City Hal I Security Upgrades Statement of • • • Siemens shall provide all software, hardware, equipment, tools, licensing, and professional services per this SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. • All equipment shall be provided with a one-year equipment and workmanship warranty • Siemens to remove existing Milestone HUSKY storage appliance and replace with HP DL380 Server and storage. Server shall receive 80TB and be utilized for Chamber and Plaza Cameras, as well as other City camera systems (library, PAAL, etc.) • Siemens to patch cabling above Ceiling and connect to new switch in basement server room • Siemens shall supply and install new client monitoring computer with large format monitor (existing monitor is excluded from scope). • Siemens to replace existing (8) cameras with High Definition cameras. Cameras will require ethernet extenders (included in SOW). • Siemens to reprogram existing licenses for use in system. • Husky to be removed from system and provided to client for disposal. Husky does not provide required 1 year storage of video, therefore it is recommended to be replaced so that storage minimum may be attained. • Siemens ASSUMES City network switch may be used and has excluded any additional network switch for this scope of work. City Hall Relocation Materials, Equipment and Software: $ 23,988.00 Project Management: $ 7,522.00 Engineering and Installation: $ 12,677.00 Miscelllaneous, Shipping, Warranty: $ 1,206.60 California Tax: $ 1,679.16 Total: $ 47,072.76 CityHall Server/Camera Replacement: ................................................................................ $47,073.00 OPTION: Relocate all existing equipment to new monitoring room $ 4,300.00 • No new equipment • Reutilize existing equipment- HUSKY to remain (will not provide 1 yr storage) • Relocate monitor (assumes monitor and mount to be re -used) • Patch existing cameras to new location of server • No new racks • No camera troubleshooting. Assumes all cameras are operating. 25C-26 DocuSign Envelope ID: 994D7Bn4-A6E844B9-B853-2D49AC073F7A SIEMENS ftn�tii� f'orG fe, Central Library Camera Adds Statement of Work • • Siemens shall provide all software, hardware, equipment, tools, licensing, and professional services per this SOW. • Siemens shall provide a project manager, engineer and field specialist for installation and commissioning of described systems. • Siemens shall provide all programming and commissioning of systems into the City's Milestone Xprotect System. • Siemens shall be responsible for all storage and computing calculations and programming of communication routers/switches in conjunction with City IT. • All equipment shall be provided with a one-year equipment and workmanship warranty • Siemens to furnish and install new cameras for three (3) areas: o Front Library Parking Spaces- One 5MP fixed camera to be mounted for capture of vehicles and employee entrance door. Installation will require coring of building wall. o Front Library camera- One 5 MP fixed camera to be mounted for coverage of problem area in front of library. Installation to require conduit and wall coring o Basement Fixed Camera- 12MP fixed camera ceiling/wall mounted for coverage of Adult Computer Room entry and coverage of Teen area from stairs and elevator. • Cameras shall be connected to existing systems for storage. Storage is excluded from this SOW. • Siemens assumes available ports on network switch. No switch provided. • No wireless radios provided. Central Library Materials, Equipment and Software: $ 11,344.00 Project Management: $ 1,111.00 Engineering and Installation: $ 3,867.38 Miscelllaneous, Shipping, Warranty: $ 83.60 California Tax: $ 94.08 Total: $ 6,500.01 CoSA Central Library Camera Adds: ................................................................................ $6,500.00 25C-27 DocuSiyn Envelope ID: 994D7BO4-ABEB-44B9-BB53-2D49ACC73F7A EXHIBIT B SCOPE OF SERVICES - MAINTENANCE SERVICES AND COSTS 25C-28 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A Exhibit B SIEMENS Siemens Industry, Inc. Smart Infrastructure (SI) Los Angeles Branch September 18, 2020 City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 City of Santa Ana Security and Surveillance Maintenance Services Ag nt (October 1, 2020 through September 30, 2025) 1. Siemens shall provide the City of Santa Ana Maintenan Repair and Support Services (Siemens Service Program). This docume sha s Statement of Work (SOW) and describe services, expectations, ind 'o s, eV sand the investment summary. 2. Term shall commence on October 1, 2020 and ex e ember 30, 2025 (60months) and include systems at the following locations (but no ite to): a. Santa Ana City Hall, 20 Civic Center Pla I. State Building, 605 Santa Ana Blvd b. Ronald Reagan Federal Courthous Federal Building, 34 Civic Center Plaza Building, 411 West 4th Street k. City of Santa Ana Jail, 62 Civic Center Plaza c. Santa Ana Police Department, 0 is I. Downtown Communications and Camera Center Plaza Systems (Code Blue/ Cameras) d. Santa Ana Library, 26 Ce r aza m. Roosevelt Community Center e. Santa Ana Civic Cent re ' cluding n. Garfield Community Center street lights (7) o. Madison Park f. Orange Co h se 751 W. Santa p, Chepas Park Ana Boulevar q. Santa Anita Park g. R e o ing, 10 Civic Center Plaza r. Windsor Park v t C 500 W Santa Ana Blvd s. Memorial Park 3. shall provide Software Maintenance Agreements for the following 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) Unrestricted SOW Page 11 25C-29 DocuSign Envelope ID: 994D7B94-A6E8-44B9-BB53-2D49ACC73F7A SIEMENS Siemens Industry, Inc. Smart Infrastructure (SI) Los Angeles Branch 4. Services agreement shall provide extended warranty 'repair and replacement' coverage for the following systems and components: a. Milestone XProtect system i. Servers (7) b. Hiperwall Video Wall i. Servers ii. Workstations (5) iii. Network switches (2) iv. Monitors (10) c. Sureview Immx I. Server d. All Siemens installed and connected camera 04) t i ne Xprotect System e. Power Supplies f. Encoders g. Siemens supplied network switches i. Cisco ii. HP h. Communication Radios i. Ubiquiti ii. Bridgewave iii. Siklu I. All connections ca ing provided by Siemens. 5. Siemens sha a ystems wide review and documentation effort. Siemens shall identify all en the City's system and will provide drawings inclusive of, but not limited to IP/MAC addressing ii. Type oj,�` iii. Location b. Servers c. Wireless Radios d. Code Blue- Emergency Communication e. Network Switches Unrestricted SOW Page 12 25C-30 DocuSign Envelope ID: 994D7004-A6E8-4489-B853-2049ACC73F7A SIEMENS siemens Industry, Inc. Smart Infrastructure (S) Los Angeles Branch 6. Drawings shall include site address, site plan/floor plans (whichever is applicable) and riser diagram, if applicable. 7. Services agreement shall provide preventative maintenance services on a quarterly basis for the following systems: a. Test and Inspection i. Cameras (206) ii. Encoders iii. Radios iv. Antennas v. Power Supplies vi., Network Equipment vii. Servers b. Cleaning i. Cameras (206) ii. Power supplies iii. Antennas Preventative Maintenance (Test and testing on all covered equipment. B; authorized to replace parts or alter findings shall be provided in a qua reports, as part of client servic n updates, as part of annual pr to no additional cost, with th li ft items included in this s II b excludes the tesUnsD ti an lea lect). mens shall provide quarterly inspections and mal findings, Siemens technicians will be s a programming to optimize the systems. All Oe to the client. Siemens shall maintain quarterly Wm ortfolio. Siemens will provide all system software tenance visits. All software updates are provided at a maintenance programs (included in this program). All rly delineated in the scope of work document. Siemens 1 of SA Jail cameras. Extended Warran ep Replace): Siemens shall provide added warranty coverage for the identified co the clients system. Repair and replacement of worn, failed and malfunc ent will be provided during normal business hours, with next day service res sje%eraes. Should the component be of critical or of an emergency nature, Sie ide 4-hour response in diagnosing of issue and beginning of repair process. Siemenrovide temporary replacement from back -stock, if available. Siemens does not includeock equipment as part of this service. All afterhours and weekend services are covered under this agreement, when required. 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, Unrestricted SOW Page 13 25C-31 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A SIEMENS Siemens Industry, Inc. Smart Infrastructure (SI) Los Angeles Branch uptime, optimized configurations of hardware and software, and for diagnostic reporting that reduces life cycle costs to the system. Video Archiving: 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 Reporting 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 be performed during normal business hours. to • Siemens excludes all equipment not supplied and installed le ns, explicitly stated in this scope of work. Such items may include (b no o) Cisco Network Switches provided by others, "Promise" storage arr, , se stations not included in coverage material list. Siemens has ext d d warr n Siemens supplied equipment. • Siemens' Integrity/ Compliance Monitoring and t eporting service is provided utilizing Siemens' cloud -based services. All soft a an hardware is maintained by 41, Siemens. • Siemens excludes all foliage control, • All permits and submittals to city, or of work. • SA Jail test, inspection and covered by repair and re • Siemens maintains HP uired for radio communication. by others and excluded from this scope from base services. All equipment is gstatus, Milestone Platinum Partner status and Cisco Gold Certified staZiggreement a aid maintenance is executed by appropriately trained service engineers. • Siemens re' or acceptable client Purchase Order, prior to all work ng parts acquisition or project mobilization. • r is li it to equipment and licensing provided by Siemens, per site location. All equip t ® led, installed or programmed by 3rd party is excluded from services • Pricin d SOW is based on current system configuration and architecture. Additions to system shall be addressed annually upon program anniversary. Unrestricted SOW Page 14 25C-32 DocuSign Envelope YD: 994D7Bg4-A6E8-44B9-B853-2D49ACC73F7A SIEMENS Siemens Industry, Inc. Smart Infrastructure Los Angeles Branch Version 1.1- City of Santa Ana Security and Surveillance Maintenance Services Agreement: Year One: October 1, 2020- September 30, 2021................................................$ 292,000.00 District: Center: Sa Year Two: October 1, 2021- September Year Three: October 1, 2022- Septe Year Four: October 1, 2023- Sep e Year Five: October 1, 2024- to Jke SIEMENS rN4tNNlIV�tlnGfC - 2 $ 292,000.00 2 $ 300,760.00 S24................................................$ 300,760.00 2025................................................$ 309,782.00 Total Value: $ 1,495,302.00 Unrestricted SOW Page 15 25C-33 DocuSign Envelope ID: 994D7B04-A6E6-44B9-BB53-2D49ACC73F7A Exhibit C CERTIFICATIONS a. Debarment and Suspension — Contractor will comply, and all its contractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. C. Americans with Disabilities Act of 1990 - (ADA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt 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 any federal action concerning the, award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its contractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable, including filing a Disclosure of Lobbying Activities Attachment 1. g. Non -Discrimination and Equal Opportunity - Contractor will comply, and all its contractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 25C-34 DocuSign Envelope ID: 994D7BO4-A6E8-44B9-B853-2D49ACC73F7A 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. Contractor agrees to the following: (1) CONTRACTOR agrees to comply with Executive Order 11246 which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. (2) CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964 which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. (3) No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. CONTRACTOR is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. (4) CONTRACTOR agrees to comply with the Age Discrimination Act of 1975 which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this age discrimination clause. (5) CONTRACTOR agrees to comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. h. Contractor will comply, and all its contractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. 25C-35 DocuSign Envelope ID: 994D7B04-A6E8-44B9-BB53-2D49ACC73F7A i. Contractor will comply, and all its contractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its contractors will comply, with all requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its sub -contractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5). Contractor will adhere to the most current Davis Bacon Act Wage Decision CA3 5 at the time of the U.S. Department of Housing and Urban Development approval for the noncompetitive proposal. Davis Bacon Act Wage Decision Attachment 2 is the earliest applicable wage decision. 1. Contractor will comply, and all its contractors will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. In. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. P. Contractor will comply with the Federal Water Pollution Control Act (33 U.S.C. 1251-1387) as applicable. q. Contractor agrees that the Department of Homeland Security and the Department of Housing and Urban Development shall have the authorityto seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. r. Pursuant to 2 CFR section 200.315, Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Federal government has the right to: (1) Obtain, reproduce, publish or otherwise use the data produced under a Federal award; and 25C-36 DocuSlgn Envelope ID: 994D7B94-A6E8-44B9-B863-2D49ACC73F7A (2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. Contractor will provide information pursuant to 2 CFR section 200.315(e) for response to a Freedom of Information Request when applicable. S. Contractor will comply with the provisions of 2 C.F.R. section 200.315 regarding the use of intangible property. t. Contractor will comply with all applicable local, state and federal statutes, codes and regulations regarding the use of state or federal grant funds and property acquired with those grant funds. U. If the product is defective, does not friction as represented or advertised, City is entitled to either a full refund of the purchase price or replacement of the product for a new product at the City's election. V. Contractor will comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. W. Contractor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. 25C-37 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A X. Contractor will comply with Section 3 of the Housing and Urban Development (HUD) Act of 1968 that helps foster local economic development, neighborhood economic improvement, and individual self-sufficiency. The Section 3 program requires that recipients of certain HUD financial assistance, to the greatest extent feasible, provide job training, employment, and contracting opportunities for low- or very -low income residents in connection with projects and activities in their neighborhoods. Contractor will certify the Section 3 Clause Attachment 3. Contractor will adhere to the Federal Labor Standards Provisions Attachment 4. Z. Contractor agrees to provide a drug -free work place and to execute a certification as set forth in Attachment 5. aa. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, Contractor certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of Contractor. Further, any conflict or potential conflict of interest of any officer of Contractor shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by Contractor to CITY regarding any changes or modifications to its board of directors and list of officers. 25C-38 DocuSign Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A EXHIBITS D-F CERTIFICATIONS FROM CONSULTANT'S PROPOSAL IDENTIFIED AS ATTACHMENTS D-F 25C-39 DocuSign Envelope ID: 994D7B94-A6E8-44B9-B653-2D49ACC73F7A LAC ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7,106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above noncollusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this noncollusion affidavit. Proposers are cautioned that making a false certificatlon may subject the certifier to criminal prosecution. State of California, County of Subscribed and sworn to (or affirmed) before me on this 28 day of May , 2020 , by (y r� S` ae 1 proved to me on the basis of satisfactory evidence to be the person(s) who a peare before me. Notary Puollo . California F ® orango county Commission # 2162557 M comm. Ex Irus Au I3, 20 Notar ublic SINnatfire Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-053 Video Surveillance System Maintenance and Repair Services Page 38 of 49 25C-40 DocuSign Envelope ID: 994D7B94-A6E844B9-B653-2D49ACC73F7A 0 ATTACHMENT E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities, in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tler subcontracts, which exceed $100,000 and tall suqu subrecipients shall certify and disclose accordingly. 1 Signed: 9 Title: Manager of Security Service and Solutions Firm: Siemens Industry Inc. Date: 5/28/20 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-053 Video Surveillance System Maintenance and Repair Services Page 39 of 41 25C-41 DocuSlgn Envelope ID: 994D7B94-A6E8-44B9-B853-2D49ACC73F7A ATTACHMENT NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, Including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contractor with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence Immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract RFP No. 20-053 Video Surveillance System Maintenance and Repair Services Page 40 of 41 25C-42 DocuSlgn Envelope ID: 994D7B04-A6E8-44B9-B853-2D49ACC73F7A 0 ATTACHMENT F (continued) NON-DISCRIMINATION CERTIFICATION or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter Into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties Imposed for a violation of the Chapter. Signed: Title: Manager of Security Service and Solutions Firm: Siemens Industry Inc. Date: 5128/20 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-053 Video Surveillance System Maintenance and Repair Services Page 49 of 49 25C-43 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVAL OF AGREEMENTS WITH ARC DOCUMENT SOLUTIONS INC, URM TECHNOLOGIES, AND VIATRON SYSTEMS, INC. FOR SCANNING, DIGITIZING AND INDEXING SERVICES FOR A TOTAL NOT TO EXCEED $500,000 (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK�7►111►U1q�iC�. FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute agreements with ARC Document Solutions Inc., URM Technologies, and ViaTRON Systems, Inc., to provide scanning, digitizing, and indexing services for the Planning and Building Agency, Building Safety Division for a period of four years, from October 20, 2020 through October 19, 2024, with the option to renew for an additional two-year period, for a not -to -exceed amount of $500,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Planning and Building Agency Building Safety Division receives plans, permits, applications, and other documents to maintain official records for properties and structures throughout the City. The State of California mandates that the City manage and archive the permit records and the construction documents associated with building permits that are issued by the City. Currently, all existing and new permit records are stored in filing cabinets. Construction documents such as plans and specifications are archived by a third -party scanning service and stored on CDs or USB flash drives (digital storage devices) for future viewing. Older construction plans are in microfilm form and are accessed by using an antiquated microfilm viewing machine that requires constant maintenance. By using technology and providing an electronic document management system, the Building Safety Division can be efficient and save time and resources by no longer needing to store and retrieve paper documents. These document include large rolls of construction plans, numerous address files of paper permits, and related permit information. Staff work efficiency can be greatly increased by the time savings in not having to process, label, and file paper documents. Also the labor-intensive duties such as the numerous Public Records Requests that the agency has to process in searching and copying historical documents will be streamlined, saving tremendous 25D-1 Scanning, Digitizing, and Indexing Service Agreements October 20, 2020 Page 2 amounts of staff time, as documents will all be available electronically. In addition, the amount of storage space needed to house paper documents has exceeded our current available facilities. Our design professional customers are requesting to submit plans and documents electronically to save on cost and paper resources. However, the City currently cannot accommodate the current electronic technology due to antiquated paper processes and filing systems. An electronic data management system will save staff time, customer time in printing and driving plans to the City, and physical resources such as paper, printing, and storage space. The digitization of our permits and plans information will also allow for integration with GIS systems and future land management systems to create an efficient, labor-saving, electronic system that will facilitate development and simplify the permitting processes for our customers. Request for Proposal (RFP) Process On July 30, 2020, a request for proposal (No. 20-043) (Exhibit 1) was released in order to provide an opportunity for vendors to submit proposals for the scanning, digitizing, and indexing services for Building Safety. The Information Technology staff reviewed the RFP prior to the posting on PlanetBids to ensure all the technical requirements were compatible with the City's document storage solution (Laserfishe). The Building Safety Division held an on -site job walk meeting on August 19, 2020. The deadline to submit proposals was on September 3, 2020 and eight proposals were received. A selection committee was appointed by the Building Safety Manager and the committee reviewed and ranked the proposals based on the following criteria: . Overall ability to provide the services based upon the responses to the RFP (25%) . Technical qualifications and experience of key members of the engagement team and the firm (15%) • Experience with similarly sized governmental agencies in providing the types of services outlined in this RFP (20%) • Capability of handling all aspects of the engagement as defined as well as providing support and technical assistance (20%) • Fees and charges related to the level of work proposed (20%) Below is an overview of the proposals received: Proposer Rank ARC Document Solutions Inc. 1 URM Technologies 1 ViaTRON Systems, Inc. 2 MetaSource 3 A tara 4 Spectrum 5 Avenu 6 TierFive 6 25D-2 Scanning, Digitizing, and Indexing Service Agreements October 20, 2020 Page 3 Based on these rankings, the recommended vendors to provide scanning, digitizing, and indexing services are ARC Document Solutions Inc. (Exhibit 2), URM Technologies (Exhibit 3), and ViaTRON Systems, Inc. (Exhibit 4). Each of these vendors demonstrated in their RFPs that they are qualified and capable of providing the needed services. Pricing ViaTRON Systems Inc., located in Gardena, California, proposed the most competitive pricing. With over 30 years of experience, ViaTRON currently provides services to organizations similar in size to the City of Santa Ana, including County of Los Angeles, City of Fresno, Butte County, City of Fontana, and City of Bakersfield. Experience ARC Documents Solutions Inc. and URM Technologies both scored the highest overall. Both vendors have experience scanning, digitizing, and indexing data. ARC Document Solutions Inc. offices are located in Costa Mesa, California, currently provides the scanning and digitizing of Building Safety documents, plans, and permits. In addition, ARC has experience working with Orange County Public Works, County of Ventura, and City of Buena Park. URM located in Valencia, California has direct experience working with the City of Santa Ana document management system, LaserFiche. URM scans, indexes documents, plans, and permits then uses the LaserFiche briefcase to enter the information directly into the LaserFiche system. In the event that one of the selected vendors is unable to perform the required scanning and indexing for this fiscal year due to a backlog, the other two vendors shall be available which will ensure the scanning and indexing of records will continue to be processed and avoid additional delays. Also, if one of the vendors is no longer in business, retaining the services of three vendors as opposed to one, will ensure the continuous scanning, digitizing, and indexing services. Local Preference Ordinance In a continued effort to support and promote local businesses, the RFP included standard language specifying that Santa Ana and/ or Orange County based businesses will receive additional preference for being local. This program was created to give qualifying Santa Ana and Orange County businesses a competitive advantage in winning City contracts, as well as promote increased economic activity in the community as City funds spent on contracts recirculates in the local and regional economies. Although none of the vendors who submitted proposals were located in Santa Ana, ARC Document Solutions' local office is in Costa Mesa, Orange County. FISCAL IMPACT Funds will be budgeted in account No. 01116520-62300 and will be made available from FY2021- FY2024 contingent upon annual budget approval. 25D-3 Scanning, Digitizing, and Indexing Service Agreements October 20, 2020 Page 4 Fiscal Year Accounting Unit Fund Description Accounting Unit, Account Description Amount FY2020/2021 01116520-62300 General Fund Contractual Services $ 200,000 FY2021/2022 01116520-62300 General Fund Contractual Services $ 150,000 FY2022/2023 01116520-62300 General Fund Contractual Services $ 75,000 FY2023/2024 01116520-62300 General Fund Contractual Services $ 75,000 Total Contract Amount $ 500,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Minh Thai, Executive Director/Planning and Building Agency Exhibits: 1. Request for Proposal 2. Consultant Agreement with Arc Document Solutions 3. Consultant Agreement with United Records Management 4. Consultant Agreement with ViaTRON Systems 25D-4 EXHIBIT 1 REQUEST FOR PROPOSALS (RFP) NO. 20-043 70] N FOR SCANNING, DIGITIZING AND INDEXING SERVICES CITY OF SANTA ANA PLANNING AND BUILDING AGENCY ADMINISTRATIVE SERVICES 20 CIVIC CENTER PLAZA M-20 SANTA ANA, CA 92701 Jason Kwak — Building Safety Manager (714) 647-5866 JKwak(cDsanta-ana.orq Sona Mooradian - Administrative Services Manager (714) 667- 2712 smooradian(cDsanta-ana.org KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Deadline for Questions about RFP: Proposal Due Date: Review of Proposals: Projected Award Date: July 30, 2020, 2020 August 13, 2020 September 3, 2020, by 4:00 PM on or about September 3 — 10, 2020 on or about October 20, 2020 (9) 1) 2) 3) 4) 5) 6) 7) 8) MkwK•»yaLlkrevanel RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES TABLE OF CONTENTS BACKGROUND PROJECT PURPOSE SCOPE OF SERVICES TERM OF AGREEMENT RFP SCHEDULE OF EVENTS RESPONSE TO RFP SELECTION PROCEDURES & CRITERIA WITHDRAWALS PROTESTS GENERAL TERMS AND CONDITIONS AWARD OF AGREEMENT IMPLEMENTATION EXHIBIT A — SAMPLE AGREEMENT EXHIBIT B — SCANNING & INDEXING SERVICES OF SCOPE OF WORK ATTACHMENT A — REFERENCES ATTACHMENT B — PROPOSER'S STATEMENT ATTACHMENT C — NON -COLLUSION AFFIDAVIT ATTACHMENT D — NON -LOBBYING CERTIFICATION ATTACHMENT E — NON-DISCRIMINATION CERTIFICATION PAGE 3 3 3 3 4 4 8 9 9 10 14 14 15 0 26 27 28 29 30 RFP No.20-043 FOR SCANNING, DIGITI7el{fyEtDEXINGSERVICES Page 2 of 31 (9) BACKGROUND MIII vice] yaLl III revanel Santa Ana is both the County seat and the second most populous city in Orange County occupying 27.2 square miles and serving a population of 337,716. Centrally located within Orange County, the City houses both State and Federal agencies, The City provides a full range of municipal services, including police, the construction and maintenance of streets and related infrastructure, municipal utilities such as water, sewer, refuse and sanitation, recreational activities, a public library along with various cultural events. The Planning and Building Agency plays a critical role in achieving the City Council's goals for the physical development of the community.The agency's objective is to provide a safe, attractive, and business -friendly community through implementing state and local construction codes, as well as planning and regulating future land uses. The Building Safety Division is one of the four divisions of the Planning and Building Agency. II. PROJECT PURPOSE The City of Santa Ana (City), by and through its Planning and Building Agency (PBA), is soliciting proposals (Proposals) from interested professional services/consulting firms (Proposers) that provide high quality scanning, digitizing and indexing services. The Proposers are invited to submit Proposals describing their technical qualifications and experience to perform either of the identified services. The Proposer shall identify their qualifications in scanning, digitizing and indexing a range of documents including plans with the capability to upload documents as defined in Exhibit B-Scope of Work. The Proposers will be evaluated based on the selection process and evaluation criteria described in this Request for Proposal (RFP). Upon approval by the City Council, the City will enter into a Professional Services Agreement (PSA) with the qualified and selected Proposer(s) to render the services described Herein. III. SCOPE OF SERVICES The City of Santa Ana, hereinafter referred to as CITY, is seeking firms that are capable of providing complete scanning, digitizing and indexing services for multiple size and file types. These services will include microfilm, letter size, legal size, pictures, plans, etc. Please refer to Exhibit B which outlines the scope of work as required for this RFP. Additionally, the Proposers are expected to demonstrate excellent abilities to communicate with staff on both technical and coordination issues related to individual tasks performed. IV. TERM OF AGREEMENT The term of the agreement is four (4) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for up to one (2) additional two-year term, contingent upon direction of the City Manager. RFP No. 20-043 FOR SCANNING, DIGITI"fy_TDEXING SERVICES Page 3 of31 (9) u u MIII WA•»yaLl III revanel RFP SCHEDULE OF EVENTS Schedule below is tentative and subject to change at discretion of City, with appropriate notice to prospective Proposers. Issue Date: Deadline for Questions about RFP Proposal Due Date: Review of Proposals: Projected Award Date: RESPONSE TO RFP Thursday, July 30, 2020 Thursday, August 13, 2020, by 4:00 P.M. Thursday, September 3, 2020, by 4:00 P.M. on or about September 3 - 10, 2020 on or about October 20, 2020 A. SUBMITTAL INSTRUCTIONS (THIS IS FOR ELECTRONIC SUBMITTAL ONLY) It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the proposal due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City's Bid Management System, PlanetBids. No other form of submittal will be accepted. PlanetBids will not accept late bids and no exceptions shall be made. Proposers will receive an a -bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The City will only receive and consider those proposals that were transmitted successfully. Submit proposal online at: http://www.planetbids.com/portal/portal.cfm?CompanvlD=20137. Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer's sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992-1771. Questions of an operational nature may be directed to the City's assigned Project Manager. Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline. Proposals shall NOT be mailed or sent via telegraphic, electronic or facsimile means. All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanvlD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. B. COMMUNICATION / CONTACT WITH CITY STAFF Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Project Coordinator(s), and no other City staff about this RFP from the date this RFP is issued until a contract is awarded. The City will provide all RFP No. 20-043 FOR SCANNING, DIGITI"e%NDdNDEXING SERVICES Page 4 of31 CITY OF SANTA ANA official communication concerning this RFP in writing via the City's Bid Management System, PlanetBids. General questions regarding this RFP may be directed to the City's assigned Buyer utilizing the City's PlanetBids system. The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager. C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids by 4:00 PM on August 13, 2020. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates above. All prospective Proposers are advised to visit PlanetBids on a regular basis as the responses may be posted earlier than the date above. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanvlD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. E. UNDERSTANDING PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document should be clearly noted in each Proposer's proposal. Please direct all questions regarding the procurement process to: City of Santa Ana Stephanie Martinez, Buyer Email: SMartinez1 Oa-santa-ana.org Phone: (714) 647-5468 RFP No. 20-043 FOR SCANNING, DIGITI"KD&DEXING SERVICES Page 5 of31 (9) MIII WA•»yaLl III revanel F. PROPOSAL CONTENTS Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Dividers and clear organization of content and material are encouraged. 1. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. Cover Letter shall not exceed one page. Cover letter must be addressed to the following: Jason Kwak, Building Safety Manager City of Santa Ana — Planning and Building Agency 20 Civic Center Plaza Santa Ana, CA 92701 2. Agreement Statement Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Standard Agreement attached as as Exhibit A of this RFP. 3. Firm and Team Experience Proposal shall include a profile of the firm's experience including the following: i. A general description of the firm, including size, number of employees, number of credentialed actuaries with their affiliations, and any past or contemplated changes in ownership. ii. Name and contact information of the supervising associate to be assigned to the engagement. iii. Resumes for the professional staff assigned to the engagement. iv. A description of the firm's experience in providing similar services to those requested in this RFP. V. A list of the local office's most significant engagements in the last five (5) years, indicating whether they are public or private sector, and including scope of work, date, supervising actuaries, and name and telephone number of the client contact. 4. Cost Proposal All Proposers are required to submit a cost breakdown by contract year (including renewal option term if exercised); including estimated hours, hourly rates, expenses, and a total not -to -exceed cost with their Proposal. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Proposals shall be valid for a minimum of ninety (90) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become the property of the City. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 UDEXING SERVICES Page 6 of31 aCITY OF SANTA ANA The proposed fees and rates for this contract will be fixed for the duration of the agreement, including allowable renewal options exercised at the discretion of the City. 5. Certifications (ATTACHMENTS) The following forms, included in this RFP, shall be signed and included as part of the proposal submittal package: • Attachment A: References • Attachment B: Proposer's Statement • Attachment C: Non -Collusion Affidavit • Attachment D: Non -Lobbying Certification • Attachment E: Non -Discrimination Certification 6. References Contractor shall provide three (3) references from public agency customers for engagements performed in the last five (5) years where the services provided were the same or similar to services specified in this RFP have been performed, including: i. Client's name, contact person, contact person's responsibility and relationship to the project, address and telephone number; ii. A description of the type and extent of the services provided by the Proposer to the client; iii. Names of key personnel on Proposer's team that participated in named projects and their specific responsibilities; iv. Completion dates (estimated, if not yet completed); V. Total fees received (or projected); and vi. Total costs of completed Project. Use Attachment A — References. The respondent grants permission for the City to contact any individuals listed as references. City may disqualify a Proposer if. - References fail to substantiate Proposer's description of services and deliverables provided; or • References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or • City is unable to reach the point of contact with reasonable effort. It is the Proposer's responsibility to inform the point of contact(s) of normal City working hours. 7. Information provided by the City is solely for the purpose of digitizing the Building Safety permits, plans, records and documents and shall not be disclosed to any third party without the City's written permission. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 IJDEXING SERVICES Page 7 of31 (9) MIII WA•»yaLl III revanel 8. Evidence of Financial Capacity Proposer may be requested to submit its most recent audited financial statement, evidencing Proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, Proposer may include a letter of credit as evidence of supplemental capacity. 9. Insurance The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of Notice of Intent to Award. Contractor must maintain, for the duration of its contract, insurance coverages as required by the City. Subcontractors must comply with the City's insurance requirements as stated herein. Primary Contractor shall not allow any Subcontractor to commence work until all insurance required of Subcontractor is obtained. Additionally, Contractor shall provide the following insurance coverage: A warrant that the firm maintains a prudent amount of errors and omissions insurance that covers negligent acts and is applicable to the work requested in this RFP. Work on the contract shall not begin until after the awarded Contractor has submitted acceptable evidence of the required insurance coverages. VII. SELECTION PROCEDURES & CRITERIA A. The City will establish a proposal review committee, consisting of three Planning and Building Agency staff (Committee) designated bythe Building Safety Manager. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. B. Proposers will be ranked by the Committee based on the following criteria: • Overall ability to provide the services based upon the responses to the RFP (25%) • Technical qualifications and experience of key members of the engagement team and the firm (15%) • Experience with similarly sized governmental agencies in providing the types of services outlined in this RFP (20%) • Capability of handling all aspects of the engagement as defined as well as providing support and technical assistance (20%) RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 2DEXING SERVICES Page 8 of31 aCITY OF SANTA ANA Fees and charges related to the level of work proposed (20%) C. A final score will be calculated for each submitted proposal and used to rank Proposers. The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If a proposal fails to satisfy any requirements outlined in this RFP, it may be considered non -responsive and the proposal may be rejected. The City shall not be obligated to accept the lowest priced proposal, but will make an award in the best interests of the City of Santa Ana after all factors have been evaluated. Buidling staff will recommend the top ranked consulting firm to the City Manager or City Council for award of contract. Vill. WITHDRAWALS Proposers are responsible for verifying all prices and information before submitting a proposal. Prior to the proposal due date, the Proposer or Proposer's representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible. IX. PROTESTS Proposers may file a "protest" to an RFP with the City's Purchasing Department. In order for a Bidder's protest to be considered valid, the protest must: Be filed in writing within five (5) business days of either the RFP issued date or before 5:00 p.m. of the 5th business day following the posting of Bid Results/Notice of Intent to Award Contract on the City's website; 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City's Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager will provide a written decision to the protestor within ten (10) business days from receipt of protest. The decision from the Purchasing Manager, or her/her designee, is final and no further appeals will be considered. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 3DEXING SERVICES Page 9 of31 (9) MIII WA•»yaLl III revanel X. GENERAL TERMS AND CONDITIONS By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: A. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. B. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. C. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor's employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest. No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contractfor the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract. D. CONTRACTOR'S EXPENSE Pre -Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre -contractual expenses are not to be included in the cost proposal. Pre - contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre -proposal conference, negotiating any matter related to this RFP with City, and/or any other RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 2 DEXING SERVICES Page 10 of31 aCITY OF SANTA ANA expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract. Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. E. CONTRACTOR'S PROJECT MANAGER/KEY PERSONNEL Except as formally approved by the City, the key personnel identified in Contractor's proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor's personnel. Said approval shall not be unreasonably withheld. Standards of Conduct: Contractor's personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City. Criminal Background Certification: Contractor certifies that all employees working on this contract have had a criminal background check at Contractor's cost and that said employees are clear of any sexual and drug -related convictions. Contractor further certifies that all employees hired by Contractor or Subcontractor shall be free from any felony convictions. City reserves the right to require Contractor to pay fingerprinting fees for personnel assigned to work in sensitive areas. F. COST PROPOSAL The price and amount of the Cost Proposal/Fee Schedule must have been arrived at independently and without consultation, communication, agreement or disclosure with or to any other Subcontractor, Proposer or prospective Proposer. Prices offered by Proposers in their proposals are an irrevocable offer for the term of the contract and any contract extensions. The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal. G. DATA RETENTION Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City. All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 I1 DEXING SERVICES Page 11 of31 (9) MIII WA•»yaLl III revanel All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. H. DRUG -FREE WORKPLACE The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug -free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated. Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager's attention as soon as possible so that corrective addenda may be furnished to prospective Proposers. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. J. EXECUTION OF AGREEMENT Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT A - STANDARD AGREEMENT in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. K. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 6DEXING SERVICES Page 12 of31 aCITY OF SANTA ANA INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers' compensation or other fringe benefits of any kind through City. M. LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer's prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significantfailure(s) to meet contract milestones or other contractual failures. N. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor's proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP. O. PROJECT MANAGER The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. P. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a Proposer's Proposal must be valid for a period of 90 days at minimum after the submission of the Proposal. Q. PUBLIC AGENCIES Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor's acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 IDEXING SERVICES Page 13 of31 (9) MIII WA•»yaLl III revanel R. PUBLIC RECORDS Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. S. SUBCONTRACTORS Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor's obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work. The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors. XI. AWARD OF AGREEMENT Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms. A. EXECUTION OF AGREEMENT A standard agreement is included as Exhibit A — Standard Agreement of this RFP. "Proposer" will hereinafter be referred to as "Consultant' or "Contractor" in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. XII. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Contractor and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 8DEXING SERVICES Page 14 of31 (9) INkWK0];yet LlkrevelLllel EXHIBIT A SAMPLE AGREEMENT THIS AGREEMENT is made and entered into on this day of 2020 by and between ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On , 2020, the City issued Request for Proposal No. 20-043, by which it sought proposals from qualified firms to provide digitizing and indexing services in accordance with scope of services. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services described in the scope of services that was included in RFP No. 20-043 C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as collectively describe in Exhibit A, the scope of services that was included in RFP No. 20-043, and Exhibit B, Consultant's proposal dated 2020, both of which are attached and incorporated 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 B. The total sum to be expended under this Agreement shall not exceed $ during the intial term of this Agreement. This amount is comprised of (1) the sum of $ and (2) a 10% contingency of up to $ for services as may be performed by Consultant at the sole discretion of City. 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 [enter a Start Date or "the date first written above'] and terminate on , unless terminated earlier in accordance with Section 14 below. The term of this Agreement may RFP No. 20-043 FOR SCANNING, DIGIT2I60n 1 gDEXING SERVICES Page 15 of31 (9) MkWK•»yilLlkrivilLlril be extended for two additional (2) one-year periods upon a writing executed by the City Manager and the 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 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 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. RFP No. 20-043 FOR SCANNING, DIGIT2I6020DEXING SERVICES Page 16 of31 (9) MkWK•»yaLlkrevanel 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. 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. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. RFPNo. 20-043 FOR SCANNING,DIGIT2IWC0Q 21JDEXINGSERVICES Page 17of31 (9) 8. RECORDS MNMK•»yaLINrevanel 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. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. 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. II. 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: RFP No. 20-043 FOR SCANNING, DIGIT2I6022DEXING SERVICES Page 18 of31 (9) Mihn Thai Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 To Consultant: First & Last Name Title Consultant Firm Name Address City, State, Zip RINVigo] MITI LINrfflanel City Attorney's Office City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant 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. 13. 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. RFP No. 20-043 FOR SCANNING, DIGIT2I6023DEXING SERVICES Page 19 of31 (9) 14. TERMINATION RINMK•»yaLNrevanel 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. Asa condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product b. 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. c. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. 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 indemnity 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. RFP No. 20-043 FOR SCANNING, DIGIT2I6022 DEXING SERVICES Page 20 of31 (9) ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIAR. CARVALHO City Attorney Assistant City Attorney RECOMMENDED FOR APPROVAL: Mihn Thai Executive Director Planning & Building Agency MkWAII•»yaLlkrevanel CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: (name) (title) Tax ID# SAMPLE ONLY RFP No. 20-043 FOR SCANNING, DIGIT2I602118DEXING SERVICES Page 21 of31 CITY OF SANTA ANA Exhibit B: Scanning and Indexing Services- Scope of Work The selected firms(s) will perform scanning and the indexing of all records and documents submitted by the City for conversion of each into a digital format. These will include but are not limited to the following document types from the Building Satety Agency: permits, correspondence, documents, pictures, reports, certificates, microfilm, and the blueprints of varying sizes. Firm(s) will pick up all records and will upload the scanned files in a Laserfiche Briefcase format into a storage space on the City server. Laserfiche Briefcase will include all the necessary indexes required by the city. From the storage space on the City server, the Firm will import the Laserfiche Briefcase to the Laserfiche repository hosted by the City and will perform basic spot checks of the scanned images. Firm(s) will be required to notify the City each time new files have been scanned and uploaded completely. Firm(s) shall provide an encrypted USB memory stick for all records. Documents returned to the City shall not be shuffled together or otherwise co -mingled in a manner which prevents City from easily differentiating project plans or documents. The firm(s) will verify clarity of images of documents and/or other files in addition to the indexing of each file prior to returning these back to the City. PERMIT DOCUMENTS & BLUEPRINT SCANNING AND INDEXING 1. General The scope of this work is to provide the services with any and all required hardware, software, and personnel to create scanned images and electronic indexing for all of the blueprints submitted by the City. This work shall include: • Pick up all drawings at the beginning of the job. • Scan all drawings at City's preferred resolution (at time of RFP: at least 300 dpi). • Index all drawing as described in section 6. • Provide a Laserfiche Briefcase of the scanned images and their corresponding metadata. After the drawings are scanned, firm(s) is/are to provide an encrypted USB memory stick and destroy all the documents after city provides written approval. 2. Methodology The selected firm(s) will develop a methodology to scan and index all drawings cost effectively and efficiently. Methodology will ensure quality of the final product (density, contrast, brightness, lack of skew, resolution, visual quality, etc.). It shall ensure security and privacy; preventing theft, loss, or unauthorized copying of the drawings/documents. It shall ensure that all documents are properly scanned and indexed in proper sequence as described below. Scanning shall not exceed 45 calendar days, unless previously approved by the city. Methodology shall include providing documents needed on high priority basis within three days of a telephone request to the best of the firm's ability. Methodology shall provide options for either destroying drawings/documents after City approval of the finished product, or returning the drawings/documents organized as described further in section 7 below. Under no circumstances should firm(s) keep or store the digital copies longer than the City's provided timeframe. Under no circumstances will firm(s) destroy documents unless clear direction to do is provided in writing by the City. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 22 of 31 25D-26 (9) 3. Description of the Drawings MNMeMoyaLINrfflanel The land development and construction documents consist of both monochromatic and color documents ranging in size from 8 W by 11" paper documents to 36" x 48" (Size E) architectural drawings, and even larger. The majority of such documents are either 24"x36" (Size D) or 36" x 48" (Size E) architectural drawings. Documents are typically stapled or otherwise bound together along one edge by multiple fasteners. The large format drawings are currently stored as rolled drawings sets. The rolled drawing sets typically have between 2-100 sheets. The City shall provide a spreadsheet that indicates an itemized list being picked up.The City requires that firm(s) scan both sides of documents only when there is information on both sides. City will not pay for the scanning of blank images. Backsides containing information but not scanned by firm(s) shall be rescanned and inserted into the multipage file in the correct sequence at no cost to City, other than the per image cost. 4. Scanning Quality Requirements Firm(s) will ensure that all information that can be interpreted on the original can be interpreted on a full size printout of the scanned image. Resolution shall be sufficient to ensure that all information legible on the original is legible on the tagged image file format. Images will be stored in the Tagged Image File Format (TIFF) with Group 4-IV compression. The City reserves the right to change the format to JPG and/or PDF at any -time (file format should not be limited to the above mentioned formats). All images shall be correctly oriented with the topside up and skew of less than three degrees. Permits and Documents shall be scanned in Black and White. All drawings / Blue prints shall be scanned in Greyscale. The firm(s) will be responsible for ensuring that the number of pages in each drawing set matches the number of images scanned for the set. The firm(s) will scan any missing pages from a set if they are discovered by the City after the fact for up to a year at no additional cost. City reserves the right to have the firm(s) redo any scan that does not meet City's quality standards at no cost to the City. 5. Indexing Requirements All scanned documents that are contained in the Laserfiche Briefcase shall be indexed to a Laserfiche template. All scanned documents shall be named by permit number or Certificate of Occupancy number and type of document. Example: Permit _101102591_issued date or Plan_101102591 issued date and COO_80420618. Indexes for these scanned documents should include but not be limited to the following fields. The retention schedule of all files is indefinite. Firm(s) will correct any errors in the indexing noted by City at no charge. The field indexes shall be but not limited to the following: Index Description Sample Data 1. Document Title: prefix of " Plans" ,"Permit", or "COO" + {Street Number) + {Partial Street Number) + {Street Pre -Qualifier) + {Street Name) + {Street Type) + {Permit or COO number) + {Issued date) Plans (or) Permit 202 % E Adams St 2. Plan Type: Always "Plans" Plans 3. Permit Type: Always "Permit" Permits 4. Street Number of drawing or permit location 202 5. Partial Street Number of drawing or permit location (if any) 1/2 6. Street Pre -Qualifier, if any (one character- N, S, E, W) E RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 23 of31 25D-27 (9) MIII WA•»yaLl III revanel 7. Street Name Adams 8. Street Type: (Ave, Dr, St, Way, etc.) St 9. Unit Number, If any: preceded by # # 10.The issued Date on the permit or drawingin in the format mm-dd-yr 12-18-2018 11. Fully qualified Path and File Name of the corresponding multipage image C:Wrchive\00303DCE.TIF Indexing Examples for permits & blueprints: Plan 202 %ADAMS St, 101198317, 12-18-2018 Permit 202 % ADAMS St, 101198317, 12-18-2018 Permit 202 ADAMS ST, 10198316,12-18-2018, 'note: no partial address number and no unit # Plan 202 ADAMS ST, 10198316,12-18-2018, 'note: no partial address number and no unit # Plan 202 ADAMS ST, 202 %ADAMS ST,10198316,10198317,12-18-2018,'note: multiple addresses & multiple permit Xs Plan 202 ADAMS ST, 'note: no partial address number, no permit number, no issued date Plan 202 ADAMS ST, 'note: address only (no permit # or Issued date) Indexing Examples for Certificate of Occupancy ( C of O): C-O-O 2911 Tech Center Dr. 80420618 'note: No issued dates needed C-O-O 510 N BRISTOL ST #B, COO-2020-273-CO *note: "COO" included in number and no issued dates For address indexing validation purposes, The City will provide the firm(s) with two ASCII csv files. The first file shall contain a list of street names in the city. The second shall contain a list of addresses within the city. The firm(s) will use these files for validation, however it is anticipated that there may be some duplicated, inaccurate, out of date, or missing addresses and streets on these validation files. Firm(s) will coordinate with City regarding any necessary corrections to the files. firm must provide resolution path for errors that are encountered during the scanning process. Firm(s) will correct any errors in the indexing noted by City at no charge. In no case will firm(s) destroy documents unless clear direction to do is provided in writing by the City. 6. Drawing / Documents Custody The firm(s) will take custody of all permit documents and drawings from City's facilities and take them to the respective offsite facilities. City staff will log all documents sent to the firm(s) for scanning/indexing and update the list upon return of said documents. Firm(s) will take all necessary precautions to ensure RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 24 of31 25D-28 `r r CITY OF SANTA ANA the integrity of the drawings during the process. All drawings shall remain in the firm(s) custody until the scanning and indexing are complete or until requested for quality control by the City. 7. Return of Drawings / Documents Firm(s) shall provide an encrypted USB memory stick for all records and destroy all the documents after City provides written approval. 8. Format and Media Firm(s) will provide the above mentioned files as a Laserfiche Briefcase. The firm(s) will upload the Laserfiche Briefcase to a storage location on a server provided by the City. The firm(s) will then import the Briefcase into the specified Laserfiche repository and perform a spot check. The spot check will validate the import of the scanned documents in the Briefcase to the correct folder structure. It will validate the indexes for a small subset of the documents through a series of searches conducted for those scanned documents. The spot check will also validate that images are viewable in the City Laserfiche repository. Please note that the firm(s) can choose to use the Laserfiche Volume format in place of the Laserfiche Briefcase, however all requirements contained in this SOW still apply to that format. 9. Access to Drawings City will provide documented firm(s) personnel with access to the drawings during City's normal business hours as requested by firm(s), provided City is given 72-hour notice. Firm(s) will not have access to facilities off hours, weekends and holidays. 10. Support from City Firm(s) will attempt to schedule all requirements for meeting with City at least 72 hours in advance. The City will then ensure that key users are available for a reasonable duration of time as practicable for required interfacing with Firm(s). To support this scanning effort, the City will provide to the firm(s) a model Laserfiche Briefcase that the firm(s) can then use as a template for document scanning. The Laserfiche Briefcase will contain the following: 1. Current City Laserfiche Building folder structure 2. Current City Laserfiche Building plans template based on the index fields required above The firm(s) must use the folder structure and template exactly as they are provided without any modifications. This is to ensure that the firm(s) can easily import the briefcase directly into the existing Laserfiche repository file plan without any additional rework. Note that any modifications made to the provided folder structure or template by the firm(s) that causes additional project costs will be absorbed by the firm(s). The City's Laserfiche Server is version 10.4 which is compatable with the Laserfiche Briefcase format that contains the same back to version 7.X of Laserfiche. 11. Final Acceptance City will perform final quality control on the returned digital images. Firm(s) will re -scan at no charge to City any drawings or document originals that the City deems unacceptable. Firm(s) will correct any errors in the indexing noted by City at no charge. Firm(s) will not delete the digital copies for at least 30 days after the City has been notified by email that the files have been completed and uploaded into City server and has provided written consent. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 25 of31 25D-29 (9) Cy11111011101;yet ki III revelkilel ATTACHMENT A REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference Customer Name: F-MINT37M Ed Me, ZMW- 157ia Description of supplies, equipment, or services provided: Reference Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Reference Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 26 of31 25D-30 MIII WA•»yaLl III revanel ATTACHMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 27 of31 25D-31 (9) MIII WA•»yaLl III revanel ATTACHMENT C NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above noncollusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this noncollusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Sig State of California, County of Subscribed and sworn to (or affirmed) before me on this day of 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 28 of31 25D-32 (9) MIII WA•»yaLl III revanel ATTACHMENT D NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 29 of31 25D-33 (9) MIII WA•»yaLl III revanel ATTACHMENT NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government 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. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 30 of 31 25D-34 (9) MIII WA•»yaLl III revanel 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP No. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Page 31 of 31 25D-35 EXHIBIT 2 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ARC DOCUMENT SOLUTIONS, INC. THIS AGREEMENT is made and entered into on this 20'h day of October, 2020 by and between ARC Document Solutions, Inc. ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of scanning, digitizing and indexing services. B. On July 30, 2020, the Request for Proposal No. 20-043 was released in order to provide an opportunity for vendors to submit proposals for the scanning, digitizing and indexing services for Building Safety. Eight proposals were received and three vendors received the highest rankings, as each of these vendors demonstrated in their proposals that they are qualified and capable of providing the needed services. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Proposal dated September 3, 2020, attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement, the rates and charges identified in Exhibit A. b. The total amount to be expended during the term of this Agreement, as approved by city council amongst the three (3) selected consultants shall not exceed $500,000.00. c. 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. Pagel of 8 463027vl 2 5 D-36 K 0_114 in This Agreement shall commence on the date first written above for an initial four (4) year term, through October 19, 2024, unless terminated earlier in accordance with Section 15, below. There shall an option to extend for an additional two (2) year period, exercisable by the City Manager. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of Page 2 of 8 463027v1 25D-37 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 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. 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. 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. Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 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. Page 3 of 8 463027v1 25D-38 INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the 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 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 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 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. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 4 of 8 #63027vl 25D-39 information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider 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 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. Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Page 5 of 8 #, 63o27v1 25 D-40 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 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 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. Page 6 of 8 #63027v1 25D-41 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 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: Minh Thai, Executive Director Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: Bob Thomas, Sr. Regional VP ARC Document solutions, SoCal South Phone: (949) 660-7851 Email: bob.thomas@e-arc.com 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the Page 7 of 8 #63027vl 2 5 D-42 power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: �✓ri a �. �a^4t�• Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Minh Thai, Executive Director Planning & Building Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: ARC Document Solutions, Inc. Bob Thomas Sr. Regional V.P. Page 8 of 8 #63Q2'7v 1 25D-43 EXHIBIT A PROPOSAL/SCOPE OF SERVICES 25D-44 Archiving Information Management SCOPE OF WORK: General Overview: Document Solutions^ ARC will provide the Document Conversion Services off -site, in the AIM Conversion Service Center in Costa Mesa, CA. These services involve the conversion, from hard copy to scanned image digital format. The conversion process includes the scanning of the hard copy documents, into a facsimile image, captured at 300 DPI, using a programmatic "Auto -Grey Scale" detection, allowing pages containing a moderate amount of color content to be saved as a grey scale image for optimum quality. Therefore those pages not having less than a moderate amount of color will be saved as black & white (1 bit per pixel, compressed using Group IV algorithm), while pages having a moderate amount of color content (or more) will be saved in as greyscale (8 bit per pixel, compressed using a JPEG algorithm set to a Q-Value setting of 75 of 100). The resultant source images will be compiled into an Image Only TIFF (of other approved format) file, in page sequence order, where each file folder (or binder, book, set of pages, etc.) will result in one image file. In addition, appropriate index data will be collected from each document, and associated to the resultant TIFF file through an accompanying CSV text file. The specific file naming and folder structuring will be developed specifically for each set of documents at the time of the beginning of the conversion effort for each document set. ARC staff will pick up each batch of release work from the city and securely transport all material to the ARC AIM center in Costa Mesa in a secure ARC vehicle. ARC will perform the following services off -site at designated ARC Facility: • Receiving boxes in ARC vehicle from City of Santa Ana • Validation of box inventory and security seals in -tact • Inventory box contents to spreadsheet and identify each box by the document type ("Plan", "Permit', or .Cool. • ARC will utilize the CSV data files provided by the City to create a "data scrubbing" file that will be utilized to create pre -indexed, bar-coded control sheets for each permit, COO and plan set. o This process ensures 100%accuracy of file naming by utilizing the data supplied o ACR will also ensure that the City is provided with an exceptions report that outlines both files/documents that are not located, or documents found that may not appear in the database. o It is ARC understanding that the CSV file will contain the Permit Numbers with the corresponding Address information for each. • Identify and insert corresponding document barcode separation sheets into each folder/book • Document preparation, if required: o Removal of binding materials o Unfolding pages o Separating large format document and inserting placeholder barcodes o Removal and/or repositioning of Post -it notes, flags, and other attachments o Identify and separate each Permit or COO document with each file folder. • Validation of file and document details against provided index database for accuracy. 1. Ensure that the Permit #, Street address and date match between the document and the database. 2. Assign the appropriate document type ("Plan", "Permit', or "COO") based on the box label. • Image Acquisition 25D-45 Archiving.,`;, Information Management Document Solutions, • Scanned Image QC o 100% Image review • Return of completed folders/books to original boxes in original order • Processing of QC'd Images: o Programmatic compilation of PDF files, including inserting large format images into proper page position o Programmatic file naming, based on index data collected o Programmatic folder structuring, based on index data collected o Placing completed images and folders into encrypted hard drive for return to City of Santa Ana • Secure non-stop transport of returning boxes to City of Santa Ana o ARC will return any requested files, plan -sets or boxes requested for quality assurance review. • Close out chain of custody process controls • On -Demand Image request o ARC will provide on demand image requests within 1 business day of receipt via ARC direct download via IShipdocs. • ARC delivery of Images & Metadata: • ARC will deliver all images and metadate in the customer preferred LaserFiche Briefcase format, or other agreed upon format. • ARC Staff will load the images and data to the city s LaserFiche system and perform a statistically valid verification of successful transfer. • Images and associated Metadata will also be delivered via encrypted USB memory stick • Output will be in Laserfiche Briefcase format • Images will be arranged in folders by document type and subfolders by box number. Workflow Details: The following chart illustrates the workflow process that we would be utilizing for this project: Archiving &Enfo admM•n•gement o ARC w eri w,m 3.1 Docurnenl Conversion WorkBoiv srm3�2-....,.=.3 emae4 Ck .mM1 rw p, Ire ra M Ur ;il A '.rrili i M1 lmlu , �np Rgwelr.,.0 � s aan, t � ,Ir ,.cce5 ""6 ,.,,-7 ,a."6 r ��i_ RM ,'.r _ r,'. u,:,�r i wnv H." o-=e•ru.��a ine ,.�ao�. r, ,=,nnr.a=..ry�w. ra..wn n,.. moe, al n<,��im s nun tievmn., �om�i.�sne rem�..um nI AIM I✓Ao 25D-46 Archiving Information Management Inventory Tracking and Control: r \KC., Document Solutions, ARC Document Solutions understands the seriousness of inventory tracking when it comes to working with its clients' records, and other sensitive document information. That's why we have been trusted to handle documents ranging from those of Governments and Municipalities, to Oil & Gas and Fortune 500 companies across the country. ARC has implemented a process to help manage and track document inventory from the time we take possession of the documents, through the necessary processing stages, until delivery back to the City of Santa Ana. This process includes the use of Barcoding, Proper Labeling, Master Spreadsheets, and Chain -of -Custody Forms. The highlights of these procedures are: • Proper and consistent labeling of all City of Santa Ana content. This includes the Barcoding and/or Process Labeling of all boxes, books, folders, etc. • Utilization of city supplied data files to create a comprehensive Inventory Log of all document boxes/content ARC takes possession of from City of Santa Ana • Proper capture of any pre -Indexing data • Proper documentation of dates and content when ARC accepts documents from City of Santa Ana This process will be customized to meet the specific needs of City of Santa Ana, to capture any relevant data needed from the physical collection, in order to assure the AFB that the hard copy and data will transfer into the digital file collection properly. Following this procedure properly ensures that: 1. All boxes provided by the City of Santa Ana will be received, processed, and returned correctly 2. All box content will be processed in sequential order, and no content will be overlooked or missed 3. All digital files created can have a direct link back to the original documents, allowing for a simple file validation process 4. All boxes can be identified at a glance and their current status be clearly stated 5. All content can be easily located in storage based upon their barcodes & the location tracking listed in the Master Spreadsheet Tracker 6. Any City of Santa Ana requests for expedited files have a much easier path to be located & processed, allowing for a quicker turn -around times 7. A high percentage of possible human error is minimized though the use of barcodes & barcode readers Document Preparation: ARC Document Solutions maintains a Standard Procedure for the typical document preparation steps required to prepare a document collection for scanning. This Procedure can be slightly modified to incorporate the special requests or processing needs of a specific AFB document collection. For the City of Santa Ana project described in this Scope of Work, ARC Document Solutions will expect to follow this standard procedure for preparation. Instructions: a. PM will issue each box to Prep Clerk for this Document Preparation phase b. It is mandatorythat Prep Clerks are to work on one box at a time 25D-47 Archiving & Information Management AKC. Document Solutions, c. Prep Clerks are never to share the prep work within the same box with any other Prep Clerk d. If Prep Clerk is to leave box incomplete for break, they must complete prepping the current document before leaving for break. e. Prep Clerk is to work from front of box to back of box and always remain in that sequence f. Prep Clerk is to always keep Progress Marker placed where current Document was positioned in box Process: 1. Remove first Document/Folder from box 2. Begin by removing book binding, then remove other binding materials from each document, working from first page to last 3. Place each individual page face down, one on top of each other, ensuring that each page is fully separated from the next, and remain in sequential order. 4. Follow Document Preparation Instructions as displayed in document prep area. 5. Return fully prepared folder/book to its box in its position from which it came just in front of progress marker 6. Remove next folder/book and repeat steps 1 thru 5 until box is complete 7. Using a Black Sharpie Marker, mark Prep Clerk's initials on the Document Prep Line on the City of Santa Ana box Progress Label 8. Forward box to small format scan station Supplemental Instructions: a. When encountering attachment to source documents, remove the attachment and place it behind the source page to be scanned b. When encountering post -it notes i. If note is blank, remove and discard ii. If note has markings, and if the note is covering imagery on the source page, remove the note and reposition on the back of the page near the left edge of the page Document Scanning: ARC Document Solutions prides itself on producing the very best quality images possible when converting a document collection into a digital file archive. For City of Santa Ana documents, ARC will be scanning all document pages at a pixel density of 300 dpi to ensure a detailed image representation of the original document. City of Santa Ana has requested that the collections be captured using an "Auto -Color" mode, where the threshold to save color, will be set at a moderate color amount. When capturing the source page as a black & white (1-bit) image, ARC's professional grade scanners will capture B&W image using an "adaptive threshold", (sliding scale of black pixels and blank white space), Image Enhancement technology whereby the pixel placement is analyzed with the surrounding pixels around it to help determine the actual image requirements. This results in a cleaner, better detailed scan than a standard Black & White image, yet it remains at a pixel depth of 1-bit per pixel, allowing a Group -IV compression to be applied. 25D-48 Archiving & Information Management Document Solutions* ARC intends to deploy Production Grade Scanners, manufactured by the leading document scanner manufacturer, Kodak Alaris. These scanners are duplex scanners, meaning that they will capture both the front side and back side images simultaneously as they feed through the scanner one-time. In addition, these scanners are designed to transport fragile documents through a smooth stainless -steel transport path, thereby minimizing any risk of adding wear and tear to ant source hard copy. Also, these scanners utilize a switchable "Black Back" or "White Back" scan surface, to allow the best possible image quality, while minimizing any image reflection or bleed through from the backside of the source document. This also allows each document image to be programmatically de -skewed to the page edge (as opposed to the page content), which yields an exact facsimile of the source document. This also allow each page image to be automatically cropped to the page edge so that the resulting image matches the physical size of the hard copy page. Additionally, the scanners will be configured to electronically fill hole -punches within documents, which the City of Santa Ana has requested. And finally, and perhaps most importantly; these scanners deploy three ultra -sonic multi -feed sensors across the width of the entry edge of the scanner. These sensors transmit a continual stream of ultrasonic sound waves through the paper as it is feeding into the scanner. This allows an instant detection, and suspension of the scanning process, anytime more than one -page might be feed into the scanner (aka "multi -feed') at one time. The benefit of this detection system is to insure with 100% accuracy, that we achieve a "page for page" (image to hard copy) result of the scanned batch. In the event a multi -feed occurs, the batch being scanned is immediately suspended, allowing the operator to retrieve the multi -fed pages, manually separate the hard copy pages, and re- insert them into the feed tray, to ensure that all pages are scanned and kept in exact sequential order throughout the batch. The scanner software will record into a log file, the quantity of images, time of scanning, scanner operator, and scanner and scan station used to acquire the images. When each box is completed, the scanner operator will initial the progress label, indicating that this process has been completed Image QC: As the images are being scanned, each image is displayed on screen, allowing the operator to view the images at a high level, checking for folded corners, streaks, or other major defects. Once each batch is completed, the operator will scroll through the scanned images, checking each image at a closer level, to ensure that each image had been properly captured, that each image is the best image possible from the source page, and that all images have been properly cropped, rotated and blanks removed. Once the image QC is completed, the batch will be released for image processing and indexing. When the Image QC of each box is completed, the scanner operator will initial the progress label, indicating that this process has been completed 25D-49 Archiving Information Management Document Indexing: \HCI Document Solutions, All Indexing will be a completed in a combination of utilizing the CSV data file provide by the city to collect information such as Permit # and address; and by collecting additional information such as document type and dates. Once collected, specific index values will be used to generate the naming of output file folders, output file names and corresponding metadata; which will be defined at the time of the start of the project. If any index value is to be used for file and/or folder naming, it may be necessary to replace certain characters (such as replacing a "/" with a "-"), as certain characters are restricted from use in file/folder naming. Image Processing and Data Migration: All Images and Index data will be programmatically processed via specialized software to ensure that all deliverable files meet the City of Santa Ana specifications. The processing software will know the types of documents it is processing and will programmatically build the folder structure and file names (based on the index values) in accordance with the requirements for each specific document collection, and as pre -determined prior to the start of that collection. The processing software will also build the output files to create the Image Only PDF, one for each source document, ensuring that all pages are placed, regardless of size, and in proper page order. In addition, the process software will validate that all images and documents within each batch are successfully output, and that all batches are properly processed. The process will also deliver a log file that will provide all reporting data in a .CSV file format to be delivered to City of Santa Ana on a regular basis. Document Security: ARC Document Solutions takes the security of all its clients records seriously. This means we take precautions not only for the physical security of the records, but also to best control the accessibility to the record content as well as the resulting image and data files. To assist with this process, ARC has implemented the following steps to help control the access to this information: • All project barcoding lists the client names by Initials or Abbreviation. This eliminates the immediate identification by non -ARC employees as a box of records from a specific client. All ARC Full-time, Part-time, and Temp Employees are required to sign a Confidentiality/Non- Disclosure Agreement form prior to employment. This is in addition to the Full Background Checks and/or Drug Screen Tests that are required for general Employment. • All Client Boxes pass through a defined scanning workflow that includes a Box In -Progress label placed on every box in addition to the Box ID Barcode label. This Tracking label requires the ARC Employee that is handling the box for a specific process to initial & date the label as to when the process took place, and who handled the process. 25D-50 Archiving ;'_ Information Management PRICE SCHEDULE: �I�C. Document Solutions, The following Price Table is established based on performance standards as established in this scope of work. CITY OF SANTA ANA PROJECT PRICE SCHEDULE: Table 1: Service Description ESTIMATEDQUANTITY Unit Per Unit Plan Sheet Imaging— Convert Large Format Sheets to PDF (12x18 up to B&W 36x48) B&W - 300 DPI. 82,000 Image $ 0.55 Small Format B&W Convert Documents up to 11x17 to PDF. B/W - 300 DPI Imaging & Medium Preparation (Permit and Certificate of 785,000 Image $ 0.07 Occupancy Records). Film Imaging 16 mm Microfilm —Roll-film image conversion 300 DPI. 450,000 Image $ 0.03 Film Imaging 35 Microfilm —Roll-film image conversion 300 DPI. 224,000 Image $ 0.06 Indexing - File Naming Subjective Manual Extraction of Key Data - Includes up to 1 Short Attributes & Document Exploration (Permit 75,000 File $ 0.15 Number). Destruction Document Destruction. 700 Per Box $ 2.00 Logistics Document Transportation - Pickup. Inc Per Trip $ - Logistics Document Transportation - Delivery. Inc Per Trip $ - Data Deliverable Data Transfer to LaserFiche. Inc Gbyte $ - Data Deliverable Encrypted LISB Drive with Data. TBD Each $ 50.00 Estimated Project Total: $ 139,640.00 ARC will bill the City of Santa for all completed work based on the unit prices defined in Table 1. ARC has determined that the complete backfile conversion volumes estimated in Table 1 can be completed within the first year of the agreement and as such, will honor a 'Not to Exceed' total in the first year of $139,640 assuming total actual volumes do not exceed 110%of the total estimated. This 'Not to Exceed' price is also defined only for the documents and volumes that were shared during the pre -bid walkthrough completed on August 19, 2020. Any additional materials that are included after that period will be subject to the unit prices outlined above. Annual estimated expense: Year 1: $139,640.00 Years 2-4: $7,500.00 Based on prior years volumes. 25D-51 EXHIBIT 3 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND UNITED RECORDS MANAGEMENT, INC. THIS AGREEMENT is made and entered into on this 20th day of October, 2020 by and between United Records Management, Inc. dba URM Technologies ("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 the field of scanning, digitizing and indexing services. B. On July 30, 2020, the Request for Proposal No. 20-043 was released in order to provide an opportunity for vendors to submit proposals for the scanning, digitizing and indexing services for Building Safety. Eight proposals were received and three vendors received the highest rankings, as each of these vendors demonstrated in their proposals that they are qualified and capable of providing the needed services. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Proposal dated August 20, 2020, attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement, the rates and charges identified in Exhibit A. b. The total amount to be expended during the term of this Agreement, as approved by city council amongst the three (3) selected consultants shall not exceed $500,000.00. c. 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. Page 1 of 8 #63706v1 25D-52 3. TERM This Agreement shall commence on the date first written above for an initial four (4) year term, through October 19, 2024, unless terminated earlier in accordance with Section 15, below, There shall an option to extend for an additional two (2) year period, exercisable by the City Manager. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of Page 2 of 8 #63706vl 25D-53 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 ammint 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 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 51,000,000 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. 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. Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 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. Page 3 of 8 #63706v1 2 5 D-54 INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the 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 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 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 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. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 4 of 8 463706vl 25D-55 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 infonnation 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. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider 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 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. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Page 5 of 8 #63706v1 25D-56 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the Citv 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 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. Page 6 of 8 #63706v1 25D-57 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 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: Minh Thai, Executive Director Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Tom Giese, Sales Manager URM Technologies 28470 Witherspoon Pkwy. Valencia, CA 91355 Phone: (800) 280-5180 Email: tgiese@URMcorp.com 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, conummication 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. 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 Page 7 of 8 963706vl 25D-58 this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: - Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Minh Thai, Executive Director Planning & Building Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: United Records Management, Inc. Tom Giese Sales Manager #63706v1 Page 8 of 8 25D-59 EXHIBIT A PROPOSAL/SCOPE OF SERVICES 25D-60 kjo&F4 Aug lst20, 2020 ; ZO 1 i � j Sunning Dig tizfngand/nc&ringSrvic,ss Tom Giese r �R "l r _ re- Contents COST PROPOSAL VOLUME ESTIMATES PROJECT OVERVIEW / SCOPE OF WORK PICKUP OF FILES DOCUMENT PREP SCANNING INDEXING REQUIREMENTS OUTPUT FORMAT DISPOSITION OF HARD COPY DELIVERY OF IMAGES SCHEDULE/TURNAROUND AVAILABILITY OF FILES SECURITY 4 4 4 4 5 1 25D-62 Cost Proposal Below are line -item costs, as well as an estimated total project cost based on estimates of volumes. URM is prepared and able to do the entire backfile conversion at once, or to phase it in over two or three years if that works best for the city's budget. Item prep and scan Building Permits, B&W, Grayscale, or Color prep and scan Plan Sets B&W prep and scan Plan Sets greyscale (or color) prep and scan 16mm Building Permits prep and scan 35mm Plan Sets SUBTOTAL SCANNING Volume Unit Total Cost 902,400 $0.044 per image $39,705.60 0 $0.58 per image $0.00 86,250 $0.64 per image $55,200.00 181 $30.00 per roll $5,430.00 87 $30.00 per roll $2,610.00 Metadata Capture Per RFQ Specs $102,945.60 Item Volume Unit Cost Total Building Permits 169,200 $0.120 per permit $20,304.00 Plan Sets 25,875 $0.120 per permit $3,105.00 16mm Building Permits 81,450 $0.120 per permit $9,774.00 prep and scan 35mm Plan Sets 3,306 $0.120 per permit $396.72 SUBTOTAL $33,579.72 Other Services Item Volume Unit Total Cost Pickup & Delivery of Hard Copy 10 $75.000 per trip $750.00 24-hour rush electronic delivery 0 $30.000 per document $0.00 SUBTOTAL $750.00 ESTIMATED PROJECT TOTAL $137,275.32 NOT TO EXCEED COST = $190,000.00 URM will invoice this backfile project based upon the unit costs outlined above. Volumes up to 110% of URM's volume estimates will be covered by the Not -to -Exceed cost of $190,000.00. Day -forward volumes and volumes exceeding 110% of the volume estimates are not covered by Not -to -Exceed cost. 2 25D-63 Volume Estimates Hard Copy Permits — 188 file cabinet drawers, average 300 files per drawer. Estimating about 16 pages and 3 permits per file. 56,400 files 902,400 pages 169,200 permit numbers Hard Copy Building Plans — Fifty 12" x 36" shelves hold about 125 plan sets per shelf. 38 12 x 24 x 17 boxes hold about 62.5 plan sheets each. Estimating about 10 sheets and 3 permit numbers per plan set. 8,625 plan sets 86,250 sheets 25,875 permit numbers 16mm Microfilm Permits — 181 16mm reels hold about 450 permits and 900 images per reel. 181 reels 162,900 images 81,450 permits 35mm Microfilm Building Plans — 87 microfilm reels hold about 38 plan sets and 380 total images per roll. 87 reels 33,060 images 3,306 plan sets Project Overview / Scope of Work Pickup of Files URM will pick up the files for scanning on a mutually agreed -upon schedule, or on an on -call basis. URM has the capacity to pick up all the files at the start of the project if that is desired. URM will provide bar-code labels which may be placed on boxes and noted on the city's manifest to track all boxes. Boxes can also be tracked by the city's box number. Firm(s) will take all necessary precautions to ensure the integrity of the drawings during the process. All drawings shall remain in the firm(s) custody until the scanning and indexing are complete or until requested for quality control by the City. Document Prep URM personnel will prep the files for scanning. This will be done in accordance with specs from the RFP. This may entail repairing tears, handling post -it notes per instructions, etc. 25D-64 Scanning URM will ensure that all information that can be interpreted on the original can be interpreted on a full-size printout of the scanned image. Resolution shall be sufficient to ensure that all information legible on the original is legible on the tagged image file format. Images will be stored in the Tagged Image File Format (TIFF) with Group 4-IV compression. URM understands that the City reserves the right to change the format to JPG and/or PDF at any -time (file format should not be limited to the above -mentioned formats). All images shall be correctly oriented with the topside up and skew of less than three degrees. Permits and Documents shall be scanned in Black and White. All drawings / Blueprints shall be scanned in Greyscale. URM will be responsible for ensuring that the number of pages in each drawing set matches the number of images scanned for the set. URM will scan any missing pages from a set if they are discovered by the City after the fact for up to a year at no additional cost. City reserves the right to have the firm(s) redo any scan that does not meet City's quality standards at no cost to the City. Indexing Requirements All scanned documents that are contained in the Lasertiche Briefcase shall be indexed to a Lasertiche template. All scanned documents shall be named by permit number or Certificate of Occupancy number and type of document. Example: Permit _101102591_issued date or Plan _101102591_issued date and COO_80420618. Indexes for these scanned documents should include the fields as listed in the RFP. If the city provides a database of valid street names, street qualifiers, or street addresses, URM will use the database to eliminate human error in the indexing process. Output Format URM is a Lasertiche reseller. Images and metadata will be in Lasertiche Briefcase format if desired. Disposition of Hard Copy After scanning, the hard copy can be returned to the client, shredded, or stored at URM Technologies. Delivery of Images URM will import the files and metadata directly to the city's Lasertiche environment if access is granted. An encrypted USB I also be provided. If files are delivered to electronically there is no sales tax- Schedule/Turnaround Files can be picked up on a set schedule or on -call. In no case will URM have hard copy for more than 45 days before delivering scanned, indexed, and formatted output to the city. We could do the Permits in four weekly pickups so that all files are not out at once. Scanned images will be returned to the customer in one week from pickup. Building Plans can be done in ten weekly pickups. Availability of Files Should a file be needed urgently while in our possession, URM will scan the file and make it available the next business day via FTP or secure shared folder. Otherwise, a hard copy of the file will be returned to the City within three business days. 25D-65 Security URM is ITAR and HIPAA Compliant Facilities • Our facility is equipped with seismically braced racking, alarms, fire extinguishers, and a fire suppression system compatible with storage of documents, electronic media, film -based records, and computer backup media. • Facility was built under the latest and most stringent earthquake, fire, and safety codes and is maintained in accordance with the strictest standards. • Facility is monitored 24 hours a day via CCTV cameras and motion detectors. A DVR system records activity and playback is available. • All points of entry are equipped with badge access control. • URM carries a $2 million general liability policy. Employees • All URM employees are US Citizens or Green Card holders with the legal right to work in this country. • URM checks 1-9 documents prior to hiring and uses E-Verify to confirm employee eligibility. • All employees are subject to a full background investigation. • All employees are required to execute a confidentiality agreement prior to employment. Technology & Accuracy • All boxes are identified with a unique barcode number upon pickup and tracked throughout the process to endure a complete chain of custody. • Clients can view inventory via web portal. • URM has strict backup procedures to ensure the security and integrity of your information. 25D-66 EXHIBIT 4 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND VIATRON SYSTEMS, INC. THIS AGREEMENT is made and entered into on this 201h day of October, 2020 by and between Via TRON Systems, Inc. ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City") RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of scanning, digitizing and indexing services. B. On July 30, 2020, the Request for Proposal No. 20-043 was released in order to provide an opportunity for vendors to submit proposals for the scanning, digitizing and indexing services for Building Safety. Eight proposals were received and three vendors received the highest rankings, as each of these vendors demonstrated in their proposals that they are qualified and capable of providing the needed services: C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to hilly and adequately complete the services described and set forth in the Proposal dated September 3, 2020, attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement, the rates and charges identified in Exhibit A. b. The total amount to be expended during the term of this Agreement, as approved by city council amongst the three (3) selected consultants shall not exceed $500,000.00. c. 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. Page 1 of 8 463708vl 2 5 D-67 3. TERM This Agreement shall commence on the date first written above for an initial four (4) year term, through October 19, 2024, unless terminated earlier in accordance with Section 15, below. There shall an option to extend for an additional two (2) year period, exercisable by the City Manager. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of Page 2 of 8 #63708vl 25D-68 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 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. 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. 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. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 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. Page 3 of 8 463708v1 2 5 D-69 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the 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 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 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 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. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 4 of 8 463708v1 2 5 D-70 information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider 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 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. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Page 5 of 8 463708vl 25D-71 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all wort, 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 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. Page 6 of 8 963708vl 25D-72 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 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: Minh Thai, Executive Director Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 To Consultant: ViaTRON Systems, Inc. Geoff Erwin, President 18233 S. Hoover St. Gardena, CA 90248 Phone: (310) 756-0607 Email: gerwin@viatron.com 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. 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 Page 7 of 8 463708v I 2 5 D-73 this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WI-I&REOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa E. Storck Assistant City Attorney RECOMMENDED FOR. APPROVAL: Minh Thai, Executive Director Planning & Building Agency Kristine Ridge City Manager CONSULTANT: ViaTRON Systems, Inc. Page 8 of 8 #637Q8v1 25D-74 EXHIBIT A PROPOSAL/SCOPE OF SERVICES 25D-75 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES PROCEDURES FOR SECURE HANDLING i a -_I- _R�ylfj JI° s Overview ViaTRON has implemented the highest possible security to protect our client's documents. ViaTRON surpasses the SOC, AT101 and HIPAA standards. ViaTRON is always increasing security measures to safeguard Client documents. The following are a few of the internal security controls related to the City's project. Confidentiality Agreement ViaTRON has a confidentially non -disclosures security agreement with all MaTRON employees. In the confidentially agreement, the employees confirm that employee does not have any direct or indirect personal connection to the information the employee will be receiving on the project. Employee also agrees to keep all information absolutely confidential. Employees are not allowed to bring any kind of bag, CDs, DVDs, cameras, USB sticks, or mobile devices into the production facility. Employee Background Check ViaTRON performs a complete background check on all employees. High Security Facility ViaTRON is a high security facility. Our facility has the most up to date security system set up with surveillance cameras and security alarm systems. Every persons and items moving in or out of ViaTRON's facility are closely monitored. Employees are only allowed to enter the office through a single entrance. ViaTRON has restricted areas once employee is inside the facility. ViaTRON stores all physical and electronic data in a secured area within the production facility. This information is kept locked in a separate location away from employees. Transporting Data Any data moving in or out of the company on paper, hard drive, CD, DVD, memory stick, tape or optical disc are recorded on the "Product Entry/Work Order'. Data on media are encrypted and password protected. ViaTRON deletes/scrubs all data from MaTRON's server once permission is granted by City. Pickup/Delivery Security ViaTRON only uses ViaTRON employees and ViaTRON trucks to pick up and deliver City's documents. ViaTRON does not use outside/third party companies for transportation. ViaTRON does not break the chain -of -custody. ViaTRON takes full responsibility once ViaTRON picks up the data. Workstation Security Each employee has an individual login password. ViaTRON has removed access to the internet on the workstations. Security Cameras ViaTRON has security cameras monitoring all work areas. There are also cameras monitoring all entrances and exits into the building including parking structure. Access Card/Badge ViaTRON has a secured access system for entry into our production facility. Employees use an access card to enter and exit the building. Visitors are allowed access once approved with our GM and will be given a temporary access badge. ViaTRON maintains a detail report of all access into the production facility. 111 P a g e 25D-76 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES PROCEDURES FOR SCANNING, INDEXING, AND QC SCANNING Document Scanning. i a -_r _R�ylfj JI° s ViaTRON has a very strict "No Page Left Behind" rule in regard to • All Scanning employees are trained and tested prior to start of project. Same employees are used throughout the project. • Documents are provided by the ViaTRON Doc Prep Department free of any staples, paperclips, etc.... It is the Scanning operator's sole responsibility to be 100%focused on scanning pages in real time. Staff monitors each page as it is scanned and verified for image enhancement and image quality. • Scanning is done by operator physically watching each image in real time. The operator physically touches and watches every page being processed. • Scanning is done on an average of 200 pages per batch. • Every batch of pages are scanned twice to insure page counts match. • Any error messages (example: double feed) are recorded and checked for false -positive. • All pages are scanned in both Color and Black & White simultaneously. • All raw images are saved (No image -enhancements done) in case QC department has an issue they need to look back at. • Scanners are cleaned and calibrated twice a day. • All scanning employees are supervised in real-time. • No pages are automatically deleted. • ViaTRON does not use auto -deletion features in software as its not 100%accurate. Any blank page deletion is done manually and QC for accuracy afterwards. INDEXING ViaTRON mainly uses LaserFiche as well as Kofax and Kodak Capture Pro for indexing and separation of this project. The process is simple, 1. Software identifies the barcode pages. 2. Automatically separates the batches. 3. The index value is presented to Data Entry employee for key entry. 12 1 P a g e 25D-77 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES s 4. Double -Key Entry: Another employee will read the same image and key in the index vaIue. This is to insure by 99.9% accuracy there are no typos. 5. Technical department runs report queries reviewing batches, batch sizes, index values compared to existing database. 6. Batches are then passed to our QC department to review for final errors. QUALITY CONTROL Pickup and Delivery We use ViaTRON's vans/trucks to pick up and deliver boxes from/to the City offices. We have in-house employees (truck drivers) to perform all the pickup and delivery tasks. ViaTRON does not outsource this work. We do not allow third party companies to touch any of our clients' documents. It is very important to maintain the "chain of custody' for all documents/boxes picked up or delivered to the City. Box Tracking In addition to the City's box number, ViaTRON creates an internal bar code control number and label for each box picked up. Any damaged boxes are photographed and tagged. The control numbers are entered into a central Project Management Tracking System. From this point forward the Project Management Tracking System will track the location, status and progress of that individual box. The City can check the condition or status of the box from the moment the box is picked up. Double Check System Every task performed on the City project will be checked two times using a manual and an electronic control system. Employees' work will be checked by our Quality Assurance Department. The QA Employees' work will be checked by the department supervisor. The Supervisor's tasks will be checked by the project manager. Every Employee's work will be double checked. Employee Control Each employee working on the City project will undergo a full review. Employees who have any connection (present or past) to the City will not be allowed to work on the project. An Employee will also not be allowed to work on the City project if they have an immediate family member working at City. ViaTRON performs a complete background check on all employees. Employees who have criminal records are not allowed to work at ViaTRON. All client boxes/documents are monitored very closely at three levels. It is impossible for any one person to have full access. Employees are trained for 40 hours specifically on the City documents before they are allowed to begin working on the project. All work performed by the employee is tracked and monitored by the Project Management Tracking System. Box Control ViaTRON Production Center handles each box in a unique manner. The box is analyzed by content. A detailed log is prepared to identify the box contents: pages, folder, document size, condition of documents, condition of box, and index variations. This information is kept separately and later used to crosscheck the finished product. Any discrepancy will result in the full audit of the box. Document Tracking ViaTRON's Central Project Management Tracking System tracks every employee who has come into contact of each document. For control purposes, we will be able to trace the individual tasks, date and time the file was accessed or worked on. 13 1 P a g e 25D-78 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Document/Folder Control i a -_r _R�ylfj JI° s Every document/folder in a box is checked twice. The first is performed by the Document Preparation Employee who does a physically count of the documents and creates a batch count report. This report is later crosschecked with the Final CIA Report. We will need to get a 100%match or the entire box is audited. Image Control ViaTRON uses several types of sophisticated image enhancement software to improve the quality of the images during the scan process. MaTRON sends each image through three electronic levels of image enhancement. Each of these levels is meant to improve the quality of the original image. In addition to electronic enhancements, ViaTRON also manually checks (QC) every image for accuracy. Error Corrections ViaTRON corrects all image quality tasks within 24 hours. In most cases, image quality and enhancement are corrected in real-time. ViaTRON creates a Raw Image file of all documents as an automatic backup. In addition, the index fields are stored in a SQL database. This system was designed internally for auditing purposes. Any errors can be repaired immediately. Only in a few cases we may need to go back to the original paper to rescan. This can be done within a 24-hour period. Image repair, file separation and indexcorrection can be done in real time and forwarded to City within 1— 24 hours. EXPERIENCE Since 1990, MaTRON has successfully completed thousands of Document Scanning projects into the software including Laserfiche, Tyler, Odyssey, Documentum, FileNet, OnBase, HPE, ApplicationXtender, Mfiles, Filebound, and more. Below are a few examples of recent projects we have completed recently or are in the process of completing. 141Page 25D-79 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES LEFT BLANK INTENTIONALLY 151Page i a -_I- -R�ylfj JI° s 25D-80 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Summary Methodology Project Preparation • Planning • Build & Configure Scanners/Software • Test documents • Test Acceptance • Go Live/Full Production Freight — Pickup • Document Inventory/Manifest • Pickup — ViaTRON Certified Employees • ViaTRON Receiving • Box Tracking & Audit Report Document Preparation • Paper Preparation • Document Preparation Quality Assurance Scanning • Scan • Image Quality Assurance Indexing • Indexing • Double Blind Key Indexing • Indexing Quality Assurance Quality Assurance • Page -by -page review Scan -On -Demand • Client Document Request Data Delivery • SUP Data Delivery Client Review • Random Quality Check by City • Delivery Acceptance Freight — Delivery • Delivery—ViaTRON Certified Employees 161Page PROJECT PREPARATION/PLAN I DOCUMENT PREPARATION SCAN INDEX DOCUMENT V 1 DOUBLE KEY INDEXING 4418 FINAL QUALITY ASSURANCE —earoar DATA DELIVERY i a -_r -R�ylfj JI° s DOCUMENT PACKING BOX PICKUP IMAGEENHANCEMENT IMAGE QUALITY ASSURANCE O DATABASE FORMATTING i .. —7 DATABASE VALIDATION BOXES RETURNED 25D-81 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES Project Planning i a -_r -R�ylfj JI° s The information provided has been prepared specifically for the City of Santa Ana by the ViaTRON Data Conversion team. This information covers several important areas. The step by step procedures explains the manner in which ViaTRON would handle the Document Scanning Project in reference to the scope of work provided in the RFP. Project Meeting ViaTRON will meet with the assigned key staff of each City department to develop a plan for the project including, but not limited to: - Performing a page count (est. of pages, large format, etc....) - Designing Scope of Work that includes items such as, o If ViaTRON is required to pack the boxes. o Document Prep rules o Indexes o QC measures - Create draft timeline and milestones for completion. - Sample boxes completed and reviewed by City Department for approval. - Updated timeline and milestones based off Sample competition. Logistics Document Transmittal Prior to picking up boxes, ViaTRON will send a Project Manager to the City of Santa Ana's locations to do the following task. • Estimate the number of boxes • Create barcode labels for the boxes ViaTRON uses computerized tracking software to track the boxes before they leave the City. A unique barcode is attached to each box. The barcode tracks several pieces of key information. An automatic tracking report is generated that includes the following information: • Box unique ID code • Date of pickup • Location of pickup • All persons involved in the pickup transaction and travel log number. • Work order must be signed outlining box count and manifest. File Packing/Box Sealing • ViaTRON will send a team of employees to pick up the boxes for the City of Santa Ana. All employees will go through a certified background check when handling court documents. • Once all boxes are packed for delivery, ViaTRON will then seal all the boxes Pickup — ViaTRON Certified Employees ViaTRON only uses ViaTRON employees to pick up boxes. ViaTRON has strict rules regarding the chain -of -custody regarding client documents. City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 17 1 P a g e 25D-82 RFP NO. 20-043 v a—r ��1• J J FOR SCANNING, DIGITIZING AND INDEXING SERVICES s•<^-•- • ViaTRON does not outsource any freight services • All pickup and deliveries are performed by ViaTRON trained employees • The trucks are scheduled to only make one pickup at a time to prevent cross contamination of documents • Drivers keep a detailed security log for each trip. The security log keeps track of departure time, pickup/delivery start, pickup/delivery end, and return to ViaTRON Storage Center • A standby driver/team are in place to immediately assist in case of mechanical problems ViaTRON — Receiving ViaTRON uses a double check system to verify all data. This procedure is used in receiving boxes from the City. • When the truck arrives at ViaTRON facility, the boxes are moved to a holding area • A barcode reader is used to verify the barcodes • The verification is done by two managers • The separate information is uploaded into the tracking software • The software verifies the original data with the two manager scanned data • The managers also check the boxes for damage and report it • Any discrepancy is logged into the master quality control report • Security issues if any will be resolved within 1 hour and City will be notified • Box Tracking & Audit Report • Every employee enters project work progress into the tracking report • Every employee also enters quality control and monitoring info in quality control report • The tracking report and quality control report are reviewed by the project manager several times throughout the day Document Preparation • ViaTRON has a team of dedicated employees to perform the Document Prep work. • ViaTRON will test 5 boxes for each class/category of documents to establish the PSR (Project Specific Rules). The test is to determine the most accurate and efficient method to prepare the folder to be scanned. • All Document Prep employees will be trained on the PSR. • Each Document Prep employee will be assigned one box at a time and tested for PSR accuracy. • Removing paperclips and staples. • Unfolding documents, repairing tears and dog-ears. • Smoothing pages for clean feed. • Unbinding books. • Taping sticky notes onto blank page for scanning. • Barcode templates provided to the City. • Any non -paper items will be recorded down in the exemption report and returned. Document Preparation — Quality Assurance • The Document Prep supervisor checks all boxes prepared by the Document Prep employees. • The quality control report is updated if problems are found. Problems are resolved within 1 hour. • The supervisor either accepts or send the work back for reprocessing. • The tracking report is updated releasing the boxes to move to the next steps. Scanning IS Page All scanning is done with an operator standing next to the scanner to make sure all pages are scanned accurately and to check for double feed errors. 25D-83 RFP NO. 20-043 v za lfJ 211 FOR SCANNING, DIGITIZING AND INDEXING SERVICES s•<^-•- • Special image enhancement software shall be used: de -speckling, de -skewing, image rotation, background suppression, adaptive threshold, edge enhancement, and gray tone filtering • ViaTRON's scanner technicians will monitor the size, resolution and format of each document scanned using the tags/markers placed by the Document Prep team. • The files will always be kept together. This will ensure the documents are always in the same order • Recommend all documents will be scanned at 300 dpi for best quality. Additional DPI of 400 can also be achieved if required. • Documents will be processed in PDF-A or TIFF as per requested in RFP. • ViaTRON will work with City departments during the test phase to develop the optimum results. • All images can be processed with Searchable OCR at no extra charge. Document Scanning — Quality Control Indexing Each Image will be reviewed and if needed compared with the originals to ensure the best quality was obtained. Quality Control is done throughout the project life cycle, o During Document Prep. Staff will be able to identify pages that the scanners will have problems with, or need to be taped to another blank sheet to process. o During scanning. Scan operators are able to locate/flag images that are not acceptable quality. o During Indexing. Index staff are looking for clarity of fonts and images. o During QC. Staff will be reviewing images for readability, orientation, and overall quality. Referring to the originals if needed. ViaTRON QC team will flag any image that isn't of accepted standards, for re -scanning. Quality is guaranteed, and re -scans are of no extra charge. ViaTRON software will automatically detect every target page that has a barcode separation page. ViaTRON's employee will manually index one document from one box at a time Double Key Indexing ViaTRON performs double key ensure the highest quality of work. • ViaTRON utilizes a blind key verification process, meaning that the verifier is unaware of the entries made by the other encoder. This process ensure that the indexed date is 100%accurate at the character level. Indexing Quality Assurance • The system engineer performs data validation through character mix, date ranges, quantity ranges, including database lookup Scan on Demand ViaTRON Systems understands that the files are live and the client may need access to files before the project is completed. If City has a request for a document, ViaTRON will locate the file and provide client with the scanned digital copy through our secured FTP site, email, or any other means preferred. Data Delivery ViaTRON has multiple approaches to data delivery. The typical method of delivery is through a password encrypted hard drive. Some clients choose the option to download via secured FTP site. ViaTRON recommends delivering the data via Secure FTP. 19 1 P a g e 25D-84 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES 5. COST PROPOSAL i a -_r _R�ylfj JI° s All Proposers are required to submit a cost breakdown by contract year (including renewal option term if exercised); including estimated hours, hourly rates, expenses, and a total not -to -exceed cost with their Proposal. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Proposals shall be valid for a minimum of ninety (90) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become the property of the City. The proposed fees and rates for this contract will be fixed for the duration of the agreement, including allowable renewal options exercised at the discretion of the City. ViaTRON Response: ViaTRON has reviewed the files based on the Mandatory walkthrough that took place at the City of Santa Ana on August 19`h 2020. Based on the walkthrough we have attached a Document Analysis Spreadsheet below outlining the estimated Pages and Image Counts for the 3 File rooms we toured. Image Counts are an educated guess based on our analysis. We have also included an Image Rate for each document type. Our assumptions are that we will bill the City of Santa Ana monthly based on pages scanned for each pick up. Letter Size — Black & White — 300 DPI - Price Per Page = $0.039 Cents Large Format Drawings — Black & White — 300 DPI — Price per Page = $0.49 Cents MicroFilm Rolls —16 MM - Black & White — 300 DPI — Price per Page = $0.019 Cents MicroFilm 35 MM - Black & White — 300 DPI — Price per Page = $0.029 Cents LaserFiche Formatting and Briefcase creation — Free Document Pick up — Free Shredding boxes after scanning (optional) — Free Based on the Scope of Work and Questions and Answers ViaTRON has submitted pricing below. BUILDING FILES - Doc Type MAPS MAPS - ROOM 1 126 BOXES - C UBBIES 126 700 0 88,200 $0.49 $ 43,218.00 7 TUBS 7 800 0 5,600 $0.49 $ 2,744.00 Indexing PERMIT NUM BER, ADDRESS, DATE Clean Rolls w ith Toe Tags w ith Indexing Information. 21 Collums with 6 shelves (126 total cubbies). 500-800 Maps per cubbie. 20-100 Maps per roll, some rolls up to 500 sheets. Rubber Stamp on back of Maps -may need double sided scanning. LaserFiche Briefcase format. Sub Total $ 45,962.00 201Page 25D-85 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES za lfj 1,12 s DRAWER/ INCH- TOTAL PAGE UNIT PRICE PRICING BOXES DRAWER INCHES COUNT BUILDING FILES - Doc Type Letter size files Letter Size - 35- 4 draw er cabinets. 140 30 4200 420,000 $0.039 $ 16,380.00 Room 1 30 inch draw ers Indexing DOC TYPE, ADDRESS. Basic letter size. Some color, but scan black and w hite. Some files small batches - 5 pages. Others have 20-50 pages. Client w ill box up files. LaserFiche Briefcase format. Sub Total $ 16,380.00 9101 Doc Type MICROFILM 35 MM Film Est 320 Rolls - 35 MM 320 1000 320,000 $0.029 $ 9,280.00 16 MM Film Est. 181 Rolls - 16 MM 181 2000 362,000 $0.019 $ 6,878.00 Indexing PERMIT NUM BER, DOC TYPE, ADDRESS. 35 MM andf 16 MM Mcrofilm Rolls. Page Count per roll, N Y Unknow n. I -low ever estimated at 1,000 and 2,000 images respectively. Film w ill be billed at $0.019 per Image for 16 MM, and $0.029 for 35 MM. CERT OF Doc Type OCCUPANCY - MAPS CERT OF OCC - 22 Boxes 22 700 0 15,400 $0.4900 $ 7,546.00 MAPS - ROOM 3 Indexing PERMIT NUM BEER, ADDRESS, DATE Clean Rolls w ith Toe Tags. 22 Boxes. Estimated 700 Maps per Box. 20-100 Maps per roll. Few large rolls w ith 500 pages. Rubber Stanp on back of Maps - may need double sided scanning. LaserFiche Briefcase format. 211 P a g e 25D-86 RFP NO. 20-043 FOR SCANNING, DIGITIZING AND INDEXING SERVICES i a -_r _R�ylfj JI° s OCCUPANCY - Doc Type LETTER SIZE CIERT OF OCC - 7 - 4 draw er cabinets. 21 30 630 94,500 $0.0390 $ 3,685.50 ROOM 3 30 inch draw ers Indexing DOC TYPE, ADDRESS. Basic letter size. Some color, but scan black and w hite. Some files small batches - 5 pages. Others have 20-50 pages. Use 10 page batch average. Heavy Rep. Sub Total�t, Grand Total $ g9,731.5Q We have also attached an alternate price list for documents that may fallout of the current Scope of work. We do not foresee the City of Santa Ana needing these services but have included as an option just in case there is a particular requirement for a certain document type. Optional Only —Based on Scope we do not foresee the City of Santa Ana needing these options: • Letter Size -Color or Greyscale - $0.01 Per Image • Large Format —Color or Greyscale - $0.08 Per Image • MicroFicheMicroFilm— Color orGreyscale -$0.01 • OCR —$0.005 • Boxing and Packing Services -$22an Hour. • Aperture Cards - $1.00 per sheet • MicroFiche Sheets -$0.60 per Sheet • Corn Fiche - $0.029 per image • Advanced Doc Prep -$0.01 per Page • Advanced Indexing - $0.01 per Page. • Advanced QC - $0.01 per Page. 221Page 25D-87 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVE THREE-YEAR AGREEMENT WITH ARAMARK CORRECTIONAL SERVICES, LLC FOR INMATE FOOD SERVICES AND COMMISSARY IN THE AMOUNT OF $3,514,950 (GENERAL FUND) CLERK OF COUNCIL USE ONLY: :••e• It ❑ As Recommended ❑ As Amended ❑ Ordinance on1�Reading ❑ Ordinance on 2n'Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK•L111►IN] gQito] /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute a three-year agreement with Aramark Correctional Services, LLC for inmate food services and commissary, for the period of October 20, 2020, through June 30, 2023, in the amount not to exceed $3,514,950, including a 7 percent contingency ($229,950), subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION California's Board of State and Community Corrections (BSCC) requires agencies to provide food services for all incarcerated individuals held within their custody. On March 13, 2020, the Santa Ana Police Department issued a request for proposals (RFP #20-025) for contracted food service and inmate commissary. On March 31, 2020, a pre -proposal conference was conducted, and on May 8, 2020, the City received proposals from three firms. Aramark Correctional Services, LLC, OurHome Catering, Inc., and Trinity Services Group each submitted proposals for evaluation. An evaluation committee consisting of representatives from the Santa Ana Jail Operations and Jail Administration reviewed and rated the three proposals. The proposals were evaluated according to the following: • Quality/Appeal of Inmate Meals (15%) • Quality/Appeal of Staff Dining (Code 7 Cafe) Meals (15%) • Selection and Pricing of Proposed Commissary Items (15%) • Experience of Firm and Personnel (15%) • Reasonableness of Cost (40%) The results of the RFP Evaluation are as follows: 25E-1 Agreement with Aramark Correctional Services, LLC October 20, 2020 Page 2 Vendor Score Aramark Correctional Services, Inc. 95 OurHome Catering, INC 85 Trinity Service Group 82 100 point max Aramark Correctional Services was the most responsive, capable, and cost effective respondent. The Police Department proposes to enter into a three-year agreement (Exhibit 1) with Aramark, for the period of October 20, 2020, through June 30, 2023, in an amount not to exceed $3,514,950. This agreement also allows the City to compensate Aramark for any services provided since July 1, 2020. The per -meal cost at the current average daily population (over 400) is $2.50 per meal. This agreement cost of $3,514,950 will provide food service for approximately 400 inmates, and includes a 7 percent contingency ($229,950) to cover increases in average daily population, per meal cost increases, and other unanticipated expenses. The agreement includes language that allows Aramark to request per -meal cost increases based on CPI and the yearly percentage change in the Market Basket of Products included in the agreement. The three-year agreement includes two one-year renewal options, which must be approved by the City Council. Aramark Correctional Services LLC has been the provider of inmate food services since 1997 and continues to perform these services in a professional and competent manner. All meals are prepared based on the State of California Code of Regulations, Title 15 nutritional requirements along with all Orange County Health Department health and safety requirements. Through this agreement, Aramark Correctional Services, LLC also provides catering services to various City functions, operates the inmate commissary program, and operates the Code-7 staff cafeteria located within the Police Administration building. The agreement may be terminated without cause by either party upon ninety (90) days written notice. FISCAL IMPACT Funds are available in the Jail Operations contract services account (No. 01114475-62300) for the 2020-21 fiscal year, and will be included in future fiscal year budgets as follows: Fiscal Year Accounting Unit -Account # Accounting Unit, Account Description Amount FY 2020-21 01114475-62300 Jail Operations - Contract Services $878,738 FY 2021-22 01114475-62300 Jail Operations - Contract Services $1,171,650 FY 2022-23 01114475-62300 Jail Operations - Contract Services $1,171,650 FY 2023-24 01114475-62300 Jail Operations - Contract Services $292,913 Three -Year Total $3,514,950 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency 25E-2 Agreement with Aramark Correctional Services, LLC October 20, 2020 Page 2 Submitted By: David Valentin, Chief of Police - Police Department Exhibit: 1. Agreement with Aramark Correctional Services, LLC 25E-3 DocuSlgn Envelope ID: B170CBgD-63DF-4515-84DD-B8E33348Eg47 Exhibit I INMATE COMMISSARY AND FOOD SERVICE AGREEMENT THIS AGREEMENT, made and entered into this 20th day of October, 2020, by and between ARAMARK Correctional Services, LLC, a Delaware limited liability company, (hereinafter "ARAMARK"), 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. On March 16, 2020, the CITY issued a Request for Proposal #20-025 ("RFP") for contracted Food Service and Inmate Commissary Management. The CITY received proposals from three (3) firms which were reviewed by an evaluation committee to select the best qualified vendor based on the RFP. B. ARAMARK submitted a timely proposal which was selected by the CITY to enter into an agreement granting the exclusive right to operate the Santa Ana Detention Facility commissary and to provide food service for the inmates, staff and visitors for the Police Administration and Holding Facility located at 60 Civic Center Plaza, Santa Ana,, California ("Facility"). C. ARAMARK represents that it is able and willing to furnish nutritious, wholesome and palatable food to such inmates, staff and visitors in accordance with the terms of this Agreement. D. In undertaking the performance of this Agreement, ARAMARK represents that it is knowledgeable in its field and that any food services provided by ARAMARK shall meet all current regulations. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the patties agree as follows: 1. SCOPE OF SERVICES ARAMARK shall operate the Santa Ana Detention Facility commissary, perform inmate meal preparation, and operate the Code-7 Cafe, as those services are set forth in the RFP, attached hereto as Exhibit A, and ARAMARK's Technical Proposal for Food Service Management dated April 29, 2020 ("ARAMARK's Proposal"), the details of which are on file at the Santa Ana Detention Facility in the care of the Jail Administrator, and incorporated by reference to this Agreement. The CITY shall at its expense provide ARAMARK with adequate preparation kitchen facilities at the Facility completely equipped and ready to operate, together with such heat, refrigeration and utilities services as may be reasonably required for the efficient performance of the Agreement. ARAMARK shall be responsible for long distance telephone service. 25E-4 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE33348E947 The CITY shall, at its expense, provide ARAMARK with adequate office and storage facilities at the Facility completely equipped and ready to operate together with such heat, and utilities services as may be reasonably required for the efficient performance of the Services. ARAMARK shall be responsible for long distance telephone service. ARAMARK shall maintain and update such computer hardware and related equipment and software (collectively "Computer Equipment"), including but not limited to ARAMARK's CORED commissary management information systems (the "CORE® System") as necessary to support ARAMARK's commissary operations. ARAMARK shall remove all Computer Equipment upon the expiration or termination of this Agreement. The CORE@ System is and shall at all times be owned by ARAMARK, which shall hold all rights relative thereto except as may be expressly granted hereunder and then only to the extent of such express grant. All use of the CORE® System at the Facility shall immediately cease upon the expiration or termination of this Agreement. ARAMARK shall be responsible to support and maintain all Computer Equipment during the term of this Agreement, but any and all such obligations shall cease upon the termination or expiration of this Agreement. To the extent that it is necessary for ARAMARK's or the CITY's employees to be trained to use the CORE® System, ARAMARK shall provide such training, provided that ARAMARK shall have no other training obligations hereunder. The CITY shall run such cable and wiring, and shall perform such systems integration, as necessary to enable the CORE System to support ARAMARK's commissary operations. In the event the CITY changes any third party vendor whose service interacts with the CORE System (such as its telephone or internet service provider), any costs associated with CORE System customization or code changes will be borne by the CITY. The CITY declines Capital improvements to the food service kitchen and Code-7 Cafe proposed in ARAMARK's Proposal. 2. COMPENSATION A. FOOD SERVICE i. CITY agrees to pay, and ARAMARK agrees to accept as total payment for each inmate meal served pursuant to this Agreement, a per meal price as specified in Exhibit B, which excludes sales tax. The total payment by the CITY to ARAMARK for services for the three-year period, as defined in Section 3, below, shall not exceed $3,514,950. This amount includes a contingency of $229,950, for services provided at the sole discretion of the CITY, subject to any per meal price adjustments under Section 2.A.ii. City will recognize and pay ARAMARK for services provided during the period from July 1, 2020, to the effective date noted in Section 3, below. The price per meal in Exhibit B and the "shall not exceed" amounts herein are based on the CITY's interpretation, upon which Aramark relies, that California Code of Regulations, Title 15 ("Title 15") does not require additional dairy, legumes, and whole grain products to be served at the Facility. If changes to the Facility menu are required under Title 15, ARAMARK will provide the CITY with the required menu adjustments, and the price per meal and "shall not exceed" amounts will be increased to account for such menu 2 25E-5 DoauSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 changes. The CITY agrees to indemnify, hold harmless, and pay all costs for the defense of the ARAMARK, its contractors, subcontractors, agents, employees, or other persons acting on their behalf, regarding any action by the California Department of Public Health (CDPH), the California Board of State and Community Corrections (BSCC), or any other regulating agency to enforce Title 15. ii. The per meal price may be adjusted, beginning July 1, 2021, and on July 1 of each subsequent year, by mutual agreement and set forth in an amendment to this Agreement which shall be subject to approval by the City Council of the City of Santa Ana. If the parties cannot reach agreement as to a price increase, unit price shall be increased as further set forth below by the greater of the (a) yearly percentage change in the Consumer Price Index, All Urban Consumers, U.S. City Average, Food Away From Home Index ("CPI -FAH"),. published by the U.S. Department of Labor and (b) the yearly percentage change in the Market Basket of Products (as defined below) which approximate the products, served at the facilities covered by this Agreement (the "Client Menu"). The period for determining CPI -FAIT and Market Basket of Products increases shall be April t to April 1 of the then -current year (tine "Base Period"). Notwithstanding the foregoing, in no event shall the Yearly increase be ereater iv than 5% The yearly percentage change shall not increase more than five percent. 5% in any _ year. The percentage shall be applied to the then -current per meal price to determine the price for the subsequent 12-month period, and such unit price shall be effective oil July 1, 2021, and on July I of each such 12-month period. ARAMARK shall submit to the CITY on the first day of every week, for the preceding week, an invoice for inmate meals ordered or served whichever is greater, and Fresh Favorites meals ordered by inmates. The statements will reflect the preceding week's food services detailing the exact number of meals served on a daily basis as follows: 1. Actual number of adult inmate meals 2. Meals provided through the "Fresh Favorites" program 3. Any additional food or beverage services, as required 4. Staff Cafe sales report. Payment by CITY shall be made within thirty (30) days following receipt of proper invoice evidencing meals ordered/served, subject to CITY accounting procedures. Payment shall be sent to: ARAMARK Correctional Services, LLC Aramark Chicago Lockbox 27310 Network Place Chicago, IL, 60673-1273 3 25E-6 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 B. COMMISSARY SERVICE ARAMARK shall process orders for commissary products from inmates in accordance with ARAMARK's standard procedures. The CITY shall be responsible to collect, record and make disbursements from inmate commissary accounts for purchases of such Products; provided, however, that ARAMARK shall have access to each inmate account solely for the purpose of verifying that there are sufficient funds in such account to cover a Product order placed by such inmate, including but not limited to, any sales, use or other taxes related thereto. ARAMARK and the CITY shall jointly determine the prices at which Products shall be sold. If ARAMARK sustains increases in its costs, including but not limited to, increases in its Product, labor or equipment or software -related costs, ARAMARK may request an increase to its prices to recover such increased costs. Additionally, ARAMARK may, at its discretion perform a price audit to compare the prices at which it sells the Products contemplated by this Agreement with the prices at which similar products are being sold in retail outlets in the surrounding community ("Comparable Retail Values"). In the event that any of ARAMARK's prices are below the Comparable Retail Values, the, parties shall mutually agree in writing to increase such prices under this Agreement to reflect the Comparable Retail Values. ARAMARK shall submit to the CITY on the first day of every week, for the preceding week, an invoice for total. Gross Sales of Products made during such week, and other goods or services provided by ARAMARK during such week, if any. The term "Gross, Sales" shall mean total commissary sales (includine, but not limited to, sales of tobacco products, stamps and pre -stamped envelopes, pre -paid telephone calling cards or any other telephone sales, debit cards, and Indigent Product sales) plus any sales or use taxes. For purposes of this Agreement, a sale shall be deemed made when a Product ordered by an inmate is delivered to the CITY for subsequent delivery to the inmate, and the Product is not returned. For purposes of this Agreement, no returns will be honored, unless the inmate who ordered a Product, refuses delivery of such Product at the time such Product is delivered, or unless such inmate is released prior to such delivery, and fails to claim such Product within seventy-two (72) hours after release. ARAMARK shall forward billing to the Santa Ana Detention Facility. ARAMARK shall keep a complete and accurate record of all gross sales of merchandise records for a period of at least one year. ARAMARK shall keep all inmate sales records for at least one year after termination of this contract. All records and books kept by ARAMARK exclusively related to invoices reflecting services provided by this Agreement shall be open to inspection and audit of the CITY and its agents during normal business hours. Such records shall be kept separate and apart from any record ARAMARK maintains in connection with other business enterprises. 1. ARAMARK shall return to CITY a total commission of Forty -Five Percent (45%) of Net Sales of all products from the commissary operations at the Santa Ana Detention Facility, as set forth in the CITY's RFP and ARAMARK's Proposal. This commission shall exclude all sales of stamps and pre -stamped envelopes, pre -paid telephone calling cards or any other telephone sales, debit cards, and Indigent Products. In addition, ARAMARK shall return to the CITY a commission of 25% for "Fresh Favorites" and "Ware Fresh" net sales. "Net Sales" means total product sales, less sales or use taxes and authorized returns. 25E-7 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 ARAMARK shall provide a monthly accounting of commissary operations for the previous month, and shall submit said accounting and a check representing the CITY's potion of Net Sales to the Santa Ana Jail Administrator. TERM a. The term of this Agreement shall commence on October 20, 2020 until June 30, 2023, unless terminated earlier in accordance with Section 12, below. b. The CITY shall recognize and compensate Aramark for any services provided by Aramark to the CITY since July 1, 2020. c. The parties may amend this Agreement to extend the term and provide additional compensation for this Agreement, subject to finding and approval of any amendment by the City Council, for up to two (2) one (1) year extensions with said additional compensation. 4. INDEPENDENT CONTRACTOR ARAMARK 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 ARAMARK performs the services which are the subject matter of this Agreement; however, the services to be provided by ARAMARK shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARAMARK shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, ARAMARK shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. ARAMARK shall maintain commercial general liability insurance listing the City, its officers, and employees as additional insured(s) and 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 ARAMARK'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 $ t,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers and employees as additional insured(s); (b) be primary and not contributory with respect to insurance or self- 25E-8 DocuSign Envelope ID: B170CBgD-63DF-4515-84DD-B8E33348Eg47 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, ARAMARK 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, ARAMARK agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Aramark 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 occurrence. e. The following requirements apply to the insurance to be provided by ARAMARK pursuant to this section: i. ARAMARK shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished. to the CITY upon execution of this Agreement and shall be approved in form by the CITY. 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. Aramark shall supply City with a blanket additional insured endorsement. f. If ARAMARK fails or refuses to produce or maintain the insurance required by this section or fails or refuses to 'furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect ARAMARK's right to be paid for its time and materials expended prior to notification of termination. ARAMARK agrees to indemnify the CITY, as set forth in Section 6 below, for any work performed prior to approval of insurance by the CITY. 6. INDEMNIFICATION ARAMARK agrees to and shall indemnify and hold harmless the CITY, its officers, agents, employees, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for bodily injury, including death, and claims for property damage, which may arise from the negligent acts, willful misconduct, or omissions of ARAMARK or its contractors, subcontractors, agents, employees, or other persons acting on their behalf in their performance of the services described in section I of this Agreement. However, it is expressly understood that ARAMARK shall not be responsible for damages caused by inmates nor by the acts or omissions of the CITY, its officers, agents or employees. Neither any of the CITY's officers, employees, agents, servants 6 25E-9 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE3334BE947 or contractors, nor any inmates, are or will be deemed to be agents or employees of ARAMARK and no liability is or will be incurred by ARAMARK to such persons, except for bodily injury to such persons caused by ARAMARK's negligence or intentional acts. ARAMARK further agrees to indemnify, hold harmless, and pay all costs for the defense of the CITY, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, ;judicial or equitable relief due to personal or property rights arises out of claims for bodily injury, including death, and claims for property damage, which may arise from the negligent acts, willful misconduct, or omissions of ARAMARK or its contractors, subcontractors, agents, employees, or other persons acting on their behalf in their performance of the services described in section 1 of this Agreement. CITY may make all reasonable decisions with respect to its representation in any legal proceeding. The CITY shall promptly notify ARAMARK of any claim for which indemnity is sought, and shall cooperate with ARAMARK in the investigation and defense of such claim. ARAMARK shall have the sole discretion to defend and settle such claim. CONFIDENTIALITY If either party receives from the other party information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party 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 inf'onnation 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 receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the other party. 8. CONFLICT OF INTEREST CLAUSE ARAMARK covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 25E-10 DocuSign Envelope ID: B17OCB9D-63DF-4515-84DD-B8E33348E947 To CITY: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:(714) 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 245-8007 To ARAMARK: ARAMARK Correctional Services, LLC 2400 Market Street Philadelphia, PA 19103 Attn: Vice President, Finance And Associate General Counsel A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, CITY or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT a. This Agreement represents the complete and exclusive statement between the CITY and ARAMARK, 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 exhibits hereto, or documents incorporated by reference hereto, the terms of this Agreement shall prevail. In the event of a conflict between the RFP and ARAMARK's Proposal, ARAMARK's Proposal shall control. b. This Agreement may not be modified except by written instrument signed by the CffY and by an authorized representative of ARAMARK. 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 ARAMARK nor the CITY. Each party to this Agreement acknowledges that no 8 25E-11 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of ARAMARK, ARAMARK 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. 12. TERMINATION This Agreement may be terminated without cause by the CITY or by ARAMARK upon ninety (90) days written notice of termination to the other party. In such event, ARAMARK shall be entitled to receive and the CITY shall pay ARAMARK compensation for all services performed by ARAMARK prior to receipt of such notice of termination, subject to the following conditions: Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. NON-DISCRIMINATION ARAMARK shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. ARAMARK affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement 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 any lawsuit in connection with or by reason of this Agreement may be brought or removed, as appropriate, in the state or federal courts for Orange County, California. 15. PROFESSIONAL LICENSES ARAMARK 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. ARAMARK shall notify CITY 9 25E-12 DocuSign Envelope ID: B170CB9D-63DF-4616-84DD-BBE3334BE947 - immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. PERSONNEL The CITY acknowledges that ARAMARK has invested considerable time and money in training its supervisory employees in systems, procedures, methods, techniques and other valuable information which is proprietary and unique to ARAMARK's manner of conducting business. Therefore, the CITY agrees that it will not hire supervisory employees of ARAMARK, working at the Santa Ana Detention Facility during the tern of this Agreement and for twelve months after its termination. 17. MATERIAL ADVERSE CHANGE The financial arrangements in this Agreement are based on conditions existing as of the Effective Date including any representations regarding existing and future conditions trade by CITY in connection with the negotiation and execution of this Agreement. If such conditions change due to causes beyond ARAMARK's control, including, but not limited to, a change in the scope of ARAMARK's services; menu changes; a decrease in the Facility's inmate population; efforts to organize labor; changes to wage and/or benefit rates pursuant to any federal, state or focal law or regulation or determination by a governmental entity; increases in food, fuel, equipment, utilities and supply costs; Federal, State and local sales, and other taxes and other operation costs; a change in Federal, State and local standards, requirements recommendations, and regulations including any applicable Child Nutrition Programs; changes in phone service providers or a change in the way phone service is sold to inmates; or other unforeseen external market conditions outside ARAMARK's control, then ARAMARK shall give CITY written notice of such increase or change, and within thirty (30) calendar days after such notice, ARAMARK and CITY shall mutually agree upon modification(s) to offset the impact of the increase or change, which modifications may include any or a combination of the following: an adjustment to ARAMARK's price per meal or commission, modifications to the menu or Product offerings, changes to Product pricing or modifications to ARAMARK's scope of services. 18. PHONE SERVICE PROVIDERS In the event that there is a change in the phone service provider used at the Facility or in the process by which phone cards or phone time is sold to inmates, the CITY shall be responsible for the cost or shall cause the phone service provider to be responsible for the cost of the following: (1) any software development required by the change; (2) system integration; (3) use of ARAMARK hardware and software to sell phone service; and (4) any other cost incurred by ARAMARK, including but not limited to increased costs for labor, handling, and reporting. 10 25E-13 Docu5lgn Envelope ID: B170CB9D-63DF-4515-84DD.B8E33348E947 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Tamara Bogosian Senior Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager ARAMARK CORRECTIONAL SERVICES, LLC D.c.61gn.dby: By: �— Title: VP Finance l0/7/2020 II 25E-14 DocuSlggn Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 CITY OF SANTA ANA EXHIBIT 1 SCOPE OF SERVICES The Santa Ana Police Department and Jail Facility food services program have three (3) different needs. Accordingly, this RFP is organized into three (3) separate and distinct parts. 1. Inmate meal preparation. This portion is described in Section III of this RFP 2. Operation of staff cafeteria (Code 7 Cafe). This portion is described in Section IV of this RFP. 3. Operation of inmate commissary program. This portion is described in Section V of this RFP. I. QUALIFICATIONS OF PROPOSER A. To be considered for award of this contract(s), proposer(s) must meet the following minimum qualifications: 1. Inmate Meal Preparation (Section III) and Code-7 Cafe (Section IV) a. The proposer must be organized for the purpose of providing institutional and/or high volume food service, and must have at a minimum five (5) years previous experience with proven effectiveness in administering similar scale food service programs. For inmate meal preparation, the proposer must be organized for and have experience in providing correctional food service. Contractors shall provide documentation of a successful, long term operation of a cook -chill food preparation system, including accompanying statements outlining the specific operation of that system. b. The vendor(s) must have a proven ability for contract start-up by July 1, 2020 and provide City of Santa Ana business license upon request. G. The vendor(s) must have qualified and well -trained staff with sufficient backup personnel, the manager assigned must have two (2) years' experience at minimum. For the corrections portions, the same qualifications apply, but experience must be in correctional facility feeding and cook -chill production systems. 2. Inmate Commissary Service (Section V) a. Proposer must be organized for the purpose of providing inmate commissary services. Proposer must, at minimum, have five (5) years' previous experience with proven effectiveness in administering traditional order form commissary. b. The vendor(s) must have a proven ability for contract start-up by July 1, 2020 and provide City of Santa Ana business license upon request. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 18 of 57 25E-15 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33346E947 t CITY OF SANTA ANA C. The vendor(s) must have qualified and well -trained staff with sufficient backup personnel, and manager assigned must have at minimum (2) years' experience. II. FORMAT OF PROPOSALS Proposers must submit proposals for all of the parts of this RFP. Partial proposals will not be entertained. III. INMATE MEAL PREPARATION A. INMATE MEALS 1. The Santa Ana Jail Facility is a 502-bed Type II adult jail operating under the principals of Direct Supervision. The facility began operations in early.January 1997. The facility is a 24-hour booking facility. It houses both sentenced and non -sentenced inmates, including federal inmates. It shall require all therapeutic and religious diets as well as bagged. lunches for courts and intake. The Santa Ana Jail Facility kitchen is a 3000 sq. ft. fully equipped cook -chill facility, which includes a 468 sq. ft. bakery, a cart cleaning area, and a dishwashing room. a. The kitchen shall be operated using the cook -chill system as completely as possible to prepare inmate meals. b. Fresh -baked items shall be offered on a regular basis. G. Inmate meals shall be packaged into two, three -compartment trays; one for hot items, and one for cold items. d. The food production program shall be operated for a maximum of eight hours per day, five days per week. The final meal assembly, re-thermalization, cart loading, meal delivery, ware washing, and cleaning and sanitizing of carts and kitchen spaces shall be operated seven days per week on a schedule which satisfies all meal delivery requirements. 2. Food Services shall be operated in such a way that it meets or exceeds California Corrections Standards Authority Code of Regulations, Title 15 standards, the Recommended Dietary Allowances (RDA) of the National Academy of Sciences and all other applicable rules and regulations. 3. A minimum of two hot meals shall be served Per day using the two -tray system as previously described. Lunch may be cold and either packed in the trays or in disposable packages. Serviceware shall be disposable spoons. 4. Contractor shall utilize the kitchen facility for preparation of various hot food items offered through the commissary operation as special offer items. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 19 of 57 25E-16 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 aCITY OF SANTA ANA B. FOOD SUPPLIES 1. Contractor shall be responsible for purchasing and receiving all food, beverages, and food supplies necessary for the preparation of meals in sufficient quantity to meet the needs of the jail during the life of the contract. The term "food supplies" is meant to include all condiments, seasonings, spices and other ingredients necessary to fulfill the needs of the jail. Food and food supply inventories purchased by the Contractor are the property of the Contractor and the Contractor shall be responsible for any loss, damage, or spoilage. 2. Contractor shall be responsible for ensuring that the correct merchandise is ordered and received regarding quantity and quality. Deliveries shall be made to correspond with the Santa Ana Police Department receiving dock schedule. a. The Santa Ana Police Department Property and Evidence Supervisor shall require advance notification of all deliveries. The Contractor shall have personnel on duty to receive, move and store all deliveries. 3. Contractor shall maintain sufficient stocks of food and food, supplies necessary to prepare various therapeutic meals including but not limited to: diabetic, low cholesterol, low sodium, low -fat, mechanical soft, gastric soft, and all liquid diets. 4. Contractor shall be prepared to serve various religious meals including, but not limited to: pork free, vegetarian, and kosher. 5. Contractor shall be responsible for maintaining food stocks in compliance with Orange County Health Department standards, California Corrections Standards Authority, Code of Regulations Title 15, any other applicable state, local, and federal laws and regulations, and the requirements of this,RFP. C. FOOD PURCHASE AND STORAGE 1. The proposal must reflect minimum purchasing standards to be used by the Contractor in the purchase of all food supplies. The minimum standards are as follows: a. Beef, veal, pork, and Iamb shall be of at least USDA Good. The fat and/or soy content of all ground meat products cannot be in excess of 20 and 6 percent respectively. All breaded products must have a product weight of no less than 3 ounces before breading. b. Poultry shall be at least USDA Grade B. Chicken quarters can be no less than 8 ounces raw weight. Legs or thighs must be 6 ounces minimum raw weight. All breaded products must have a product weight of no less than 3 ounces before breading. C. Canned fruits and vegetables shall be at least USDA Grade B. d. Frozen fruits and vegetables shall be at least USDA Grade B. e. Fresh produce shall be at least USDA No. 2. Some minimum counts are as follows: RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 20 of 57 25E-17 DocuSlgn Envelope ID: 8170CB9D-63DF-4515-84DD-B8E33348E947 aCITY OF SANTA ANA Apples 138 Oranges 138 Bananas 3-4 (petit) Pears 90-100 The Contractor may serve comparable portions of other fresh fruits. g. Dairy products shall be of least USDA Grade A. Butter may be substituted for margarine when it is a commodity item. 1 % or 2% fresh milk fortified with vitamins A and D shall be served as a beverage. Dry/powdered milk may be used in cooking/baking only. h. Eggs shall be at least USDA Grade B Medium. If available, fresh fish and seafood are preferred. Frozen fish and seafood must be a nationally distributed brand, packed under continuous government inspection. All breaded products must have a product weight of no less than 3 ounces before breading. Bakery products - A minimum of 60 percent whole grain products must be used. Day -old breads may be purchased but must be used within 48 hours or frozen until the time of use. k. Contractor shall not purchase "second market' and/or distressed food items. Contractor must provide for the correct handling, prompt storage and rotation/issue of food items purchased for use in the facility. Products which have been frozen in excess of one year and/or are past the manufacturers/processors established or implied pull/freshness expiration date may not be served. Contractor must provide a statement as to how often a physical inventory of non -processed food and supply items will be taken. The method for conducting the inventory and the disposition of data collected must be explained in full detail. D. FOOD SERVICE EQUIPMENT AND PERIPHERAL SUPPLIES 1. Contractor shall have full operational understanding of all City -owned food service related equipment in carrying out the requirements of the contract. This equipment includes: • Walk-in refrigerators • Walk-in freezer • Food disposer • Mixer • Refrigerator • Food processor • Slicer • Mixer • Steamer (3, each 133 sgft, 138 sgft and 396 sqft respectively) (268 sgft) (5HP) (Bench type, 20gt) (46 cuft) (1 HP) (1/3 HP) (Floor standing, 60gt) (2 compartment, holds 16 12"x20" pans) RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 21 of 57 25E-18 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 (a CITY OF SANTAANA • Kettle (2, 60 gal. each) • Convention oven (5 rack) • Blast chiller (26 UN20" pan capacity) • Braising pan (2, 40-al. each) • Retherm ovens (4, 16 pans capacity each) • Ice maker (751b per hour) • Beverage vat (100gal.) • Coffee maker (50 gal. Per hour) • Tray conveyor (50gal. per hour) Bake shop equipment includes • Stove (36" wide, 4 burner) • Rack oven (20 18"x26" pan capacity) • Kettle (25ga1.) • Mixer (Floor standing, 60/30gtwith bakery accessories) • Disposer (5HP) • Refrigerator (95sgft) • Freezer (48sgft) Dishwashing room equipment includes: • Disposer (5HP) • Dishwasher (Booster heater, 80 rack per hour rate) • Tray washer (Booster heater, 630 tray per hour rate) 2. The Contractor shall provide, at its own expense, quarterly preventative maintenance and repair contracts on all equipment under its direct control. This shall include all equipment listed above with the exception of the walk-in refrigerators and walk-in freezers. Such contracts can be provided by the Contractor itself, or by reputable companies generally known to have such an expertise. 3. In its proposal, the Contractor must submit to the City a plan as to how this requirement will be met. The cost for this service must be clearly identified within the separate, cost proposal under the Controllable Expenses category. Contractor is to keep a separate record on maintenance and repairs for each piece of equipment and provide a written report and relevant documentation at least quarterly as to what preventative maintenance/repairs have been performed on each piece of equipment. 4. Given proof of adequate maintenance, the City will replace equipment it has provided as it deems necessary, considering the average life of the equipment as determined by the manufacturer as well as any extraordinary circumstances. 5. Contractor and the City shall jointly inventory, at least annually, all capital equipment and City owned serviceware under the Contractor's direct control. As part of this inventory, a general assessment as to the condition and expected useful life of each item will be made. RFP:No. 20-025 Contracted Food Services and Inmate Commissary Page 22 of 57 25E-19 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 " CITY OF SANTA ANA 6. Contractor shall be liable for the replacement cost for all unaccounted items. A separate list of all Contractor supplied equipment must be maintained and submitted to the City semi- annually. 7. Equivalent quality replacements for kitchen, bakery and dishwashing serviceware shall be provided by the Contractor without cost to the City. Replacement items shall become property of the City. E. INVENTORY Prior to implementation of the contract, a complete inventory of all Food Service equipment currently in place will be taken by Contractor, this shall include and inventory of smallwares. Upon termination of the contract, the Contractor shall be responsible to return the Food Service equipment and smallwares to the City in equal or better condition than when the Contract began. Maintaining the smallware inventory levels will be the responsibility of the Contractor, at no cost to the City. 2. The Contractor shall provide all consumable supplies and food products which are required for food service operation, including paper, Styrofoam products, and cleaning supplies. All such purchases shall be in the Contractor's name, but may be delivered to the SAPID receiving dock. CLEANING AND SANITATION 1. On a continuous basis, the Contractor shall clean all kitchen, bakery, and dishwashing equipment and serviceware, including grease hoods, grease traps and floor pans. All items shall be cleaned in accordance with all applicable federal, state, and local laws and ordinances regarding health sanitation and safety. This includes steam cleaning of hood ventilation and stack systems bi-annually at Contractor's expense. 2. Contractor shall provide all equipment, supplies, and linens necessary to perform all cleaning and sanitation functions. Contractor shall supply hand soap, paper towels and toilet tissue for all kitchen staff restrooms and hand washing, sinks in the kitchen, bakery and dishwashing areas. 3. Contractor shall sweep and mop all floors, clean all counters, sinks and food preparation areas, and remove all trash and garbage from the kitchen to the appropriate dumpster daily. City shall be responsible for regular garbage pick-up from the dumpster only. 4. Contractor.shall provide all pest (insect and vermin) control services for the kitchen, bakery and dishwashing room. Pest control services must be provided by a properly licensed pest control service, and conducted monthly. Proof and description of each service shall be forwarded to the Jail Administrator within 24 hours of completion of service. G. BUILDING MAINTENANCE City shall maintain and repair building structures in the kitchen, bake shop, and dishwashing room. Painting shall be included as part of building maintenance. Contractor shall take all reasonable precautions, as directed by the City, or in the absence of such direction, in accordance with sound industrial practices, to safeguard and protect City RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 23 of 57 25E-20 DocuSign Envelope ID: B170CBgD-63DF-4515-84DD-BBE33348EB47 (a CITY OF SANTA ANA property and adjacent property. Damages to properties caued by Contractor's negligence shall be repaired at no cost (both labor and material) to the City. Contractor shall provide City a full report of damage to City property and/or equipment by Contractor's employees, All damage reports shall be submitted to the Jail Administrator within twenty-four (24) hours of occurrence. H. UTILITIES/NETWORK When the kitchen is not in use or when food preparation is at a minimum, Contractor will assume maximum utility/energy cost conservation by turning off or down lights, fans, water, ovens, steam equipment and other energy consuming items. Contractor shall be responsible for turning off all non -essential equipment when an area is not in use. 1. City shall provide, at its own expense, all utilities necessary for the performance of food service operations. The City cannot guarantee an uninterrupted supply of water, electricity, gas heat, air conditioning or telephone service. The City shall, however, be diligent in restoring service following an interruption. 2. A telephone line shall be provided without charge 3. Access to a networking framework shall be provided without charge. Contractor shall be responsible to provide, at its own expense, all computers, servers, switches, software, internet service, and related peripherals and equipment as necessary to effectively perform all duties contracted. City network responsibility is limited to permitting access to and use of preexisting infrastructure such as service provider boxes, IT closets, and existing wiring that reaches the kitchen office. Contractor will install all their own equipment and establish their own internet service, City is not requiring them to pull new cabling. STAFFING Contractor shall provide a full-time on -site manager having correctional food service knowledge and cook -chill experience, who is capable of managing and directing the total administrative requirement for a quality, nutritionally correct food service operation. The Contractor shall provide job profiles and resumes for the individual who will be considered for this position. An interview with the proposed manager shall be required prior to award of this contract. -- 2. Contractor shall provide sufficient, qualified staff to maintain food service operations for three meals each day of the year. The Contractor shall commit to specific staffing levels at the facility, and maintain those levels throughout the life of the contract. Under no circumstances may any post be left vacant for longer than fourteen (14) calendar days. 3. Contractor's employees at the jail facility shall submit to. annual health examinations, including testing for tuberculosis, at the Contractor's expense, and agree to submit satisfactory evidence of compliance with all health regulations to the City upon request. All employees of the Contractor must undergo a pre -employment physical examination at the Contractor's expense and be approved by the City prior to being allowed to work in the facility. The initial pre -employment physical examination shall include testing for tuberculosis. All employees of the Contractor shall be obligated to adhere to all City RFP No. 20-025 policies, proCoed acui eooadr e ei7�celsta°ndsTnmate Commissary Page 24 of 57 on roc 4. Contractor shall provide uniforms for its employees. Uniform selection must be reviewed and approved by City. 25E-21 DocuSign Envelope ID: B170CB90-63DF-4515-84DD-B8E33348E947 0 CITY OF SANTA ANA 5. Contractor shall provide on -going, in-service training for its food service employees, including safety training. The Contractor shall put in practice an effective safety program to minimize the risk of injury to personnel. 6. Contractor shall provide a plan to ensure that vacant positions are filled with staff qualified to assume those positions. This plan shall also address overtime for employees. At no time, shall one person work more than two consecutive shifts. 7. For the purpose of calculating the actual hours provided on site during the month, the Contractor shall provide a time clock system which shall be used to substantiate employee's actual on -site work. 8. Contractor's employees, including management, shall be properly attired in a standard uniform. Contractor's employees must be clean and neat at all times. Hair restraints (hats or nets) and plastic gloves (when handling food) must be supplied and worn by all food service employees in the kitchen, bakery, and dishwashing areas. 9. City may require Contractor to immediately remove any of its employees from the City's premises for any reason sufficient to the City. Any and all such removals shall be made in the name of the Contractor and therefore the Contractor will assume the responsibility for the removal. a. Contractor shall notify the Jail Administrator in writing whenever any employee servicing the facility has been terminated, permanently transferred or newly hired within 24 hours of the action. 10. City shall not reimburse the Contractor or Contractor's employees for any costs arising from or associated with vehicle parking. J. MENU All menus must be submitted to the City for approval prior to use and shall adhere to the California Corrections Standards Authority, Title 15 menu standards for Type II adult facilities with an onsite kitchen and a population of over 100 inmates. The menu shall be: a. Planned and written one month in advance. b. Planned to provide a variety of foods, thus preventing repetitive meals. c. Approved by the Contractor's registered dietician prior to implementation. d. Evaluated annually by the Contractor's registered dietician. e. Have changes in planned menus noted on worksheets that clearly show exactly what items and exactly what quantities were served. 2. Each proposal shall contain a sample 28-day rotational menu in which every meal meets the nutritional and portioning requirements of California Corrections Standards Authority, Code of Regulations, Title 15 standards for Type II adult facilities. Menus submitted shall include all condiments and shall indicate calories per meal as well as a complete nutritional analysis and be signed by the Contractor's registered dietician. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 25 of 57 25E-22 DocuSign Envelope ID: B170CBgD-63DF-4515-84DD-B8E33348Eg47 CITY OF SANTA ANA 3. The female inmate menu shall be designed to incorporate the California Corrections Standards Authority, Code of Regulations, Title 15 standards for milk consumption for pregnant or lactating women. 4. The following items must be considered in all menu planning, food selection, and meal preparation: a. The ethnic demographic of the facility is 75% Hispanic, followed by African American, Caucasian, Asian and "all others", in descending order. The menu should reflect the ethnic; cultural and regional dietary preferences of the facility. b. Food items within the meat, vegetable, fruit and dessert groups must be varied within the week and not repeated on the same days each week. c. Aesthetic values, i.e. variety of foods and food preparation methods, color combinations, textures, sizes and shapes, taste and appearance. d. Seasonal availability of foods. e. Food preparation methods shall include baking, broiling and boiling in preference to those methods which add extra fats and oils, such as frying. Spices, herbs and garnishes shall be used to enhance the taste and improve the visual appeal of meals. f. Contractor shall include within its proposal sample holiday menus designed for Easter, 4th of July, Thanksgiving Day, and Christmas Day using foods traditionally associated with each holiday. g. Contractor shall include within its proposal sample religious menus; including menus that are pork -free, vegetarian, and kosher. h. The Support Services Police Administrative Manager must approve religious diets and requests will be submitted in writing to the Programs Supervisor. Diets must be simple and conform as closely as possible to the food served to other inmates. 5. Vegetarian diets must be provided to all inmates who request them. a. Therapeutic or restricted diets must be available upon medical authorization. Specific diets must be prepared and served to inmates according to the orders of the attending physician or dentist as directed by the responsible health authority official. Medical diets verified by the Contractor's dietician must be specific and complete and will be furnished in writing to the Contractor. Restricted diets must conform as closely as possible to the food served to other inmates. b. Menus must be reviewed and certified by a registered dietician and adjusted for age, sex and activity according to the Recommended Dietary Allowances (RDA) stated by the national Academy of Sciences. In addition, the menus must conform as closely as possible to the United States Department of Agriculture (SDA) guidelines relative to the amount of fat, cholesterol, sodium and dietary fiber. Contractor must provide to the City written certification of this review for each cycle menu prior to implementation. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 26 of 57 25E-23 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE33348E947 CITY OF SANTA ANA C. All food portion sizes shall reflect cooked measurements. Meat portions in casserole or combination dishes must be listed. The contents for all sack meals must also be clearly indicated by item and weight. All portions must be listed on the menus which are submitted in the Proposal response. They must include the number and portion sizes of condiment packages. K. KITCHEN OPERATION Kitchen Operation Plan Proposer shall submit within its proposal a kitchen operation plan that incorporates the following features at minimum: a. Food production operating five (5) days per week, one (1) shift per day. b. Contractor's proposed plan shall utilize the cook -chill system as completely as possible to prepare inmate meals. c. Operating seven (7) days per week for traying, rethermalization, ware washing and cleaning. d. Contractor's plan to maintain an on -hand supply of meals for inmates admitted with therapeutic or religious dietary needs until those inmates can be factored into meal preparation. 2. Food Preparation Requirements a. All meals must be freshly prepared on -site. Off -site preparation is not acceptable. b. No outdated/expired products may be used by the Contractor. c. Contractor shall provide supplemental food service for other operational events as determined by the City with no less than seventy two (72) hours' notice. d. A file of tested cook -chill and regular recipes adjusted to a yield appropriate to the size of the inmate population must be maintained. Evidence must be provided that there are such recipes to match the proposed cycle menu. e. Contractor shall maintain hard copies of standard recipe cards in the jail kitchen for each item to be prepared on the menu cycle as well as soft copies. These cards shall be utilized by cooks in preparing each meal and shall designate for each item prepared the cooking procedure, ingredients and quantities required. Recipe cards shall be made available at any time for the use of the City, or authorized audit or inspection staff. Recipes will be provided by the Contractor in advance and must meet the approval of a licensed American Dietetic Association (ADA) registered dietitian, as defined by the Commission on Accreditation for Corrections, for nutritional adequacy prior to the use in the facilities. Any changes in said recipes must also receive prior approval from said dietician before use. RFP No: 20-025 Contracted Food Services and Inmate Commissary Page 27 of 57 25E-24 DocuSign Envelope ID: B170CB90-63DF-4515-84DD-B8E33348E947 I CITY OF SANTA ANA g. At all times, the City's Jail Administrator shall approve of all types and/or specifications of food products, particularly meat items, to be used in meal preparation. 3. The Contractor will be required to provide food service at no additional cost to the City in the event of lockdowns, riots, fires, power failure or other events that would cripple the normal operation of a Jail facility. At a minimum, the Contractor must maintain an on - premise inventory sufficient to prepare and serve three (3) days of scheduled meals. The Contractor shall be required to submit a City approved contingency plan which will address this requirement within thirty (30) days of assuming the contract. 4. Cook -chill a. The cook -chill system permits food to be prepared, blast chilled and held for service at a later date. The Contractor must propose and be prepared to implement, a perpetual inventory system whereby prepared food is always on record and to assure that it is rotated to prevent any incidence of food poisoning/contamination. b. If a computer driven food production management software system is to be utilized for this or any other purpose, it must be so noted. A copy of the proposed computer program must be submitted within the proposal. All foods in storage must be clearly identified, dated, and rotated so that no cook -chill prepared food onhand will be over two weeks old. c. Log books must be kept to show food products in and out with properly recorded temperatures. Files must be kept at least one year. 5. Contractor shall implement a check-out/check-in log procedure for sharp utensils in the facility. The Contractor shall provide and utilize a locked shadow board for the secure storage and quick inventory of knives, meat forks and other sharp or pointed utensils. The City reserves the right to enter the kitchen and inventory all such items at its discretion. Any missing items must be reported to the Shift Commander immediately. EMERGENCIES Meals will need to be provided in special situations such as a natural disaster affecting all or a large part of the community, those situations where emergency personnel are required on - scene for an extended period of time, or other special occasions as directed by the Jail Administrator. This shall include providing meals for any personnel involved in responses to emergencies and other field operations in the community. M. RIGHTS OF INSPECTION/COMPLAINTS The City may inspect the kitchen bakery and dishwashing areas at any time for security, sanitation, food standards, quality of food preparation, Contractor employee performance, or any other valid reason as determined by the City. After each inspection, the Contractor will be advised in writing of unsatisfactory conditions for which the Contractor is responsible. The Contractor shall promptly correct such deficiencies and communicate in writing within five (5) business days the solution to each problem, when it was corrected, and what has been done to prevent recurrence of the problem. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 28 of 57 25E-25 Docusign Envelope ID: B170CB9D-63DF-4515-84DD-BBE33348E947 �t CITY OF SANTA ANA 2. All complaints by inmates and staff shall be submitted in writing to the Contractor's administrator. Complaints, which are valid within the terms of the City's agreement with the Contractor, will be forwarded in writing to Contractor's management. The Contractor will have five (5) business days in which to present a written response detailing the solution to the problem. N. REPORTS, AUDITS AND ACCOUNTABILITY 1. City has the right to, at any time; inspect the food, meals, food storage areas, and food preparation areas to ensure that all health and sanitation standards as well as the caloric values and minimum RDA's are being met. Presentation and taste tests evaluations will also be undertaken and the City will reject any and all foods that fail to meet its standards. 2. Any inspections by the City, which yield unsatisfactory results, will be provided to the Contractor in writing for immediate corrective action and documentation by Contractor. 3. City has the right to request and review an audited financial statement of the Contractor which the Contractor must provide to the City within five (5) days' notification by the City. Such audited financial statement shall be for the Contractor's most recently completed fiscal year and such statement must be available to the City no more than four (4) months following the end of each of the Contractor's fiscal years. Such statement must be furnished at the Contractor's expense. Any such audits are to be conducted by an independent Certified Public Accountant or CPA firm. 4. When requested, the Contractor shall furnish personnel to participate in meetings with the City concerning food service requirements and other operational issues. 5. The Contractor shall process food service complaints from inmates daily and provide copies of the complaints and resolutions to the City. 6. Quarterly revenue reports shall be submitted to City with revenue -sharing and/or rent payments. 7. Contractor shall submit an annual report of contracts held with other agencies that are sources of revenue and for which City facilities are used to operate.This report shall include, but not be limited to term and amount of contract(s), and City facility used. 0. FOOD SERVICE RECORDS Contractor shall keep full and accurate records and develop comprehensive reports in connection with food services provided to the City. Reports shall be developed by the Contractor in cooperation with the City. A copy of said reports shall be supplied to the Jail Administrator on a monthly basis by the fifth working day of the subsequent month. In addition, all such records shall be available for auditing by the City at any time during regular working hours. 2. Complete and accurate meals served counts shall be taken and recorded at each meal period through a joint count taken by representative of the Contractor and a representative of the City. The Contractor shall establish a meal count procedure system acceptable to the City prior to its implementation. A meal count reconciliation sheet must be submitted for approval with the Contractor's monthly invoice. Only those meals signed for by a RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 29 of 57 25E-26 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 (a CITY OF SANTA ANA representative of the City shall be eligible for payment. The Contractor, in accordance with City policies, shall maintain accurate records. 3. Any meals incompletely served will be denied payment by the City, and any meals served late through no fault of the City are subject to denial of payment. P. The Contractor shall submit, in writing, within 15 days of the end of each fiscal year quarter, a report of food service activity to include, but not be limited to the following: A complete accounting of the actual meals served including hot meals, sack lunches, religious and medical meals and snacks. 2. Detail of all preventative maintenance performed on each piece of equipment including type of service, date and name of the firm who performed the service. 3. Detail of all repairs performed on each piece of equipment, including who performed the work and whether or not it was tinder warranty. 4. Copies of all reports and records required to qualify for Federal Surplus Commodities. 5. An assessment of the overall program strengths and weaknesses, as well as recommendations for improvement in food, service, cost control, or other areas. Q. PROPOSAL SUBMISSIONS 1. Each proposal must contain an expenses and administrative/management fee proposal under separate, sealed cover within the primary proposal. Within the cost proposal, the Contractor must show the cost for each meal period (i.e. breakfast, lunch and dinner classification) to include all medical/restricted inmate diets and snacks. 2. The per -meal cost proposals prepared by the Contractor must include the following elements: a. Labor cost (including all on -site management and staff, benefits and payroll taxes). b. Food costs. c. Controllable expenses (all normal day-to-day expenses for operating supplies, repairs and maintenance, uniforms and other related costs). d. Administrative/management fee (those costs not associated with the administration and management of the contract which are not shown in the labor, expenses or equipment/smallwares categories. This fee is to include the Contractor's profit margin.) R. REVENUE SHARING Proposer should describe its ability to operate the kitchen for revenue generation purposes in addition to inmate meal preparation for the Santa Ana Jail Facility. Possible sources of revenue may include food preparation for rest homes, shelters, other law enforcement agencies, community centers, or any other sources that the Proposer is RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 30 of 57 25E-27 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE3334BE947 } CITY OF SANTA ANA aware of or experienced with. Proposer should detail any prior experience with operating correctional kitchens for revenue generation as well as its plan and approach to such operations if awarded a contract. Any current contracts or possible contracts with other agencies whether public or private, that will be operated on City facilities shall be disclosed in Proposals. 2. Contractors shall submit a Rent/Revenue Sharing Proposal as part of their Cost Proposal, containing either a proposed rent or a revenue sharing percentage. Contractors, at their discretion, may also propose a combination of the two; wherein a minimum rent along with a revenue sharing percentage is proposed, triggered when certain revenue thresholds are exceeded. 3. Proposers must indicate what percentage of such revenues, including any that may be generated through the Cafe an any operations conducted under the resulting agreement and on City property, it proposes to share with the City; and the amount the Contractor proposes to pay City for lease of kitchen facilities. 4. Revenue and/or Rent payments shall be made to City on a quarterly basis. A report shall be included and organized by month, agency, commodity (commissary, number of meals, commodity, etc.) and revenue earned for each for verification purposes. A soft copy of this report shall be made available electronically upon City's request. S. TERMINATION OF CONTRACT 1. The City shall have the right to terminate the contract as follows: a. Immediately without notice if, for any reason, the Contractor fails to provide continuous food service for a period in excess of 24 hours. b. Immediately, if within five (5) calendar days of notice to Contractor, Contractor fails to correct any serious violation of health, sanitation or safety requirements as determined by the County Health Agency or other regulatory agency. c. City reserves the right to terminate for convenience upon 30 days' written notice to Contractor. d. Contractor may, after the first one year term of the contract, terminate the contract for cause with 120 days' written notice to the City. T. ALTERNATIVES - LIQUIDATED DAMAGES If, after notice to the Contractor by the City, one or more substantial contract violations continue to occur, the City shall have the right to require the Contractor to issue monthly billing credits commensurate with the value lost plus fifty percent (50%) or $2,000, whichever is greater. Violation of contract requirements by the Contractor may cause City to lose contracts to house inmates. Such violations may include, but are not limited to the following: a. Contractor has failed to prepare all or portions of the meal using the specified recipe, ingredient amounts proportionate to the number of persons to be served, improper RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 31 of 57 25E-28 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 CITY OF uAIV7A ANA preparation and/or rethermalization procedures, improper storage techniques points for the menu specified. b. Contractor, through improper or inconsistent supervision, has failed to provide the specified portions in meals prepared. c. Contractor has failed to adhere to its minimum purchase specifications resulting in food potentially not being up to Title 15 standards. d. Contractor has caused all or portions of a meal to become contaminated. e. Contractor has failed to deliver the meal specified within 15 minutes of the scheduled time. f. Contractor has failed to maintain the kitchen, storage equipment and spaces and all preparation and service utensils in a clean, sanitary manner resulting in a negative rating by the OC Health Dept and any audits performed by contracting agencies. g. The Contractor has failed to prevent any damage to City property, buildings or equipment. 2. In the event that one or more of the situations have taken place, the City shall direct the Contractor to issue a credit for up to the full value of the meal plus fifty percent (50%), times the number of meals involved or $2,000, whichever is greater. U. CONTRACT REVISION/RENEWAL 1. The City reserves the right to either increase or decrease food service requirements within the terms of the contract. The cost for the additional services only will be negotiated at the time the request is made. 2. The City will review price -per -meal cost adjustment requests annually according to the City fiscal year (July 1 through June 30) after the initial contract term. The Contractor shall submit price -per -meal cost adjustment requests no later than January 1. The Contractor must propose and explain the process that will be used to justify the proposed cost increase on company letterhead based upon the following: a. The USDA Regional Wholesale Food Price Index (as issued quarterly) and the USDA Food Index Forecast will be used to justify the increase in food cost. b. U.S. Department of Labor Regional statistics for labor cost increase in similar job categories will be used to justify the increase in labor costs. In addition, increases in tax rates affecting labor cost will be applied. c. Changes in the City -specified menus, points -of -service, additions or levels of service provided. d. A revised cost proposal, including line item descriptions, current pricing, proposed pricing, and percentage rate increase for each line shall. 3. Contractor must provide in its proposal a not -to -exceed percentage increase in the cost - per -meal, regardless of the above factors. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 32 of 57 25E-29 DocuSign Envelope ID: B170CBgD-63DF-4515-84DD-B8E33348Eg47 CITY Y 61F a'i. AIY 1 aW F11Y11 4. City reserves the right to accept or reject any price increases, and to refuse renewal of contract if price increases are not acceptable. City may or may not approve cost adjustment requests based on current budgetary factors, reasonableness of cost, or lack of justification and supporting documentation. City will determine the start date of any approved cost increases. V. SECURITY The following security requirements shall be in effect at all times. Failure to abide by any of these items by any of these items by any Contractor's employee may result in removal from the facility and or criminal charges. 1. SECURITY SCREENING a. All Contractor's personnel to work within the facility must successfully complete a background investigation conducted by the Santa Ana Police Department before beginning work. Contractor employees that do not successfully complete the background investigation shall not be allowed entry into the facility. No less than 45 days before an employee is scheduled to begin work, the Contractor shall submit to the Chief of Security the following information for each employee to work within the facility. • First name, middle name, last name • Date of birth • Current residence address Photocopy of valid government issued photo identification • Photocopy of valid Social Security card • Proof of U.S. citizenship or legal work status b. Contractor shall be notified of any employees that are refused for employment within the facility. The background investigation requirement shall also apply to employees who begin at any later date. G. Decisions of the Santa Ana Police Department are final and are not subject to arbitration. 2. FACILITY ENTRY a. All Contractors' employees must enter the facility and check in at the Jail Facility front desk. A current roster of employees with security clearance will be maintained at the front desk. Each employee must show a valid, government issued picture identification prior to entry. If an employee cannot produce proper identification or their name is not on the security roster they shall be denied admission. b. When an employee leaves the service of the Contractor, the Contractor shall notify the Jail Administrator's office within 12 hours. C. Decisions of the Santa Ana Police Department are final and are not subject to arbitration. Cost of the background check shall be borne by the City. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 33 of 57 25E-30 DocuSlgn Envelope ID; B170CB9D-63UF4515-84OD-B8E33348E947 ' CITY OF SANTA ARIA 3. EMPLOYEE CONDUCT a. All Contractors' employees shall wear identical uniforms that clearly designate them as employees of the contractor at all times while within the facility. b. All Contractors' employees shall properly wear their facility issued identification badge at all times while in the facility. Facility issued identification badges shall be returned to the appropriate facility officer at the end of each employee's workday. C. Contractor's employees shall never bring wireless devices, alcoholic beverages or narcotics into the facility. Persons that are under the influence of alcohol or narcotics or are found to bring in wireless devices shall be denied admittance into the facility. d. Contractor's employees shall never deliver messages or goods to or from any inmate. Contractor's employees shall never grant, promise or imply any special item or privilege to any inmate. Contractor's employees shall inform the appropriate facility officer of any solicitation by an inmate to break the facility rules. e. Contractor's employees shall attend Santa Ana Jail training deemed mandatory by State or Federal regulations. The Contractor shall pay employees for attending these required courses, where applicable. f. Contractor's employees shall be informed of the Santa Ana Jail Facility no- hostage policy, In the event of a disturbance within the facility, all Contractors' employees shall immediately follow the directives of facility staff. g. In the event of a dispute between Contractor's staff and facility staff regarding work procedures, security measures, etc., the Jail Administrator shall have the final decision. 4. EQUIPMENT SECURITY a. No food, food service equipment or serviceware shall leave the kitchen, bakery or dishwashing.area. b. Missing food, food service equipment or serviceware shall be reported to Shift Command immediately. IV. CODE-7 CAFE Cade-7 Cafe is the sole staff dining area within the Santa Ana Police Department. The Cafe seats 96 persons in a 1600 sqft dining room and has over 600 sgft of food preparation and display space. The Cafe is equipped with a storage room and a dishwashing area. Total combined weekday staff of the Santa Ana Police Department and Holding Facility is approximately 200 persons. The Cafe is the only place within the facility where food may be purchased. A. FOOD SUPPLIES 1. Contractor shall be responsible for purchasing and receiving all food, beverages, and food supplies necessary for the preparation of meals in sufficient quantity to meet the needs of all patrons of the Cafe during the term of the contract. The term "food supplies" is meant RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 34 of 57 25E-31 DocuSign Envelope ID: B176CB9D-63DF-4515-84DD-B8E33348E947 t CITY OF SANTA ANA 2. to include all condiments required by Cafe patrons including: salt, pepper, sugar, sweetener, creamer, ketchup, mustard, mayonnaise, relish, salad dressing, etc. Food and food supply inventories purchased by the Contractor are the property of the Contractor and the Contractor shall be responsible for any loss, damage or spoilage. 3. Contractor shall be responsible for ensuring correct merchandise is ordered and received regarding quantity and quality, and that deliveries are made to correspond with the Santa Ana Police Department receiving dock schedule. The Santa Ana Police Department Property and Evidence Supervisor shall require advance notification of all deliveries. a. Contractor shall ensure that it has personnel on duty to receive, move, and store all deliveries. b. Contractor shall be responsible for maintaining food stocks in compliance with California and Orange County Health Department standards, the California uniform Retail Food Facilities Law and the requirements of this RFP. B. FOOD SERVICE EQUIPMENT AND PERIPHERAL SUPPLIES 1. Contractor shall have full use of Cafe food service equipment owned by the City in carrying out the requirements of this RFP. Cafe food service equipment includes: • Deep Fryer (2 baskets, counter top type, 11" x 12" frying area) • Refrigerator (46cuft) • Freezer(233 tuft) • Radiant Broiler (24" wide, 4 burner) • Griddle (36N22" cook top) • Sandwich Preparation Unit (48" wide, 11 tuft refrigerator in base, surface has 8 • covered ingredient bins and an integrated cutting surface) • Tray rack (Wheeled under counter type, holds fifteen 18"x26" trays) • Dishwasher (203 racks per hour capacity) • Food Disposer (5 HP) • Iced Tea Brewer/Dispenser (3 gallon capacity) • Ice Dispenser (1501b capacity) • Coffee Maker • Hot Food Unit (2, one has capacity for four 12" x 20" pans, the other can hold two 12" x 20" pans) • Heat Lamp (60" long, 1400 watt) • Refrigerated Merchandiser (46cuft 2 glass doors) • Salad Bar (32" x 68", breath guard) • Refrigerated Cold Pan (2, one has capacity for four 12" x 20" pans. The other can hold three 12" x 20" pans) • Condiment Dispenser (2, each are ice cooled and have 4 thirty ounce condiment containers) 2. Contractor shall provide, at its own expense, preventative maintenance and repair contracts on all equipment under its direct control. Such contracts can be provided by the Contractor itself, or by reputable companies generally known to have such an expertise. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 35 of 57 25E-32 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33346E947 CITY OF SANTA ANA a. In its proposal, the Contractor must submit to a plan as to how this requirement will be met. The cost for this service must be clearly identified within the separate, sealed cost proposal under the Controllable Expenses category. Contractor is to keep a separate record on maintenance and repairs for each piece of equipment and to provide a written report and relevant documentation at least quarterly as to what preventative maintenance/repairs have been performed on each piece of equipment. b. Given proof of adequate maintenance, the City will replace equipment it has provided as it deems necessary, considering the average life of equipment as determined by the manufacturer as well as any extraordinary circumstances. C. Contractor shall, at its own expense, repair any equipment that is damaged due to the negligence of its employees. d. The Contractor shall furnish all serviceware and accessories necessary to operate the cafe. "Serviceware" includes but is not limited to: Pots, pans, cooking and eating utensils, plates, trays, beverage containers, measuring utensils and containers, etc. All serviceware and accessories purchased by the Contractor shall remain the property of the Contractor and the Contractor shall be responsible for any loss incurred. e. Contractor shall furnish utensils, napkins, straws and any other accessories necessary to Cafe patrons. C. INVENTORY The Contractor and the City shall jointly inventory all Cafe equipment and city -owned serviceware under the Contractor's direct control at least twice yearly. 2. Prior to start-up of services, the Contractor and the City shall conduct a complete inventory of all Cafe equipment and record the condition of said equipment. The results of this inventory shall be kept on file with the Santa Ana Police Department Property and Facilities Manager with copies retained by the Contractor. D. BUILDING MAINTENANCE AND JANITORIAL The City shall maintain and repair building structures in the Cafe. Painting shall be included as part of building maintenance. 2. The Contractor shall be responsible for daily thorough cleaning of all trays, plates, beverages containers, cooking and eating utensils, cooking and preparation equipment and surfaces, refrigerators, freezers, soiled plate return area, and storage and washing areas. All cleaning shall be conducted in accordance with all federal, state and local laws and ordinances regarding health, sanitation and safety. a. During the hours of Cafe operation, the Contractor shall empty trash cans and dispose of trash as necessary, clean soiled tabletops, seats and booths and mop spills. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 36 of 57. 25E-33 DocuSign Envelope ID: B170CB9D-53DF-4515-84DD-B8E33348E947 (a CITY OF SANTA ANA b. The Contractor shall provide all equipment and supplies necessary to perform all Contractors' cleaning and sanitation functions. C. After-hours: City will provide janitorial services for the Cafe dining area. Contractor shall take all reasonable precautions, as directed by the City, or in the absence of such direction, in accordance with sound industrial practices, to safeguard and protect City property and adjacent property. Damages to properties caued by Contractor's negligence shall be repaired at no cost (both labor and material) to the City. e. Contractor shall provide City a full report of damage to City property and/or equipment by Contractor's employees. All damage reports shall be submitted to the Jail Administrator within twenty-four (24) hours of occurrence. E. UTILITIES/NETWORK When the kitchen is not in use or when food preparation is at a minimum, Contractor will assume maximum utility/energy cost conservation by turning off or down fans, water, ovens, steam equipment and other energy consuming items. The Contractor shall be responsible for turning off all non -essential equipment when an area is not in use. 1. The City shall provide, at its own expense, all utilities necessary for the performance of cafe operations. The City cannot guarantee and uninterrupted supply of water, electricity, gas heat, air conditioning or telephone service. The City shall, however, be diligent in restoring service following an interruption. 2. A telephone line shall be provided without charge. 3. Access to a networking framework shall be provided without charge. The Contractor shall be responsible to provide, at its own expense, all computers, servers, switches, software, internet service, and related peripherals and equipment as necessary to effectively perform all duties contracted. City network responsibility is limited to permitting access to and use of preexisting infrastructure such as service provider boxes, IT closets, and existing wiring that reaches the kitchen office. Contractor will install all their own equipment and establish their own internet service, City is not requiring them to pull new cabling. F. PROVISION OF LINENS AND UNIFORMS Contractor shall be responsible for providing linens and uniforms for Contractor's staff use. Contractor's personnel shall be required to wear identical uniforms that clearly distinguish them as Cafe staff. G. CAFE OPERATIONS 1. Minimum staffing hours of the Cafe shall be from 10:30 a.m. until 2:00 p.m., Monday through Friday, excluding City holidays. Contractor shall adequately staff the Cafe to provide service during these minimum hours of operation. If the Contractor wishes, it may extend the hours and days of operation of the Cafe. 2Contractor shall provide a ten (10) day rot tional I nch menu including bo hot and cold .RFP No. 20-025 entrees anGcW99g8(4lfoeil9�rY�%PtsS l��f�6�t�e�j9dns4@Rgllreafe and su 004W& y the daily availability of a salad bar, beverages, desserts, burgers, sandwiches, chips, fruit, and any other items that Bit 8EraQ91 selects which may be freshly made at the DocuSign Envelope ID: B179CB9D-63DF-4515-84DD-BBE33348E947 ... Nt CITY OF SANTA ANA Cafe or freshly packaged. A sample 10-day menu with pricing shall be included in Proposal. 3. The Contractor shall furnish its own cash register and shall be responsible for posting all food menus and prices daily. H. REPORTS AUDITS AND ACCOUNTABILITY Proposals should include samples of the following Contractor reports to the Santa Ana Jail Support Services Manager, as well as any other reports that may be useful. 1. Monthly accountability reports must indicate sales totals, itemized expenditures, and commission due the City. 2. Monthly inspection reports must detail the condition of Cafe equipment, any service or maintenance performed, and repairs needed to Cafe equipment. I. PROPOSAL SUBMISSIONS 1. As part of their proposal, each Proposer shall submit a sample ten (10) day rotational menu of hot and cold entrees as well as a menu of daily items proposed to be offered and pricing for each rotational and daily item. 2. Payment to both the City and the Contractor shall be in the form of a percentage of the Cafe's net profit each month for the period of the contract. Each proposer shall include with their proposal, the percentage of the Cafe's net profit that will be paid to the City each month during the period of the contract. J. SECURITY The following security requirements shall be in effect at all times. Failure to abide by any of these items by any Contractor's employee may result in removal from the facility and or criminal charges. 1. SECURITY SCREENING a. All of the Contractor's personnel to work within the facility must successfully complete a background investigation conducted by the Santa Ana Police Department before beginning work. Contractor's employees that do not successfully complete the background investigation shall not be allowed entry into the facility. No less than 45 days before an employee schedule to begin work, the Contractor shall Submit to the Chief of Police the following information for each employee to work within the facility: • First name, middle name, last name • Date of birth • Current residence address • Photocopy of valid government issued photo identification • Photocopy of valid Social Security card • Proof of U.S. citizenship or legal work status RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 38 of 57 25E-35 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE33348E947 ._ CITY OF SANTA ANA b. Contractor shall be notified of any employees that are refused for employment within the facility. The background investigation requirement shall also apply to employees who begin at a later date. c. Decisions of the Santa Ana Police Department are final and are not subject to arbitration. Cost for background check shall be borne by the City. 2. FACILITY ENTRY a. All Contractors' employees must enter the facility and check in at the Jail Facility front desk. A current roster of employees with security clearance will be maintained at the front desk. Each employee must show a valid, government issued picture identification prior to entry. If an employee cannot produce proper identification or their name is not on the security roster they shall be denied admission. When an employee leaves the service of the Contractor, the Contractor shall notify the office of the Chief of Police within 12 hours. c. Decisions of the Santa Ana Police Department are final and are not subject to arbitration. 3. EMPLOYEE CONDUCT a. All Contractors' employees shall wear identical uniforms that clearly designate them as employees of the Contractor at all times while within the facility. b. All Contractors' employees shall properly wear their facility issued identification badge at all times while in the facility. Facility issued identification badges shall be returned to the front desk officer at the end of each employee work day. c. Contractor's employees shall never bring alcoholic beverages or narcotics into the facility. Persons that are under the influence of alcohol or narcotics shall be denied admittance into the facility. d. Contractor's employees shall attend Santa Ana Jail training deemed mandatory by State or Federal regulations. The Contractor shall pay employees for attending these required courses, where applicable. e. In the event of a disturbance within the facility, all Contractors' employees shall immediately follow the directives of Police staff. f. In the event of a dispute between Contractor's staff and Police staff regarding work procedures, security measures, etc., the Santa Ana Police Department Property and Facilities Manager shall have the final decision. V. INMATE COMMISSARY A. COMMISSARY PLAN OVERVIEW RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 39 of 57 25E-36 DocuSign Envelope to: B170CB9D-63DF-4515-84DD-B8E33348E947 w• ,1 CITY OF SAN'TA ANA The Santa Ana Jail Facility's commissary shall be a cashless system. Items are sold through order forms for later delivery. All transactions shall be debited against inmates individual commissary accounts. 2. The contractor shall store all commissary items and process and package all commissary orders offsite, with delivery to the jail facility on the same day as distribution to inmates. There shall be no onsite storage of commissary goods. 3. Proposers shall outline in their proposals, their overall service plan to provide commissary services on a weekly basis. Proposer's plans should utilize their own staff for the distribution of commissary order and utilize Jail staff as little as possible. B. EQUIPMENT SPECIFICATIONS 1. At no cost to the City, the Contractor shall provide all equipment, hardware and software necessary for efficient operation of the commissary program. This shall include but is not limited to: Inmate accounting/banking software sufficient to handle all inmate banking transactions from intake to release. b. Equipment to accept and process cash (bills and coins) from booked inmates, cash and credit/debit card deposits from public visitors, and post funds received into the inmate accounting/banking software. c. Hardware and software to process, track and maintain historical records of inmate commissary purchases and credits. 2. The Santa Ana Jail Facility Jail Management System (JMS) is by Advanced Technology Information Management Systems, by ACT 1 Group Company. Proposer's inmate accounting/banking software should be able to interface with the Jail Management System in order to keep up-to-date inmate information. a. Access to a networking framework shall be provided without charge. The Contractor shall be responsible to provide, at its own expense, all computers, servers, switches, software, internet service, and related peripherals and equipment as necessary to effectively perform all duties contracted. b. The Contractor shall provide commissary order forms that have been designed expressly for the Santa Ana Jail Facility: Order forms shall offer for sale only those items approved by the Jail Administrator, C. PURCHASING/STORAGE OF GOODS Contractor shall be responsible for purchasing, receiving and offsite storing of all goods sold through commissary or necessary for commissary operations. All goods shall remain the property of the Contractor unit they are delivered to the customer (inmate). The Contractor assumes all liability for loss, damage or spoilage of goods prior to delivery of goods to the customer (inmate). RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 40 of 57 25E-37 DocuSign Envelope ID: 6170CB9D-63DF-4515-84DD-B8E33348E947 CITY OF SANTA ANA D. REPORTS, AUDITS AND ACCOUNTABILITY Proposals should include samples of the following Contractor's reports to the Jail Administrator and any other reports that may be useful. Sales and commission reports should indicate: sales total for order forms, and commission due the Inmate Welfare Fund. Each of these reports should be produced monthly with an annual report as well. E. PROPOSAL SUBMISSION 1. The proposer shall provide a listing of all items that can be sold through commissary and proposed sale prices for each item. 2. The Proposal shall indicate the percentage of net sales to be paid to the City each month. "Net Sales" is defined as total of all sales, minus sales tax and sales of U.S. postage stamps. F. SECURITY The following security requirements shall be in effect at all times. Failure to abide by any of these items by any Contractor's employee may result in removal from the facility and or criminal charges. 1. SECURITY SCREENING a. All Contractor's personnel to work within the facility must successfully complete a background investigation conducted by the Santa Ana Police Department before beginning work. Contractor employees that do not successfully complete the background investigation shall not be allowed entry into the facility. No less than 45 days before an employee is scheduled to begin work, the Contractor shall submit to the Chief of Police the following information for each employee to work within the facility. • First name, middle name, last name • Date of birth • Current resident address • Photocopy of valid government issued photo identification • Photocopy of valid Social Security card • Proof of U.S. citizenship or legal work status b. The Contractor shall be notified of any employees that are refused for employment within the facility. The background investigation requirement shall also apply to employees who begin at any later date. c. Decisions of the Santa Ana Police Department are final and are not subject to arbitration. Cost for background checks shall be borne by the City. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 41 of 57 25E-38 DocuSign Envelope ID; B170CB9D-83DF-4515-84DD-B8E33348E947 CITY OF SANTA ANA 2. FACILITY ENTRY a. All Contractors' employees must enter the facility and check in at the Jail Facility front desk. A current roster of employees with security clearance will be maintained at the front desk. Each employee must show a valid, government issued picture identification prior to entry. If an employee cannot produce proper identification or their name is not on the security roster they shall be denied admission. b. When an employee leaves the service of the Contractor, the Contractor shall notify the Jail Administrator's office within 12 hours. G. Decisions of the Santa Ana Police Department are final and are not subject to arbitration. 3. EMPLOYEE CONDUCT a. All Contractors' employees shall wear identical uniforms that clearly designate them as employees of the Contractor at all times while within the facility. b. All Contractors' employees shall properly wear their facility issued identification badge at all times while in the facility. Facility issued identification badges shall be returned to the appropriate facility officer at the end of each employees work day. c. Contractor's employees shall never bring wireless devices, alcoholic beverages or narcotics into the facility. Persons that are under the influence of alcohol or narcotics or in possession of wireless devices within the secured area of the Jail facility shall be denied admittance into the facility. d. Contractor's employees shall attend Santa Ana Jail training deemed mandatory by State or Federal regulations. The Contractor shall pay employees for attending these required courses, where applicable. e. Contractor's employees shall never deliver messages or non -commissary goods to or from any inmate. Contractor's employees shall never grant, promise or imply any special item or privilege to any inmate. Contractor's employees shall inform the appropriate facility officer of any solicitations by an inmate to break the facility rules. f. Contractor's employees shall be informed of the Santa Ana Jail Facility no -hostage policy. In the event of a disturbance within the facility, all Contractor employees shall immediately follow the directives of facility staff. g. In the event of a dispute between Contractors' staff and facility staff regarding work procedures, security measures, etc. the Jail Administrator shall have the final decision. VI. PRICING SHEETS Attachment A contains the proposal item pricing sheet for this RFP. Each proposer shall adhere to the following instructions when submitting their Proposal. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 42 of 57 25E-39 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE33348E947 _ CITY Or SANTA ANA A. Attachment A must be submitted must be completely filled out. Inclusion of an incomplete pricing sheet may cause a Proposal to be rejected. B. Five (5) copies plus one original of the Contractor's annual report, and references must be included. C. Attachment A does not substitute and must be submitted in addition to Cost Proposal. RFP No. 20-025 Contracted Food Services and Inmate Commissary Page 43 of 57 25E-40 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-B8E33348E947 1 CITY OF SANTA ANA EXHIBIT B PROPOSER'S CERTIFICATION AND PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am familiar with the products and services being requested. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price -Pricing shall be all inclusive and based on the scope of services described in Exhibit 1. Please specify all costs related inmate meals as noted in Exhibit 1. Cost proposal shall include all costs for staffing costs, food cost, controllable expenses, administrative costs, etc. necessary to provide food services for inmates within the Jail facility. A. INMATE MEAL PREPARATION - REFERENCE EXHIBIT 1, SECTION III ITEM DESCRIPTION OTY1 UNIT COST SUBTOTAL YEAR 1 SUBTOTAL YEAR 2 SUBTOTAL YEAR 3 1 Staffing cost 438,000 $1.013 443,694 443,694 443,694 2 Food cost 438,000 $ 0.993 434,934 434,934 434,934 3 Controllable Expenses 438,000 $ 0.342 149,796 149,796 149,796 4 Admin/Management Cost 438,000 $ 0.13 56,940 56,940 56,940 6 Other 438,000 $ 0.022 9,636 9,636 9,636 7 Total Cost Per Meal 438,000 $ 2.501 1,095,000 1,095,000 1,095,000 Totals 2 $ 2.501 3 1,095,438 1,095,438 1,095,438 Sliding Scale Total Per Meal ADP 1 to 99 $6.950 ADP 100 to 199 $4.950 ADP 200 to 299 $3.950 ADP 300 to 399 $2.638 ADP 400 and above $2.501 25E-41 DocuSign Envelope ID: B170CB9D-63DF-4515-84DD-BBE33348E947 B. OPERATION OF STAFF CAFE (CODE-7) Annual Facility Use Payment - Paid in 12 equal monthly installments. $30 000 C. INMATE COMMISSARY SERVICES Percentage of commissary and iCare sales paid to the City of Santa Ana _ 45 % (Defined as total sales, minus sales tax & U.S, portage sales) Percentage of FreshFavorites and iCareFresh sales paid to the City of 25 Santa Ana (Defined as total sales, minus sales tax) — THIS FORM MUST BE COMPLETED AND IN D D WITH TH Osr pROPO A . PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 25E-42 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVE AGREEMENTS WITH TETRA TECH, INC., CWE, AND STANTEC CONSULTING SERVICES, INC. FOR ON - CALL STORMWATER PROJECT DESIGN SERVICES FOR UP TO A FIVE-YEAR TERM IN AN AGGREGATE AMOUNT NOT TO EXCEED $2,000,000 FOR THE TERM OF THE AGREEMENT (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute agreements with Tetra Tech, Inc., CWE, and Stantec Consulting Services, Inc., to provide on -call stormwater project design services for a three-year term beginning October 20, 2020 and expiring October 19, 2023, with a two-year extension exercisable by the City Manager and City Attorney, for a total aggregate amount not to exceed $2,000,000 for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Authorized by the Federal Clean Water Act, the National Pollutant Discharge Elimination System (NPDES) Permit Program regulates municipal stormwater discharges to waters of the United States. The Program's goal is to reduce pollutants discharged to the maximum extent practicable. One of the most effective ways in reducing pollutants is via the construction and implementation of stormwater capture and treatment projects. These projects can also provide ancillary benefits such as increasing local water supplies, reducing flooding, responding to climate change, and enhancing recreational opportunities for the community. On July 16, 2020, the Public Works Agency issued a Request for Proposals (RFP 20-102) for on - call stormwater project design services. These services will be used for project planning/feasibility studies, environmental documentation, to target grant opportunities for project funding, and for the permitting, prioritization and design of specialized stormwater projects. A five -member panel review committee composed of Public Works Agency staff reviewed and ranked the 12 proposals that were received on the August 12, 2020 RFP due date. The proposal 25F-1 Agreements for On -Call Stormwater Project Design Services October 20, 2020 Page 2 rankings were based on a combination of relevant project experience, qualifications, understanding of need, and references. The table below summarizes the rank and score for each firm that submitted a proposal: Firm Score Rank Tetra Tech, Inc. 93.8 1 CWE 93.6 2 Stantec Consulting Services, Inc. 93.0 3 Michael Baker International 90.2 4 Huitt-Zollars 87.0 5 Rick Engineering 86.8 6 TAIT 86.6 8 Kimle -Horn 86.0 7 Fuscoe Engineering 83.0 9 Lockwood, Andrews & Newman, Inc. 82.4 10 BKF Engineers 82.4 11 Owen Group, LP 76.8 12 In accordance with the Qualifications Based Selection process, the fee schedules were opened after the proposal evaluations were completed. Staff recommends awarding agreements to Tetra Tech, Inc., CWE, and Stantec Consulting Services, Inc., (Exhibits 1-3) to provide on -call stormwater project design services based upon the scope of work and selection criteria outlined in RFP 20-102 (Exhibit 4). FISCAL IMPACT There is no fiscal impact at this time. Prior to utilizing any of these on -call services, Public Works Agency staff must receive Finance and Management Services Agency approval of funding and accounts to be used to ensure funds are available under the authorization and shared aggregate limit of $2,000,000 for these agreements. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued to a firm. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibits: 1. Tetra Tech, Inc. Agreement 2. CWE Agreement 3. Stantec Consulting Services, Inc. Agreement 4. RFP No. 20-102 25F-2 EXHIBIT 1 AGREEMENT TO PROVIDE ON -CALL STORMWATER PROJECT DESIGN SERVICES THIS AGREEMENT is made and entered into this 20a day of October, 2020 by and between Tetra Tech, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On July 16, 2020, the City issued Request for Proposal No. 20-102, by which it sought qualified consultants to provide on -call stormwater project design services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in REP No. 20-102. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-102, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide services for stormwater projects on an on -call basis under REP No. 20-102. The total compensation for these services provided by all such consultants selected under RFP No. 20-102 shall not exceed the shared aggregate amount of $2,000,000 during the term of the Agreement, including any extension periods. 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 25woa performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on October 19, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to Bally comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. 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 UFA & 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. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled 129 A or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 129 FA 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. 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. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) i2 0f78 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Tetra Tech, Inc 17885 Von Karman Ave, Suite 500 Irvine, CA 92614 Attn: Jason Fussel, PE, PLS, LEED AP, ENV SP, QSD/P Vice President 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 timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and 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. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this 25FrA Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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 in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, 29 A permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. 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: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: �A' -f�L hn M. Funk Assistant City Attorney FOR APPROVAL I�A s4 & k NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Jason L. Fus el, PE, PLS Title: Vice President Pag e.040 EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES RFP NO. 20-102 INTRODUCTION/BACKGROUND The City of Santa Ana is 27.2 square miles and is located in central Orange County, California. Santa Ana is the most densely populated city in the county, with a total population of 338,247 and approximately 12,435 people per square mile. Santa Ana sits within three major watersheds: the Newport Bay watershed, the Santa Ana River watershed, and the Anaheim Bay/Huntington Harbour watershed. The City of Santa Ana is a co-permittee under the North Orange County Municipal Separate Storm Sewer System (MS4) Permit (Order No. R8-2009-0030, as amended by Order No. R8-2010- 0062). The Permit presents a series of technical, legal, and regulatory challenges to the City and as a result, the City has established a rigorous stormwater compliance program. The Permit requires the City to reduce the discharge of pollutants in urban stormwater runoff to Waters of the US to the "Maximum Extent Practicable". One of the most effective mechanisms in reducing pollutants and improving surface water quality is via the construction of structural Best Management Practices (BMPs). Stormwater infiltration, biotreatment, harvest and reuse, and diversion to the sanitary sewer are proven methods to achieve water quality goals and the City seeks to continue its proactive approach in implementing such projects. Additionally, structural BMPs can provide ancillary benefits such as increasing local water supplies, reducing flooding, and providing public education and recreational opportunities for Santa Ana residents. The City desires to retain Civil Engineering Consultants on an as -needed or "on -call" basis to design complex, regional stormwater capture and treatment projects and perform other stormwater-related tasks as outlined in the Scope of Services below. Professional Services Agreements will be entered into with the selected Civil Engineering Consultants and the selected Consultants will be asked to provide professional engineering services proposals on a project -by - project basis, based on an agreed -upon scope of services and fees. After review of the proposals and associated costs, the City will issue a Notice to Proceed (NTP) for the selected Consultant to begin work on the project/task. Funding sources for each project may vary. The City intends to seek local, State, and Federal grant moneys to fund regional stormwater projects and the selected firm shall comply with the funding agency's requirements. Additionally, all work shall be done in accordance with the most City of Santa Ana 4047(ribl Page Al-1 recently adopted North Orange County MS4 Permit and any other applicable local, State, and Federal laws. Consultants shall utilize in-house staff and/or sub -consultants to complete assignments to meet the City's standards. For specialized work, for which the prime consultant requires a sub - consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant and shall include these administrative costs in their proposed project management fees. Prime consultant mark-ups for sub -consultant work will not be allowed. All proposals, plans, drawings, specifications, estimates, grant applications, modeling, studies, presentations, and/or reports will be subject to the final approval and satisfaction of the City. The selected consultants must have the expertise, experience, and demonstrated resources available to perform the work described in this RIP. The City desires to enter into Agreements with the three top-ranking firms for an initial three (3)- year term, with a City option to exercise one (1), two (2)-year extension period. The annual amount to be expended under the Agreement will vary at the City's discretion and will be dependent on available grant funding opportunities and local match availability. A. SCOPE OF SERVICES Work under this Agreement may include, but is not limited to, the following tasks below: 1) Project Planning/Feasibility Studies Firms shall be capable of performing the following tasks: a. Hydraulic computer modeling b. Stormwater sampling/monitoring/data analysis c. Flow monitoring studies d. Mapping services e. Hydrologic calculations f Preparation/review of Water Quality Management Plans (WQMP) g. Conceptual design/drawing h. Percolation rate testing/geotechnical reporting i. Coordination with outside agencies j. Project presentations k. Researching existing field conditions and utilities 1. Cost benefit analyses in. Technical feasibility and project impact analyses n. Drafting project planning documents o. Monitoring and alerting the City of potential grant funding opportunities City of Santa Ana 4047(r-14 Page Al-2 o. Any other work required to successfully plan for projects and adequately assess project feasibility 2) Environmental Documentation/Permitting Firms shall be capable of performing the following tasks: a. Prepare and file all necessary environmental documents and apply for all required permits including, but not limited to: i. California Environmental Quality Act (CEQA) ii. National Environmental Policy Act (NEPA) iii. Federal Clean Water Act Section 401 iv. Federal Clean Water Act Section 404 v. California Department of Fish and Wildlife (CDFW) Section 1602 vi. Orange County Sanitation District (OCSD) Discharge Permits vii. Orange County Flood Control District (OCFCD) Encroachment Permit 3) Project Design Firms shall be capable of performing the following tasks: a. Land Surveying b. Civil -Engineering Design c. Structural Design d. Geotechnical Design e. Architectural Design f. Electrical Design g. Mechanical Design h. Instrumentation and Control Systems Design i. Landscape Architecture and Irrigation Design j. Detailed Engineering/Cost Estimation k. Preparation of construction bid documents and specifications 1. Any other work required to complete project design General Requirements and Project Deliverables Design level survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City guidelines and in Microstation V8i Computer Aided Design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. All survey field notes shall be on forms provided by the City, shall be neatly completed in pencil, and shall become property of the City upon completion of the project. Informal field investigations including marking of removal areas may be required for some of the sidewalk, curb and gutter, and pavement replacement projects. City of Santa Ana 4047(ribO Page AI-3 The Consultants shall contact manufacturers and/or contractors to verify the engineer's estimate prior to submitting to the City. Specifications shall be prepared in Microsoft Word and an electronic copy of the final version shall be furnished to the City. The City will provide the specification boiler plate to the Consultants. If requested, all preliminary and bid sets of plans shall be plotted on bond or velum paper using Microstation V8i CADD software program. All drawings shall be completed per the City of Santa Ana CADD Standards and any special provisions thereof. For interim submittals, the City may opt to receive only PDF versions of the plans for reviewing purposes. If so, the Consultant team will provided plans and/or specifications accordingly. All original plan sheets, the title sheet of the specifications, calculations, and reports shall be signed and stamped by the Consultants' licensed professional engineer responsible/in-charge of the project. The Consultants shall monitor project progress, maintain project files, and control the quality of the work performed by in-house staff and/or sub -consultants. Incomplete (not meeting targeted completion) or poor quality work will not be accepted. The Consultants shall revise the documents within a revised schedule set by the City, which may require overtime. No additional compensation necessary for the consultant to complete this work to the satisfaction of the City shall be approved by the City for the required revisions. It is the responsibility of the Consultants to produce a professional -level quality of work product. The Consultants shall coordinate plan check, design topics, permits and any other issues with the City, other Agencies, and all utility companies as required. At the direction of the City, the Consultants shall be the liaison with affected agencies. The Consultants' services for plans specifications and estimating (PS&E) for engineering project preparation and special studies/investigations shall include and be in conformance with the latest editions of the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water Works Association, California Department of Transportation, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and or Federal, State and local guidelines established in the project. As part of the preparation of the PS&E, the consultant shall prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards. The Consultants shall have complete responsibility for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City do NOT include a detailed checking of design or accuracy with which such designs are depicted in the documents and plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, thoroughly organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. City of Santa Ana 4047(ribff Page Al-4 The Consultants shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan — at the request of the City, the consultant shall provide a detailed management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The Project Management Plan shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the Consultant shall submit the matter to the City for clarification. The Consultants shall perform engineering design services resulting in contract documents (plans, specifications and cost estimates "PS&E") for various projects on an as -needed basis. However, work tasks may include studies or a variety of engineering tasks. If requested by the City, the Consultants shall provide a Work Plan, which includes a detailed schedule of the assigned project prior to the issuance of a Notice to Proceed (NTT) and/or Task Order. Specific Task Orders with NTP's will be provided for project(s) at the discretion of the City. Work required per Task Order shall comply with the Scope of Services and additional provisions in each Task Order and this agreement. 4) Other Requirements Firms shall be capable of performing the following tasks: a. Assistance with local, State, and Federal Grant applications b. Construction and bidding phase support including, but not limited to: i. Responding to bidder inquiries during the bidding process, including preparation of any addenda. Following award of the construction contract, the Consultant may attend the pre -construction meeting. ii. Reviewing and approving submittals and shop plan drawings. The Consultant shall complete shop plan drawing reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. iii. Responding to written Requests for Information (RFI) to provide clarification or resolve discrepancies in the contract documents. Responses shall be completed within three (3) working days. iv. Providing periodic field reviews and bringing to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant has observed. The Consultant shall have no authority to issue instruction on behalf of the City, or to deputize another to do so. City of Santa Ana 4017(ribD Page Al-5 c. Attending meetings with City Staff or on behalf of the City d. Development of Project Performance Monitoring Plans, Quality Assurance Project Plans (QAPP), or similar e. Conduct site visits during pre -construction, construction, and post -construction project phases f Construction management support g. Post -construction phase support including, but not limited to: i. Local, State, and Federal Grant reporting assistance ii. Stormwater sampling/monitoring/data analysis iii. Stormwater quality data upload to California Environmental Data Exchange Network (CEDEN) iv. Project effectiveness assessments v. Provide as -built drawings to the City B. PROJECT SCHEDULE AND PROGRESS Upon request by the City, Consultants shall submit detailed project schedules outlining all project tasks and milestones. Progress review meetings shall be held at intervals deemed appropriate by the City. Consultants shall furnish two copies of all completed work or status update of partially completed work since the last progress review meeting. Progress reports shall be submitted monthly in electronic format indicating achievements and project schedule progress. C. CITY RESPONSIBILITIES The City will provide information in its possession relevant to the completion of the tasks outlined in this RFP. In general, this includes, but is not limited to: • Furnish scope of work and provide general direction as needed for the assigned project • Plan check coordination within the City • Advertise, award, and administration of construction contract • Documents, data, maps, or information relevant to the design of the project • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination at City facilities D. SPECIAL REQUIREMENTS ADDITIONAL WORK Upon request by the City, Consultants shall submit supplemental proposals for Additional Work not called for under the Scope of Services of this Agreement. Consultants must obtain written approval prior to commencing any Additional Work. City of Santa Ana &Q47(r-MD Page Al-6 FEE PROPOSAL: In addition to Section IV.13.3 (Submittal Requirements: Fee Proposal) the fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule. A list of all positions and hourly rates required to perform the services in this RFP shall be described herein. At the request of the Citv, the Consultant shall provide a more detailed fee proposal when a specific proiect proposal is requested of the Consultant. OTHER TERMS AND CONDITIONS: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wage law and applicable State and Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of a Team to be highly desirable, but is not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non - Discrimination by Contractors" for each firm on their team. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation cans) grant funds and shall therefore comply with all state and federal requirements. elow referenced forms included in Attachment 4 (Additional Provisions) of the A ix must be completed in their entirety and submitted with your proposal: Removed via RFP No. 20-102 • LAPM Exhibit : Sample Cost Proposal Addendum 3 • LAP ibit 10-01: Consultant Proposal DBE Commitment Exhibit 10-02: Consultant Contract DBE Commitment City of Santa Ana &W7(ribif Page A1-7 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and management System Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection�Xhapter 10, for further instructions and guidelines pertaining to the completion o these forms: https://dot.ca.gov/-/media/dot-media/programs/local-assistance/documents/la chl0.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant administered by Caltrans. Proposer shall comply with all requirements as they pertain to e use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit -H —Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this REP. DISADVANTAGED BUSINESS ENTERPRISES,(DBEI GOAL: The Agency has established a DBE goal for thi ontract. Proposers are encouraged to obtain DBE participation for this contract. Refer to ibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RF . Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract D Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT REVIEW PROCESS: Prior to contract awar and dependent on contract award amount, the selected Consultant shall be subject to an a it or review by Caltrans' Audit and Investigations (A&I), other state audit organizations r the federal government. The selected Consultant shall complete Exhibit 10-K — Consultan nual Certification of Indirect Costs and Financial Management System for all prime dsub-consultants in the Appendix of this RFP. To independently download any of the Ca ans Exhibits required per this RFP, visit: https://dot.ca.gov/programs/local- ssistance/forms/local-assistance-procedures-manual-forms City of Santa Ana (r- 1 Page Al-8 PROPOSAL FOR �4Y1�1 11°� 1 jy p �yµj}�}� ryiry • l� i \'lLi� � /.:.,^ilx• �r4p } : �'pF / i I � T I � g��,^+}�- � iI_� •`.., i�i L_ ter. �_ �_ .�, � �"PM 11,6^-�E!'�! �` �� �$ z. _ 1 1✓' o IL LIJ 404 On -Call Stormwater Project Design Services RFP NO. 20-102 AUGUST 12, 2020 On -Call Stormwater Project Design Services I Tf e per•` Statement of Qualifications g TABLE OF CONTENT$ A. Cover Letter B. Contract Agreement Statement C. Firm and Team Experience D. Understanding of Need E. Relevant Project Experience F. References Appendix-1: Resumes Appendix-2- Non -Collusion Affidavit Appendix-3- Non -Lobbying Certification Appendix-4- Non -Discrimination Certificatior Appendix-5- Scope of Services & Schedule lip ti 1 2 3 7 12 PO N TETRA TECH August 12th, 2020 Craig Foster, CPSWQ, QSD/P, NPDES Manager Public Works Agency 20 Civic Center Plz (M-22) Santa Ana, CA 92701 Reference: RFP No.: 20-102, On -Call Stormwater Project Design Services Mr. Craig Foster, Tetra Tech is pleased to submit our proposal to provide On -Call Professional Stormwater Project Design Services for the City of Santa Ana (City). Tetra Tech brings the City a record of distinguished, successful implementation and completion of stormwater services for large regional capture projects and small-scale public works projects involving the preparation of Water Quality Management Plans (WQMP). The efficient execution of this contract requires a talented team that is balanced with technical expertise and effective leadership, which is exactly what Tetra Tech offers. We will provide the most innovative, efficient, and cost- effective solutions to the City based on the following: Extensive Regional Stormwater Experience: Members of our team bring a wide breadth of stormwater design knowledge. Within the last 5 years, members of our team have been involved in the design of numerous regional stormwater capture projects throughout Southern California including three (3) fully constructed projects, three (3) projects nearing the end of construction, and one (1) project that recently commenced construction. Our knowledge depth gives us the ability to identity issues early in the design phase and provide solutions or propose mitigation measures to be incorporated into the Contract Documents to save the City time and money during construction. Local Staffing and In-house Capabilities: We can best serve the City on this on -call due to our ability to provide most of the key disciplines and services in-house, leading to an efficient and well -coordinated set of construction documents. We can self -perform the project planning, feasibility studies, environmental documentation, permitting, project design excluding landscape architecture and irrigation, bid support, construction support, and post -construction support tasks with top-notch professionals that have built expertise in regional stormwater projects. This brings consistency and the ability to execute with no learning curve. Although we can draw from a large pool of nationwide resources, ourinnne office has experienced staff ready to mobilize at a moment's notice to meet the City's needs. Professional Commitment to the City: The opportunity to be a part of the elite group of consultants serving the City is of great importance to everyone at Tetra Tech. Thus, our approach will be focused on responsive service, flexibility, and a "teamwork and partnering" mindset with your staff. It is this approach that facilitates the exchange of ideas, as well as resolves potential design/construction issues in a timely manner to meet established schedules. Our goal is to exceed your expectations through hard work, attention to detail, and frequent communication. As Principal -in -Charge, I certify that I have the authority to negotiate contracts on behalf of Tetra Tech, and I am authorized to make representations for our organization. Please feel free to contact me at (805) 305-0150, or jason.fussel@tetratech.com, if you have further questions or requests for additional information. Sincerely, a /�' Jason Fussel, PE, PLS, LEED AP, ENV SP, QSD/P Vice President 17885 Von Karman Ave., Suite 500, 25F12, '2 805.305.0150 1 www.tetratech.com Indemnification (s): changes requested on this page were not Tetra Tech requests that atthee Duty geDefend n this pro evi of bebe��lirn' ate Celt�/ Tetra Tech also requestsTh WdPwmg ex?to begelete�jus9corfipensation, restitution, judicial or equitable relief; this occurs several times in the Indemnification provision. 2. Limitation of Liability. None. Tetra Tech requests the City of Santa Ana to add this text. a. Limitation of Liability. In recognition of the relative risks and benefits of the project to both the City and Design Professional, the risks have been allocated such that the City agrees, to the fullest extent permitted by law, to limit the liability of Design Professional and its subconsultants to the City and to all construction contractors and subcontractors on the project for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, so that the total aggregate liability of Design Professional and its subconsultants to all those named shall not exceed $50,000 or the amount of Design Professional's total fee paid by the City for services under this Agreement, whichever is the greater. Such claims and causes include, but are not limited to negligence, professional errors or omissions, strict liability, breach of contract or warranty. b. We are willing to assume responsibility for our work in reasonable measure, but cannot accept unlimited liability or liability grossly out of proportion to our fee. 3. Termination (21): Tetra Tech requests that the City of Santa Ana provide mutual rights for termination of the agreement. City of Santa Ana 25F-23 TETRA TECH PROPOSAL FOR On -Call Stormwater Project Design Services O RFP NO.: 20-102 SECTION C Firm and Team Experience Since 1966, Tetra Tech has been addressing our clients' most complex needs. Our mission is to be the premier worldwide consulting and engineering firm. At Tetra Tech, we seek clear sustainable solutions that improve the quality of life. We embrace safety and sustainability in our business and operations. 20 000 global � personnel local personnel within local area Services to the City of Santa Ana $2.8 Subconsultant: Sustainable Landesign Tetra Tech has selected Sustainable Landesign to assist with landscape/ Sustainable irrigation scope. Sustainable Landesign is a certified small business (CA DGS SS nowe Landesign SB) landscape architecture and planning firm that specializes in sustainable/ green infrastructure, stormwater capture and treatment design implementation, as well as integration of aesthetical enhancements to civil engineering solutions. Subconsultant: Richard Watson & Associates, Inc. Richard Watson & Tetra Tech has selected Richard Watson & Associates (RWA) to assist with Associates, Inc. funding source support. RWA is an urban planning and development services firm based in Mission Viejo, California. We serve clients locally and internationally, utilizing extensive project experience and a practical, problem -solving approach. PROPOSALFOR On -Call Stormwater Project Design Services RFP NO.: 20-102 OUR TEAM As illustrated in the organization chart below Tetra Tech has assembled our personnel based on individual strengths, technical skills, and experience working together. We tailored our team composition to fit specific scopes of work and provide benefits to the City, including: 0 One Tetra Tech team, our team is able to self - perform a majority scopes of work required 11 Providing a team that is local, experienced, and seamlessly transitions into the roles required under each on -call task order ■ Strategically use personnel who have availability, for continuity between task orders ■ Select team members with extensive on -call and stormwater experience and expertise Availability percentage indicated for key personnel below, all other staff will have 60% or greater availability when needed by the City. Jason Fussel, PE, PLS, ENV SP, Aaron Yonker, PE, QSD/P' (20%) LEED AP, QSD/P- (20%) 4 • • •"= Nate Schreiner, PE, QSD' (60%)4 •p Justin Smith, PE' (60%) 4P PROJECT PLANNINGENVIRONMENTAL Hydrology/Hydraulics Mapping/Sampling/ Environmental/Permitting_ Chung Cheng Yen, PhD, PE' Monitoring/Analysis Paula Fell' (40%) Andy Gong, PE Clint Boschen' (40%) 40 Derrick Coleman' Public Outreach QISP' QSD/P Tim Tringali, , Pre -Design Reports Jamie Sayre, PhD, PE' WQMP Jamie Sayre, PE, PhD' Geotechnical Justin Smith, PE' Elva Pangilinan, PE, ENV SP, CDT' Peter Skopek, GE, PhD' Craig Ziel, PE Funding Source Support Fernando Cuenca, GE, PhD' Utility Research. Richard Watson, AICP' Civil Site Design Elva Pangilinan, PE, ENV SP, CDT' Justin Smith, PE' Tyler Parra, PE Eric Martin, PE' Mechanical Design Tim Joyce, PE' Beverly Encina, PE Kyle Bohn, PE Construction/ Post -Construction Support Jeff Atijera, PE' Tim Tringali, QSD/P, QISP' Structural Design Electrical/Control Design Landscape/Irrigation Mike Olsen, PE' Mazen Kassar, PE' Mauricio Argente, RLA' Mark Nayra, PE Nicole Han, PE (Sustainable Landesign) Brett Boehmke, PE Astrid Fleischer, PE Land Surveying Cost Estimating Architectural Dan Helt, PE, PLS' Chris Jansen, PE, LEED GA' Marcel Bodsky, RA Kyle Streeter, LSIT 'Resume provided. Additional resumes can be provided upon request. City of Santa Ana 2 5 TETRA TECH Mr. Schreiner will be the primary point of contact for the City and will manage each on -call task order on behalf of Tetra Tech. Mr. Schreiner is a civil engineering project manager at Tetra Tech's office in Irvine, California. He manages domestic projects on behalf of government clients, applying a successful 14-year history of project management, hydrologic and hydraulic modeling, civil engineering design, condition assessments of a variety of infrastructure, and cost estimating. He most recently served as project manager for numerous on -call contracts with various public agencies in the Southern California area including Orange County Public Works, L.A. Metro, City of L.A., John Wayne Airport, Riverside County Transportation Commission, and LACDPW As a Qualified SWPPP Developer (QSD), Mr. Schreiner has ample experience with providing Stormwater Pollution Prevention Plans (SWPPP) for construction activities. Mr. Fussel will act as principal -in -charge on behalf of Tetra Tech. Mr. Fussel's civil engineering experience totals nearly two decades with the majority of it being focused on stormwater projects. His significant involvement in Low Impact Development (LID) and Stormwater Pollution Prevention and reduction projects in Southern California, specifically as Engineer of Record for several important Proposition "O" projects for the City of Los Angeles, Caltrans funded projects, and Proposition 1 projects provide the foundation for his continued leadership in the industry. To date, Mr. Fussel has been the design lead for the design and implementation of more than $100 million in construction cost, while also providing leadership and technical advice for numerous feasibility and conceptual studies. He has signed and sealed more engineering drawings for regional stormwater capture projects than any other engineer in Southern California. Mr. Smith has been a part of the Tetra Tech team for 8 years and brings extensive knowledge in civil engineering from his involvement in a variety of municipal projects of varying size and funding. His design experience includes parking lot and roadway geometrics, pedestrian accessibility improvements, bike trails, parks, construction and post -construction stormwater BMPs, storm drain improvements including hydrologic and hydraulic design, overall utility plans, structural design, and grading activities varying from mass grading to final precise grading plans. His other experience includes cost estimating, preparing specifications, providing construction/post-construction support, performing utility research, and coordinating with the project team and outside agencies. Mr. Smith is currently working with the City on the Lincoln Avenue Pedestrian Pathway and First Street Pedestrian Improvements Projects. City of Santa Ana 2 6 TETRA TECH Mr. Yonker provides over 16 years of experience and will act as quality control manager on behalf of Tetra Tech. Mr. Yonker's experience includes municipal stormwater, water, and wastewater system analysis and design, technical specification development, hydraulic analysis modeling and design, drainage analysis modeling and design, construction administration and management, and wastewater regulatory compliance support. Mr. Yonker has worked with FHWA Federal Auditors through the federal audit process on construction and streetscape improvement projects, is Caltrans Resident Engineer Certified, and has extensive knowledge and experience as a resident engineer during his earlier career while employed for MASS DOT. Mr. Boschen has more than 23 years of professional experience providing technical and program management support to federal, state, and local water resource agencies. He leads Tetra Tech's TMDL, water quality, and stormwater management support for municipalities in southern California, USEPA Region 9, State and Regional Water Quality Control Boards, and other organizations. He is also the Program Manager for Tetra Tech's watershed, water quality, monitoring, engineering, and regulatory on -call support to Orange County Public Works. Key projects include Bacteria TMDL development for Orange County watersheds and stormwater BMP analyses to support a regional cost -benefit analysis study, Santa Ana MS4 permit support including recommendations for streamlining the Dry Weather Monitoring (DWM) program, watershed planning, and development of a Comprehensive Human Waste Source Reduction. Ms. Fell has over 26 years of experience preparing environmental/ permitting documentation and over 22 years in a senior management role. She has prepared and managed California Environmental Quality Act/National Environmental Policy Act (CEQA/NEPA) documents including Initial Studies (ISs), Mitigated Negative Declarations (MNDs), Environmental Impact Report (EIRs), Environmental Assessments (EAs), and Environmental Impact Statements (EISs), for projects throughout California on behalf of federal, state, regional, and local agencies and private clients. Her expertise also includes data collection and analysis on environmental issues such as visual resources, land use, public services, biological resources, socioeconomics, recreation, and utilities. Ms. Fell provides the added value of working with the City of Santa Ana on the Washington Avenue Lot Well and Facility; Well No. 39; and Well No. 32. City of Santa Ana 2 7 TETRA TECH Our team understands that the City of Santa Ana needs a team that can demonstrate strong performance in the following areas to meet all the demands of the anticipated projects and ultimately to deliver a successful project: 1. Extensive and innovative regional stormwater capture implementation experience 2. Considerable CEQA Experience 3. Staffing with local knowledge and depth of technical expertise 4. Strong project management and quality control EXTENSIVE AND INNOVATIVE REGIONAL STORMWATER CAPTURE IMPLEMENTATION EXPERIENCE Developed open spaces serve as integral parts of communities. Preserving and/or improving these existing uses of the open spaces are a critical element to regional stormwater capture to ensure community and agency acceptance. These multi -benefits are realized through creative innovations in stormwater capture and open space design that maximize the site efficiency. The design and implementation of regional stormwater capture projects are rife with unique challenges related to their physical location, regulating agencies, and community acceptance. These unique challenges require an experienced team who have not only navigated these issues first- hand, but also have an array of proven solutions that have pushed projects to construction and completion. Our team is committed to develop designs that provide multiple benefits that go beyond the simple technical engineering needed for project implementation, utilize innovative techniques and technologies that will increase the project performance, incorporate stormwater treatment efficiency that advance progress towards regulatory compliance, as well as leverage all knowledge learned on the three (3) fully completed projects, three (3) projects nearly complete, and one (1) project that recently commenced in a heavily utilized urban corridor. DESIGN FOR MULTI -BENEFIT Regional stormwater capture projects are not solely an underground reservoir for water infiltration and/or treatment but also serve as an opportunity to improve/maintain the above ground features for the City and local community. Our team is well versed with the driving stormwater regulations and have implemented multiple City of Santa Ana 2 PROPOSALFOR On -Call Stormwater Project Design Services RFP NO.: 20-102 regional stormwater capture projects that incorporate park improvements including, but not limited to, Bolivar Park, Albion Riverside Park, Caruthers Park, and Mayfair Parks. Additionally, our team has implemented projects under parking and maintenance areas including the Santa Monica Clean Beaches Initiative and between two (2) roadways, such as the Culver Boulevard Project. These multi -benefit projects proved successful in their blending of usable open space and water quality improvement which we will carry into the design of any City project. INNOVATION New technologies and state of the science practices are constantly being developed and introduced to the stormwater management field. Relationships with academia, similar municipalities, and proprietary vendors provide continued learning and knowledge of the most recent practices being implemented throughout the state and nation. We pride ourselves in staying informed of the state of the science and share our experiences with others through publication and conferences to further those relationships. The Bolivar Park project is considered the first "smart regional stormwater BMP" and went on to win the 2016 Environmental Business Journal Award for Innovative Technology and the CASQA Outstanding Stormwater BMP Implementation Project of the Year in 2019. Combining our experience developing standard details for stormwater capture, optimal design configurations, and full plans and specifications with our intimate knowledge of the policies and procedures of the City, our team is poised to provide cutting -edge, state of the science solutions to integrate stormwater capture facilities with open space development plans. :1199[dl:11LIEWA Stormwater capture projects require an understanding of the flow patterns and property use to generate a design that maximizes efficiency while minimizing cost and protecting the beneficial uses. Efficiency can only be measured through an exhaustive generation of project implementation scenarios that vary diversion rates and chamber volumes while measuring their pollutant removal performance and anticipated costs. Our extensive experience has afforded us the opportunity to develop tools and procedures that allow for creative innovation while also ensuring project delivery efficiency through the modeling of thousands of possible sizing and diversion combinations. Utilizing these tools, our team successfully lowered the needed size from the initial concepts for the Culver Boulevard Stormwater and Filtration project while still achieving the same pollutant removal efficiency, saving the City millions of dollars. The availability of these vast amounts of data City of Santa Ana 2 9 TETRA TECH (9) PROPOSALFOR On -Call Stormwater Project Design Services RFP NO.: 20-102 inform better decisions and understanding of the impacts of constraints. Regional stormwater capture projects not only require a thorough understanding of the project site but also need to be understood within the context of the watershed management objectives and TMDL requirements. Projects upstream and downstream of these projects will directly impact the performance of the system and ensuring their inclusion during the concept design analysis will safeguard both project and watershed efficiency. These flow routed, embedded scenarios and designs are unique to our team, pulled from experience in watershed master planning thus leading to a more informed design that considers the larger watershed context. For the City of Los Angeles Stormwater Capture Parks Program, the Tetra Tech team is leading a programmatic watershed analysis of nine (9) projects to ensure efficient capture and place greater emphasis on the top projects through modeling and optimizing all projects simultaneously. CONSIDERABLE CEQA EXPERIENCE Environmental stewardship must be a key component in the design and implementation of regional stormwater capture projects. The CEQA process and requirements vary significantly from project to project presenting unique challenges in ensuring compliance with all environmental regulations. Additionally, the public comment periods can impact the CEQA process thus lengthening schedules and increasing costs. Our team provides an experienced group who have prepared CEQA documentation on similar types of projects throughout Southern California. Our public outreach and early intervention and collaboration with the public will assist in identifying red flag community issues early in the project design process, providing the City and project design team the opportunity to address the concerns through design or mitigation before the issues become intertwined with the CEQA process thus speeding up the project adoption and compliance with all CEQA concerns. Our team is deeply aware of the CEQA analysis impacts to projects of these magnitudes. Two primary qualities our team takes pride in is our attention to detail and breadth of professional knowledge and experience of staff. The CEQA analysts on our team work very closely with project proponents, CEQA lead agencies, and other regulatory agencies to ensure timely completion of environmental documents and permits even under tight schedules. We know and understand the importance of collaborating between the planning and design teams at the beginning of the project's design life so that environmental impacts and constraints can be taken into consideration early in the planning process. City of Santa Ana 2 O TETRA TECH PROPOSALFOR On -Call Stormwater Project Design Services RFP NO.: 20-102 STAFFING WITH LOCAL KNOWLEDGE AND DEPTH OF TECHNICAL EXPERTISE Members of our project team are locally based and are deeply invested in projects that will improve the local water quality and provide beneficial public space. Having an adequate amount and necessary type of resources are critical to the success of a project. Inadequate resources can result in project delays and/or poor execution of required tasks. Tetra Tech is ready to provide support to the City with our experience and knowledge to quickly resolve technical issues and challenges. The Tetra Tech team can provide the specialized expertise and the depth of resources necessary to meet or exceed the City's variable project requirements including providing the following services: • Hydraulic computer modeling • Stormwatersampling/monitoring/data analysis • Flow monitoring studies • Mapping services • Hydrologic calculations • Preparation/review of Water Quality Management Plans (WQMP) • Conceptual design/drawings • Percolation testing/geotechnical reporting • Coordination with outside agencies • Project presentations • Researching existing field conditions and utilities • Cost benefit analyses • Technical feasibility and project impact analyses • Drafting project planning documents • Grant funding support • Environmental documentation • Permitting support • Land surveying • Preparation of plans, specifications, and estimates (PS&E) involving civil, structural, architectural, geotechnical, electrical, mechanical, instrumentation & controls, and landscape architecture & irrigation design disciplines Assistance with local, State, and Federal Grant applications Bid, Construction, and Post -Construction Support PROJECT MANAGEMENT PROCEDURES Successful on -call service contracts require a diverse and highly talented team, made up of specific engineering and design disciplines, as well as responsible project management. No matter the task that is being requested, each project requires: Delivering a project within budget and on schedule Coordinating with appropriate agency representatives Implementing a QualityAssurance/Quality Control Plan to increase the excellence of the end product Teamwork development and meeting participation City of Santa Ana 2 1 TETRA TECH G PROPOSALFOR On -Call Stormwater Project Design Services RFP NO.: 20-102 U zTem x61 06101601ItK•] LlIll 1:11110] 1 For project development, Tetra Tech will use a Project Management/Control System which we have used successfully on numerous municipal projects. The core of this system is a monthly Project Management Report. CRITICAL PATH METHOD (CPM) SCHEDULES Tetra Tech will approach the development of a detailed work plan very seriously. The project team will meet at project initiation to collectively determine the smaller work tasks required to complete the major work activities as established in the Scope of Services. A sequencing plan of these smaller work tasks, using precedence format, will be developed which in turn will determine the overall schedule. The series of work tasks and resulting schedule will be diagrammatically exhibited as a Critical Path Method (CPM) flowchart. This flowchart, which highlights the critical path, will be used to base our determination of the intermediate project milestones. QUALITY ASSURANCE/QUALITY CONTROL: At Tetra Tech, our methods and techniques for Quality Control (QC) are employed in all phases of work to ensure that the quality requirements are fulfilled for our clients. Quality Assurance (QA) is integral to our culture and processes and is ingrained in each task to be properly implemented. Our Quality Assurance has been responsible for driving down the lead time for Project Delivery and reduces the overall cost of the project by minimizing quality checks, rework and agency delays. The Quality Check process is a formalized step in the delivery process that requires all documents and deliverables to go through an independent review prior to release. The goal is simple: ensure that the product meets the expectations of the client and does not require the City to review the deliverables. This goal keeps rework down and achieves two primary goals: reducing cost and time. First, the QC Manager will conduct a formal review of the deliverable highlighting all reviewed work and redlining the set. Once the review is finished and verified that all redlines have been addressed, the Project Manager will review the set to look for constructability and interdisciplinary issues. The final phase is a peer review to produce an independent quality check prior to submittal. This process fixes mistakes, verifies compliance with design criteria and codes, and provides feedback to the design team. Furthermore, the process is audited to keep the managers accountable for following the quality check process. City of Santa Ana 25F:-32 TETRA TECH REGIONAL STORMWATER CAPTURE Table E-1, located on page 13 summarizes large regional stormwater capture projects that have been specifically designed by the individuals on this team to meet TMDL requirements. The table highlights the relevance of each project to the scope of work and demonstrates the depth of regional stormwater capture experience of the Tetra Tech team. It should be noted that a significant portion of our regional stormwater capture experience is located within the County of Los Angeles. The primary reason this is the case is that water quality requirements of the MS4 Permit in Los Angeles County have spurred massive investment in these projects over the past six years. The Los Angeles Regional Water Quality Control Board adopted the MS4 Permit in 2012 which approved development of Watershed Management Programs and associated Reasonable Assurance Analysis for municipalities to demonstrate their pathway towards compliance with the water quality objectives and has been the lead for MS4 compliance throughout California. These programs identified specific regional stormwater capture opportunities that have now transitioned into design and construction. Our goal is to bring our deep bench of experience from the early projects in Los Angeles County to the City of Santa Ana and continue forward in regional stormwater capture through innovative and creative solutions that will be tailored to the City's local conditions and needs. City of Santa Ana 2 3 TETRA TECH N E o°y-' C C O ) Al l.L rn d in N N 5 0 7 O_ N T 2 M cd T 2 O my 8� N C cn Q N m w. n d_ 7 w C E c r o m C W N W O_ 0 p) ad O T _ d it o � 0 N U w C O C J 0.. m Ci Bolivar Park Stormwater Capture, 8.9 City of Lakewood (RC) Santa Monica Clean Beaches 4.9 Initiative, City of Santa Monica (RC) Albion Riverside Park, 5.1 Q Q b City of Los Angeles (RC) Culver Blvd. Stormwater Filtration, 8.0 City of Culver (RC) Mayfair Park Stormwater Capture, 14.6 City of Lakewood (RC) Caruthers Park Stormwater Capture, 9.7 City of Bellflower (RC) Carriage Crest Stormwater Capture, 11.0 Los Angeles Co. San. Dist. (RC) First Street Pedestrian Improvements, N/A City of Santa Ana Multi -discipline Watershed and Regulatory Support, N/A Orange County Public Works Alondra/Adventure Park Stormwater 53.5 Capture, Los Angeles County (RC) Aliso Creek -Limekiln Creek 5.7 Restoration, City of Los Angeles (RC) Holbrook -Palmer Park Stormwater 9.0 Capture Project, Town of Atherton (RC) San Fernando Valley Stormwater 165.2 Capture Parks Programs (4 Park Total Locations), City of Los Angeles (RC) San Fernando Valley Stormwater 88.6 Capture Parks Programs (5 Park Total Locations), City of Los Angeles (RC) EXPERIENCE Bolivar Park Stormwater Capture Project Lakewood, CA Tetra Tech was contracted by the City of Lakewood to evaluate two potential site locations for the development of the Lakewood Stormwater and Runoff Capture Project: Mayfair Park site and the Bolivar Park site. Tetra Tech provided a Project Engineering Study Report (PESR) that represented 10% design completion level and described the evaluation of the two sites with all site investigation, hydrology and hydraulic, and water quality data and analyses to provide a recommendation for site selection. The Bolivar Park project consisted of an air -inflated rubber dam diversion system to redirect all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will then convey the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The goal of the project was to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits such as revitalized park infrastructure and augmentation of local water supplies. As one of the first cities to receive stormwater funding to support Caltrans with stormwater compliance units, the success of this project serves as a model for other agencies to follow. This project received the 2018 APWA Best Award in the Storm Water Quality category, and was selected to receive the CASQA Project of the Year awarded in October 2019. City of Santa Ana 25F-35 TETRA TECH Santa Monica Clean Beaches Initiative Santa Monica, CA EXPERIENCE Tetra Tech designed and oversaw the construction of the Clean Beaches Initiative Project for two separate drainage basins at the Santa Monica Pier and Pico-Kenter Drainage Basins. This project is a major effort to improve beach water quality from storm water runoff and increase the City's drought resiliency. Wet -weather flows are treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMURRF) or the sanitary sewer. The Santa Monica Pier watershed improvements includes a flow diversion structure that directs stormwater from the 106-acre Pier watershed into a subsurface storage facility with a storage capacity of 1.6 million gallons. The stored water is pumped to SMURRF and distributed for non -potable uses or to the sanitary sewer. The surface was improved with a new parking lot that is consistent withx the City's Zoning and Municipal Code, which included improvements for parking lot lighting, permeable pavement, andr landscaping features. The Pico-Kenter project components consist of a diversion structure to divert 80,000 gallons of the "first flush" of urban runoff for treatment at SMURRF and ultimately distributed for non -potable uses. A portable pump was provided to drain the post -storm pond that forms downstream of the outfall at the beach. This project was funded by the Proposition 40 Clean Beaches Program, with a local match from the City Clean Beaches and Oceans Parcel Tax Fund. This project was selected for the Envision Gold Award, and the APWA Project of the Year Award. City of Santa Ana 2 6 TETRA TECH FAA 101Ce , ZATMC![a0a15 Los Angeles, CA EXPERIENCE The City of Los Angeles selected Tetra Tech to provide pre - design, design, and construction support services for the Albion Riverside Park Project, located adjacent to the Los Angeles River. The project involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that benefits nearby disadvantaged low-income neighborhoods. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. The overall project objective was to develop the project site and implement Low Impact Development (LID), Green Infrastructure, and Best Management Practice (BMP) measures to improve the water quality of stormwater prior to discharging into the Los Angeles River and ultimately into the Pacific Ocean. In addition to collecting, treating and infiltrating on -site runoff, the project diverts stormwater and dry weather flows from an existing storm drain. The diverted flows are then treated and infiltrated, or used within the park. The BMPs installed included bioretention facilities, bioswales, and pervious pavement subsurface infiltration areas. The remainder of the park was developed for recreational uses, educational purposes, and improved access along the river. Recreational amenities at the site included multi purpose athletic fields, walking paths, adult fitness zones, children's play area, picnic area, a new parking lot with permeable paving, site landscaping and a plaza. City of Santa Ana 25F-37 TETRA TECH EXPERIENCE Culver Blvd. Stormwater Filtration and Retention Culver, CA This project will maximize pollutant and stormwater capture by diverting dry -weather and wet -weather stormwater flows at a rate of up to 50 cubic - feet -per -second from two stormwater facility locations; a 66-inch reinforced concrete pipe located at Harter Avenue and an 87-inch reinforced concrete arch pipe located at Sepulveda Boulevard. Diverted stormwater flows are first sent to one of two pretreatment units to remove trash and sediments and then to a concrete underground storage facility capable of providing up to 8-acre-feet of storage. Stored water is pumped to the post -storage filtration system where it is polished for final pollutant removal before being returned to downstream storm drain channels and receiving waters. As an added benefit of this project, treated stormwater will be used to offset potable water irrigation demands on the newly constructed 58-ft wide raised landscape median and at nearby Veterans Park. To reach a consensus with the residents for both projects, Tetra Tech prepared a comprehensive Outreach Community Engagement Plan, coordinated with the Citizens Advisory Committee, and participated in community outreach meetings to encourage full and early community/ stakeholder participation in the project. Tetra Tech has completed the final design (PS&E) for these projects and will continue to provide engineering support during construction. Construction on this project occurred during late summer of 2019 and is anticipated to be completed by the end of 2020. City of Santa Ana 25F-38 TETRA TECH Mayfair Park Stormwater Capture Project Lakewood, CA EXPERIENCE Tetra Tech was contracted by the City of Lakewood to evaluate and design a Caltrans funded Stormwater and Runoff Capture Project at Mayfair Park in Lakewood. Tetra Tech provided a Project Engineering Study Report (PESR) that included all necessary site investigation, hydrology and hydraulic, water quality data and analyses and geotechnical investigation for deep infiltration to provide a recommendation for treatment train selection and implementation. The Mayfair Park project consists of an air -inflated rubber dam diversion system to redirect all urban runoff and stormwater runoff from the Del Amo Channel through a pre- treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas, discharge to the sanitary sewer and additional filtration for discharge back to the channel. The system will monitor the weather conditions and the facility through a secured cloud- based system. The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. As one of the first cities to receive stormwater funding to support Caltrans with stormwater compliance units, the success of this project will be a model for other agencies to follow. City of Santa Ana 29 TETRA TECH Caruthers Park Stormwater Capture Bellflower, CA EXPERIENCE Tetra Tech provided pre -design, design, and construction support services for this Caltrans funded stormwater capture project at Caruthers Park in Bellflower, CA. The Caruthers Park Water Capture Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands will pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. The system uses active controls to monitor the weather conditions and empty the facility through a secured cloud -based system. This project helps the City comply with their bacteria and metals TMDL, while providing additional benefits of potable water offset and park revitalization. City of Santa Ana 2 O TETRA TECH EXPERIENCE Carriage Crest Stormwater Capture Project Los Angeles, CA Carriage Crest Park was identified in the Dominguez Channel Watershed Management Group EWMP as a high priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. This area discharges into Wilmington Drain which subsequently discharges into Machado Lake. The overarching objective of the project is to improve the quality of Machado Lake by eliminating dry -weather runoff and reducing wet -weather pollutant loading. The City of Carson entered into a Cooperative Implementation Agreement (CIA) with Caltrans to fund the Carson Water Capture Project at Carriage Crest Park. The City of Carson entered into a subsequent agreement with the Sanitation Districts of Los Angeles County (LACSD) to manage the project. Tetra Tech developed the preliminary engineering design report which included the analysis and developed innovative water use and treatment scenarios including (1) diversion to the sanitary sewer for treatment at the adjacent Joint Water Pollutant Control Plant (JWPCP), (2) onsite non - potable use to offset potable water demand, and (3) onsite filtration using a subsurface filter media bed. Tetra Tech prepared the detailed design drawings, cost estimates, and specifications for the pre -cast structures package for the construction of the regional stormwater BMP facility, and Tetra Tech is also currently providing support during construction. City of Santa Ana 2 1 TETRA TECH On -Call Stormwater Project Design Services IINIVJNIIVIIMII�i ppendix 1: Resumes Jason Fussel, PE, PLS, LEED AP, QSDIP, ENV SPp Principal -in -Charge Mr. Fussel has extensive and relevant experience in the stormwater and Best Management Practice (BMP) arena, which includes successful implementation of sustainable design practices for a vast array of improvement projects. His significant involvement in Low Impact Development (LID) and Stormwater Pollution Prevention and reduction projects in Southern California, specifically as Engineer of Record for several important Proposition "O" projects for the City of Los Angeles, Caltrans funded projects, and Proposition 1 projects provide the foundation for his continued leadership in the industry. To date Mr. Fussel has been the design lead for the design and implementation of over $100 million in construction cost. Mr. Fussel continues to improve upon his expertise through attending various LID conferences and presenting the fundamentals and approach to BMP design to colleagues and the public through engagement seminars and discussions. As a Qualified SWPPP Practitioner (QSP) and Qualified SWPPP Developer (QSD), Mr. Fussel has ample experience with providing Stormwater Pollution Prevention Plans (SWPPP) for construction activities and Water Quality Management Plans (WQMP). Additionally, Mr. Fussel is an Envision TM Sustainability Professional and LEEDAccredited Professional. Stormwater Capture Parks Program, City of Los Angeles, Bureau of Engineering, Los Angeles, CA. 2019 - Ongoing. Program Manager. Mr. Fussel is serving as the Program Manager for the City of Los Angeles' Stormwater Capture Parks Program, for which he is overseeing pre -design services for the development of four stormwater capture projects as part of the second largest stormwater program undertaken in the state's history. In addition, Mr. Fussel is leading a programmatic watershed analysis of nine (9) projects to ensure project goals are met and to determine possible efficiencies in linking multiple project sites together and measuring their performance. Albion Riverside Park Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Project Engineer and Assistant Project Manager. Mr. Fussel was responsible for overseeing the pre - design services for the Albion Riverside Park Project. Tetra Tech also provided design and construction support services. The project, located adjacent to the Los Angeles River, involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low income neighborhoods. In addition, the City is using the redeveloped property to increase the current capacity for managing stormwater runoff. City of Santa Ana 2 3 TETRA TECH O This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. In addition, the project was designed to achieve a Platinum EnvisionTm rating. Santa Monica Clean Beaches Initiative, City of Santa Monica, Santa Monica, CA. Engineering Design Lead and Engineer of Record. Mr. Fussel was responsible for the design of the site improvements, diversion structure, pretreatment, underground storage reservoirs, and piping systems. The project objective was to improve Santa Monica Beach water quality by increasing the diversion capacity at the Santa Monica Pier and Pico-Kenter storm drain outfalls. The 85th percentile storm event volume would be treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMURRF) or the sanitary sewer. The project provided storm drain diversion and runoff storage systems at two separate storm drain outfalls, routed to two subsurface storage areas. 1.6 million gallons will be stored at the historical Deauville Beach Club site and an additional 80,000 gallons will be stored at the Pico-Kentor storm drain outfall. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Engineering Design Lead and Engineer of Record. Mr. Fussel was responsible for feasibility, conceptual and detailed design services to prepare final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline conveys the water into a large, buried multi- chambered storage/infiltration facility. The stormwater collected in the underground reservoir is treated and used to irrigate the park's landscaped areas. The system monitors the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). Carriage Crest Stormwater and Runoff Capture Project, Sanitation Districts of Los Angeles County, Carson, CA. Engineering Design Lead and Engineer of Record. Mr. Fussel was responsible for preparing the plans, specifications and estimates, from concept to detailed design. Carriage Crest Park was identified in the Enhanced Watershed Management Program (EWMP) as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Engineering Design Lead and Engineer of Record. Mr. Fussel was responsible for feasibility, conceptual and detailed design services to prepare final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. City of Santa Ana 2 4 Nate Schreiner, PE, QSD Project Manager Mr. Schreiner is a stormwater and civil engineering project manager at Tetra Tech's office is Irvine, California. He manages domestic projects on behalf of government clients, applying a successful 14-year history of project management, civil engineering design, hydrologic and hydraulic modeling, condition assessments of a variety of infrastructure, and cost estimating. Mr. Schreiner holds an active California PE registration. He most recently served as project manager for numerous on -call contracts with various public agencies in the Southern California area including the City of Los Angeles, Los Angeles County Metropolitan Transportation Authority (Metro), John Wayne Airport, Riverside County Transportation Commission (RCTC), Orange County Public Works (OCPW), and Los Angeles County Department of Public Works (LACDPW). He has performed hydrologic and hydraulic analyses of various types of drainages including culverts, channels, rivers, and alluvial fans. Previously he was involved in projects involving USACE Periodic Inspections of levees, FEMA levee certification, and master drainage plans. He has inspected around 300 miles of levee in various states and is well versed with USACE facilities. He has been involved in all phases of the project life -cycle including site investigations, preliminary design, PS&E, QA/QC, and construction support. As a Qualified SWPPP Developer (QSD), Mr. Schreiner has experience with providing Stormwater Pollution Prevention Plans (SWPPP) for construction activities. Caruthers Park Stormwater and Urban Runoff Capture Project, Bellflower, CA, Project Engineer. Mr. Schreiner is serving as the project engineer during the bidding and award and construction phases of this large-scale stormwater project to capture, infiltrate and reuse urban runoff collected from County drainage facilities adjacent to the park. The project was planned as part of the Los Cerritos Channel (LCC) watershed and the Lower San Gabriel River (LSGR) Watershed Management Programs (WMPs). Caruthers Park was identified as a potential high priority site for a regional stormwater capture project for non-stormwater runoff as well as first -flush runoff from wet weather events. The project components include site improvements, a diversion structure to divert water from the flood control channel, a pretreatment structure to remove trash and debris from the runoff, an underground structure to infiltrate and store the water that will be treated for landscape irrigation use, and piping systems. Mr. Schreiner was instrumental in obtaining the California Department of Fish and Wildlife (CDFW) 1602 Notification of Lake or Streambed Alteration permit, Regional Water 2 5 TETRA TECH Quality Control Board Los Angles Regional Clean Water Act Section 401 Water Quality Certification, and the US Army Corps of Engineers, Los Angeles District Section 404 Permit. Mr. Schreiner is also responsible for overseeing the project engineer and their review of RFIs, submittals, construction schedules, and change orders. Carriage Crest Stormwater and Runoff Capture Project, Sanitation Districts of Los Angeles County, Carson, CA. Project Engineer. Mr. Schreiner was responsible for preparing the plans, specifications and estimates, from concept to detailed design. Carriage Crest Park was identified in the Enhanced Watershed Management Program (EWMP) as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Project Engineer. Mr. Schreiner was responsible preparing the plans, specifications and estimates, from concept to detailed design. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project was to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Silver Lake Reservoir Stormwater Capture Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Project Manager. Project Manager for the pre -design phase of the project to construct stormwater infrastructure to capture stormwater from a 170-acre watershed and divert it to the Silver Lake and Ivanhoe reservoirs in Los Angeles, CA. To offset the potable water demand associated with maintaining historic water levels in the reservoirs, stormwater from the local watershed is proposed to be redirected into the Reservoirs. Various types, sizes, and locations of stormwater infrastructure and BMPs were evaluated and selected to assist the City in meeting their stormwater capture goals. Mr. Schreiner guided the project engineer in the hydrologic and hydraulic modeling, and reviewed all project submittals. Mr. Schreiner also coordinated with the City's Street and Stormwater Division project manager and staff at a pre -design review meeting. SWPPP for the Biogas Conditioning System at the Joint Water Pollution Control Plant, Carson, CA. Project Manager. Mr. Schreiner served as the project manager on a project to develop and implement a Stormwater Pollution Prevention Plan (SWPPP) at the Biogas Conditioning System at the Joint Water Pollution Control Plant (JWPCP). The project included converting an empty paved lot into a methane gas fuel facility. The property is owned was developed by County Sanitation District No. 2 of Los Angeles County. City of Santa Ana 2 6 Justin Smith, PE WQMP / Civil Site Design Mr. Smith has been a part of the Tetra Tech team for 8 years and brings extensive knowledge in civil engineering from his involvement in a variety of municipal projects of varying size and funding. His design experience includes parking lot and roadway geometrics, pedestrian accessibility improvements, bike trails, parks, construction and post - construction stormwater BMPs, storm drain improvements including hydrologic and hydraulic design, overall utility plans, structural design, and grading activities varying from mass grading to final precise grading plans. His other experience includes cost estimating, preparing specifications, providing construction/post-construction support, performing utility research, and coordinating with the project team and outside agencies. Mr. Smith is currently working with the City on the Lincoln Avenue Pedestrian Pathway and First Street Pedestrian Improvements Projects. First Street Pedestrian Improvements, City of Santa Ana, Santa Ana, CA. Project Engineer. Responsible for the preparation of the plans, specifications, and estimates (PS&E) along with the Water Quality Management Plan (WQMP) for this active transportation project. The project involves the widening of the existing sidewalks by three feet by reducing the width of the vehicle travel lanes along a 1.2-mile portion of First Street between Flower Street and Standard Avenue. Improvements include reconstructing ADA curb ramps, reconstructing hardscape (curb & gutter, bus stop pads, asphalt pavement, and driveway approaches), creating bulb -outs at intersections, restriping travel lanes, installing high visibility marked crosswalks, relocating and/or adjusting existing utility features to grade, relocating street furniture, modifying existing pedestrian push buttons, installing new traffic signal detector loops, installing a new traffic signal at the intersection with Lacy Street, retrofitting and/or reconstructing drainage structures, and installing stormwater Best Management Practices (BMPs). Lincoln Avenue Pedestrian Pathway, City of Santa Ana, Santa Ana, CA. Project Engineer. Responsible for the preparation of the plans, specifications, and estimates (PS&E) for this active transportation project. Services included permitting through the Southern California Regional Rail Authority (Metrolink). The project is funded in part by ATP state grant funds. The pedestrian pathway will run parallel with Lincoln Avenue west of the existing railroad tracks. The improvements will commence at the intersection of Lincoln Avenue and Park Lane, continue north between the back of the residential properties and the railroad tracks, and end at the existing Santiago Trail, under the railroad bridge TETRA TECH E that crosses Santiago Creek. The improvements include a 12-foot pathway and railroad -approved safety fencing, drought tolerant landscaping, pedestrian lighting, and signage to identify the pathway. Sixth Street Park, Arts, River and Connectivity (PARC) Project, City of Los Angeles Bureau of Engineering, Los Angeles, Los Angeles, CA. Project Engineer. Responsible for providing engineering design services to prepare plans, specifications, and estimates (PS&E). Tetra Tech is providing schematic and final design, environmental documentation and permitting, public presentations, construction support services, and post -construction services for nearly 12 acres of recreational and open spaces beneath and around the new bridge. The City's goal is to make the landscape component under the new bridge a world class public space that includes an Arts Plaza, several performance stages, synthetic sports fields, river terracing, and bicycle and pedestrian pathways. The design includes the construction of harvest and use style and structure treatment control stormwater Best Management Practices (BMPs). Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Design Engineer. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consisted of an air -inflated rubber dam diversion system to re- direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline convey the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir is treated and used to irrigate the park's landscaped areas. The system monitors the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project was not only to help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Design Engineer. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consisted of an air -inflated rubber dam diversion system to re- direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline conveys the water into a large, buried multi- chambered storage and filtration facility. The stormwater collected in the underground reservoir is treated and used to irrigate the park's landscaped areas. The system monitors the weather conditions and the facility through a secured cloud -based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project was not only to help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, provides benefits such as revitalized park infrastructure and augmentation of local water supply. Albion Riverside Park Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Design Engineer. The project, located adjacent to the Los Angeles River, involves transforming a six - acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low-income neighborhoods. In addition, the City is using the redeveloped property to increase the current capacity for managing stormwater runoff. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. In addition, the project is being designed to achieve a Platinum EnvisionTm rating. City of Santa Ana 2 Aaron Yonker, PE, QSD/P Quality Control Mr. Yonker has 16 years of experience in quality design, civil engineering, and has built an extensive array of project experience designing and managing various types of civil engineering projects, including green streets, active transportation/complete streets, stormwater drainage improvement projects. His civil engineering experience includes: water and wastewater system analysis and design, hydraulic analysis modeling and design, drainage analysis modeling and design, technical specification development, construction administration and management, and municipal stormwater and wastewater regulatory compliance support. This experience extends equally to both the public and private sector. Mr. Yonker has considerable construction management/administration experience administering the construction of large federally -funded on -highway and off -highway roadway improvement projects. In this capacity, Mr. Yonker has worked with FHWA Federal Auditors through the federal audit process on construction and streetscape improvement projects, is Caltrans Resident Engineer Certified, and has extensive knowledge and experience as a resident engineer during his earlier career while employed for the Massachusetts D.O.T. administering and overseeing the construction of multi -million -dollar bridge and roadway improvement projects. Culver Boulevard Stormwater Infiltration and Retention Project, City of Culver City, CA. Project Manager and Engineer of Record. Mr. Yonker oversaw the preparation of PS&E documents during the design phase of this multi -beneficial stormwater regional project. Currently in the construction phase, this $12.5M construction project will maximize pollutant and stormwater capture by diverting dry -weather and wet - weather stormwater flows at a rate of up to 50 cubic -feet -per -second from two stormwater facility locations; a 66-inch reinforced concrete pipe located at Harter Avenue and an 87-inch reinforced concrete arch pipe located at Sepulveda Boulevard. Diverted stormwater flows are first sent to a pretreatment unit to remove trash and sediments and then to a concrete underground storage facility capable of providing up to 8-acre- feet of storage. Stored water is pumped to the post -storage filtration system where it is polished for final pollutant removal before being returned to downstream storm drain channels and receiving waters. As an added benefit of this project, treated stormwater will be used to offset potable water irrigation demands to onsite landscaped medians and at nearby Veterans Park. Mr. Yonker provided lead civil design services and 2 9 TETRA TECH (9) worked to coordinate all project disciplines, including civil, structural, electrical, geotechnical, landscape, and transportation to deliver a successful project. San Luis Obispo Stormwater Plan Check, County of San Luis Obispo, CA. Project Manager. The County of San Luis Obispo selected Tetra Tech to perform on -call services for projects required to meet post construction requirements as set forth in the Central Coast Regional Water Quality Control Board (RWQCB) order R3-2013-0032. Mr. Yonker manages the review services contract and provides final QAQC to reviews performed by Tetra Tech. Additionally, Mr. Yonker meets with County staff and third -party engineers to discuss review findings and recommendations for achieving PCR compliance. On -call services provided under this contract include the review of Storm Water Management Plans (SWMP), audit of existing County SWMP documents, and in -field inspections of installed storm water Best Management Practices (BMPs). Plan Checking, Permitting, and Inspection On -Call Contract, City of Buellton, Buellton, CA. Project Engineer. Tetra Tech is contracted to provide plan checking, permitting and inspection services for the City of Buellton. Services include reviewing and approving plans through multiple comment iterations, issuing permits for construction of work or encroachment purposes, inspecting work to ensure the following of proper specifications or standards, and providing final inspection and acceptance of work. Some of the associated projects include a residential townhome complex consisting of 25 buildings with more than 150 dwelling units, a brewery expansion featuring a subsurface stormwater infiltration system, a new commercial building development with multiple offsite improvements, and a parking lot expansion which included stormwater retention features. Merced Avenue Greenway Project, Council for Watershed Health for City of South El Monte, CA. Project Manager. Mr. Yonker provided planning and design services for a stormwater green street retrofit project along the Merced Avenue corridor in South El Monte. The scope of services included assessing existing conditions on Merced Avenue, consulting with various agencies on regulations for planning and design, evaluating pre -design monitoring data and analyzing urban heat island mitigation strategies, providing a preliminary design report, presenting at community design workshops and meetings in collaboration with various stakeholders to create designs for the retrofit. Tetra Tech provided construction drawings, cost estimates, and a bid package for this 0.6-mile green street project. The goal of the project was to manage stormwater runoff at its source to meet regulatory compliance while improving water quality and enhancing watershed health. Improvements included BMP structural control measures consisting of permeable pavers with gravel reservoirs, conventional biofiltraion areas, and high infiltration biofiltration areas allowing for treatment flow rates at up to 100/inches per hour. Additional community benefits include reducing the urban heat island effect and its carbon footprint, creating new safe bike and pedestrian connections, enhancing public health and beautifying the neighborhood. In addition, the project incorporated a community -based approach that provided opportunities for watershed education and neighborhood involvement in designing the project. The 100% Construction Documents were submitted June 2020. Construction will begin following a public bidding process by to the City. City of Santa Ana 2f 0 Paula Fell Environmental / Permitting Ms. Fell has over 26 years of experience preparing environmental documentation and over 22 years in a senior management role. She has prepared and managed California Environmental Quality Act/National Environmental Policy Act (CEQA/NEPA) documents including Initial Studies (ISs), Mitigated Negative Declarations (MN Ds), Environmental Impact Report (EIRs), EnvirCionmental Assessments (EAs), and Environmental Impact Statements (EISs), for projects throughout California on behalf of federal, state, regional, and local agencies and private clients. Her expertise also includes data collection and analysis on environmental issues such as visual resources, land use, public services, biological resources, socioeconomics, recreation, and utilities. City of Santa Ana Washington Avenue Lot Well and Facility Project, Initial Study/Mitigated Negative Declaration, Santa Ana, CA. Project Manager. Managing the preparation of an Initial Study/Mitigated Negative Declaration for the development of a new water well, well building, chemical building, and other supporting facilities. City of Santa Ana Water Well No. 39 Hydro -generator Unit Replacement Project, CEQA Documentation, Santa Ana, CA. Project Manager. Preparing a Notice of Exemption and supporting documentation for the replacement of a hydro -generator unit for VVell 39. City of Santa Ana Water Well No. 32 Project, Initial Study/Mitigated Negative Declaration, Santa Ana, CA. Project Manager. Managing the preparation of an Initial Study/Mitigated Negative Declaration for the rehabilitation of existing VVell No. 32 and construction of a new above ground well building and approximately 3,250 linear feet of new pipeline. Los Angeles County Public Works Department Adventure Park Multi -Benefit Stormwater Capture Project, Initial Study/Mitigated Negative Declaration, Whittier, CA. Senior Environmental Planner. Assisted with the preparation of an Initial Study/Mitigated Negative Declaration for an underground stormwater vault located beneath a park to capture and treat diverted urban runoff and stormwater. Prepared analysis for geology, hazards/hazardous materials, and hydrology. Mesa Water District Water Wells No. 12 and No. 14 and Pipeline Project, Initial Study/Mitigated Negative Declaration, Santa Ana, CA. Senior Environmental Planner. Prepared an Initial Study/Mitigated Negative Declaration for the construction of two new water wells and associated pipelines. Prepared analysis for several CEQA resource topics and assisted with the public hearing for the project. TETRA TECH M'' City of Culver City Department of Public Works, Culver Boulevard Realignment and Urban Stormwater Project Initial Study/Mitigated Negative Declaration, Culver City, CA. Senior Environmental Planner. Assisted with preparation of an Initial Study/Mitigated Negative Declaration for the realignment and stormwater capture improvements to a portion of Culver Boulevard. Riverside County Flood Control and Water Conservation District, Monroe Storm Drain, Stage 4 Project Initial Study/Mitigated Negative Declaration, Riverside, CA. Assisted with the preparation of an Initial Study/Mitigated Negative Declaration and incorporation of technical studies to support the construction of an underground facility to replace an existing concrete -lined trapezoidal channel. Orange County Public Works, Rossmoor Storm Channel Improvement Project Initial Study/ Mitigated Negative Declaration, Los Alamitos, CA. Assisted with the preparation of an Initial Study and Mitigated Negative Declaration for storm channel improvements. City of Huntington Beach, Water Well Project Initial Study, Westminster, CA. Senior Environmental Planner. Prepared an Initial Study for the construction of a new water well and associated pipeline. Prepared analysis for several CEQA resource topics. Orange County Flood Control District, SARI Abandonment and Pipe Severing Project SEA/ Environmental Impact Report Addendum, Orange County, CA. Senior Environmental Planner. The Santa Ana River Interceptor (SARI) Line Project relocated the Orange County portion of the pipeline between Prado Dam and Weir Canyon Road to allow operation of the Santa Ana River Mainstem Project. Ms. Fell assisted with the preparation of the Supplemental Environmental Assessment/ Environmental Impact Report and specifically prepared analysis for several resource topics including: water resources and hydrology; earth resources; aesthetics; and safety and hazards. Los Angeles County Department of Public Works, Peck Water Conservation Improvement Project Initial Study/Mitigated Negative Declaration, Arcadia, CA. Project Manager. Prepared an Initial Study/Mitigated Negative Declaration including incorporation of technical studies for air quality and global climate change, biological resources, cultural resources and noise, for the construction of a pump station and a 7,000-foot pipeline and removal of sediment within the spreading basin. Los Angeles County Department of Public Works, Pacoima Spreading Grounds Improvement Project Initial Study/Mitigated Negative Declaration, Los Angeles, CA. Project Manager. Managed the preparation of the Initial Study/Mitigated Negative Declaration for a sediment removal and spreading grounds improvement project. Oversaw project management coordination, public outreach, oversight of subcontractors, and ongoing coordination with Los Angeles County Department of Public Works. California Water Service Company, ELA Station 12 Reservoir 4A Tank Project Initial Study/ Mitigated Negative Declaration, Los Angeles, CA. Project Manager. Managed the preparation of an Initial Study/Mitigated Negative Declaration which included incorporation of technical studies for air quality and noise for the removal and replacement of the existing below ground concrete reservoir with an above ground steel welded tank. California Water Service Company, New Wells ELA 63-01 & ELA 63-02 Project Initial Study/ Mitigated Negative Declaration, Montebello, CA. Project Manager. Managed preparation of an Initial Study/Mitigated Negative Declaration for two new wells, which included technical studies for air quality, biological resources, cultural resources, and noise. Also assisted with presentation to City Planning Committee. City of Santa Ana 2 2 Clint Boschen Mapping/Sampling/Monitoring/Analysis Mr. Boschen has more than 23 years of professional experience providing technical and program management support to federal, state, and local water resource agencies. He leads Tetra Tech's TMDL, water quality, and stormwater management support for municipalities in southern California, USEPA Region 9, State and Regional Water Quality Control Boards, and other organizations. He is also the Program Manager for Tetra Tech's watershed, water quality, monitoring, engineering, and regulatory on -call support to Orange County Public Works. Key projects include Bacteria TMDL development for Orange County watersheds and stormwater BMP analyses to support a regional cost -benefit analysis study, Santa Ana MS4 permit support including recommendations for streamlining the Dry Weather Monitoring (DWM) program, watershed planning, and development of a Comprehensive Human Waste Source Reduction Strategy. Other projects include ongoing MS4 regulatory and policy support, development of watershed plans and reasonable assurance analyses throughout southern California, TMDL development and modeling studies, and BMP planning/design. He has extensive technical experience designing monitoring studies, developing and applying water quality and hydrologic models, BMP modeling, strategic planning and compliance evaluations, and providing MS4 permit support. Multi -discipline Watershed and Regulatory Support, Orange County Public Works. Program Manager for Tetra Tech's watershed, water quality, monitoring, engineering, and regulatory on -call support to Orange County. Support to date has included development of the South Orange County WQIP, focusing on development of the Monitoring and Assessment Program (MAP) and Adaptive Management Approach. Completed development of a spreadsheet -based WQIP Implementation Guide that will be used to facilitate coordination between the County and other agencies and developed a hydromodification Quality Assurance Project Plan (HMP QAPP) for Rancho Mission Viejo. Also developed recommendations to streamline the Dry Weather Monitoring (DWM) program for North Orange County and supported watershed planning efforts. Comprehensive Human Waste Source Reduction Strategy (CHWSRS), Orange County Public Works, CA. Project Manager for development of a Comprehensive Human Waste Source Reduction Strategy (CHWSRS) Work Plan to help guide stakeholder efforts to address pathogen health risk in the South Orange County Watershed TETRA TECH Management Area. This Work Plan focuses on reducing human health risk by identifying and eliminating sources of human waste to the municipal storm drain system through targeted monitoring investigations and abatement actions. A tiered monitoring and assessment framework was developed that outlines a step-by-step process for assessing current conditions and prioritizing areas for investigation and abatement activities. Stormwater Regulatory and Policy Support, City of San Diego, CA. Ongoing support to review current and proposed regulations, environmental laws, MS4 permit language, and policy actions that have important implications. Key activities included support for San Diego MS4 permit negotiations and develop Report of Waste Discharge (ROWD), guidance on Receiving Water Limitations, review of California's Draft 2014 303(d) list, guidance on Biostimulatory/Bio-integrity issues and Bacteria Provisions, CEQA support, and asset management. Also, developed outreach materials to support City efforts to effectively communicate stormwater program activities and water quality achievements to various stakeholders. Proposed MS4 Permit and State Water Board Order Review, ULAR Watershed Management Group, CA. Strategic support for the development of draft comments on behalf of the Upper Los Angeles River Watershed Management Group in response to the staff working proposal on the Los Angeles Region MS4 permit and the State Water Board Order regarding the review of approved Watershed Management Programs. Summarized key implications for the group and drafted comments to submit to the Los Angeles Regional Board and the State Water Board. Rainbow Creek BMP Design Support, Monitoring Plan, and Compliance Support, County of San Diego, CA. Project Manager supporting development of final BMP designs for structural projects identified by Tetra Tech to address MS4 nutrient reduction requirements. Modeling to determine the load reduction benefits associated with various design options, development of a BMP monitoring plan and design recommendations to support efficient and effective BMP monitoring data collection. Santa Margarita WQIP - Rainbow Creek Compliance Analysis, County of San Diego, CA. Project Manager for development of the Rainbow Creek nutrient TMDL compliance analysis. Compliance with the TMDL was identified as the highest priority water quality condition for development of the Santa Margarita WQIP. This study included watershed/BMP modeling, target identification, and development of strategies (structural and non-structural BMPs) to achieve the required nutrient reductions. Updated the WQIP strategies and the Watershed Implementation Plan Adaptive Management Tool based on the results Rainbow Creek Watershed Implementation Plan, County of San Diego, CA. Project Manager for development of a BMP implementation plan to identify structural projects and nonstructural program enhancements that support TMDL and WQIP compliance for nutrients/eutrophication. This effort involved identification and site -scale analysis of distributed BMP projects and the development of conceptual designs that can be efficiently advanced to construction. Conducted water quality/stream restoration modeling to identify BMP needs and alternative strategies to support nutrient reduction and stakeholder outreach efforts. Developed an adaptive management tool to support management decisions and regulatory discussions. City of Santa Ana 2 4 Derick Coleman Environmental/Permitting Dr. Coleman has over 38 years of experience in environmental consulting, and more than 30 years of experience as a project manager. He has been responsible for multiple large environmental evaluation and mitigation projects with significant need for technical analyses, impact evaluations, remedial actions and thorough discussion and explanation of actions and/or results. In addition to management responsibilities, he has performed hydrologic and hydraulic analyses and designs to address coastal and riverine flooding, erosion, and sedimentation; dredged sediment disposal; and stream channel stabilization. He has conducted and directed field reconnaissance surveys and field evaluations related to assessment, modeling, and remedial actions. Dr. Coleman's technical specialization is in geomorphology and hydrology. He has applied his expertise in fluvial geomorphology to erosion and sedimentation analyses, flood plain delineation and evaluation, wetlands delineation and mitigation, and archaeological geomorphology. His hydrology experience includes engineering design of surface drainage systems, environmental contaminant evaluation, environmental impact assessments, and underground storage tank investigations. Diversion Manual and Water Quality Monitoring Guide, County Flood Control District, Los Angeles, CA. Project Manager and Primary Author. Provided technical, organizational, and preparation support for a Diversion Manual and companion Water Quality Monitoring Guide for in -channel maintenance and emergency repair work in the presence of standing or flowing water. The manual provided containment and conveyance options for handling surface water as well as appropriate best management practices (BMPs) for different scenarios. The monitoring guide described standard procedures for sampling diverted water to ensure that the management techniques employed are successfully protecting water quality. Jordan Cove Energy and Pacific Connector Gas Pipeline Third - Party Environmental Impact Statement, Federal Energy Regulatory Commission (FERC), Coos County, OR. Technical Lead; provided support to the Environmental Impact Statement team for the water resources discussion of potential impacts. The proposed project is a liquefied natural gas tanker loading facility in Coos County and a 229- mile pipeline crossing three counties to deliver the natural gas to the loading facility. Concerns include impacts from dredging for facility "3 1 TETRA TECH 01, construction and maintenance, vessel access during operations, and various issues related to channel and other water -body crossings of a pipeline. Rosemont Geomorphic Study, Hudbay Mining Company, Pima County, AZ. Technical Lead. Prepared the long-term field monitoring protocol for the primary watersheds which drain the proposed Rosemont Copper Mine; and provided the first four applications of the protocol. Six channel monitoring points were designated in the watershed and nine stream reaches were evaluated for possible changes in stream channel regime and sediment load from year to year and ultimately over the life of the mine. Mesa Water District Water Wells No. 12 and No. 14 and Pipeline Project, Initial Study/Mitigated Negative Declaration, Santa Ana, CA. Project Manager. Prepared an Initial Study/Mitigated Negative Declaration for the construction of two new water wells and associated pipelines. Prepared analysis for several CEQA resource topics and assisted with the public hearing for the project. Peak Discharge Study, Six -County Region, Southern California Coastal Water Research Project (SCCWRP), Costa Mesa, CA. Project Manager and Principal Investigator. A groundbreaking investigation of semi -arid watersheds in southern California to evaluate the impacts of urbanization on stream channels. Study selected 10 stream reaches in Los Angeles, Orange and Ventura counties that had historical data on channel size and shape changes. Links were evaluated between those changes and the increases in urban/suburban area over the same time period. This investigation provided an initial basis for county and municipal governments seeking to establish hydromodification permitting goals. Drainage Study, Sapphire Development LLC, Riverside County, CA. Project Manager and Principal Investigator. Prepared hydrologic and hydraulic assessments for a proposed 15-lot development located in a one -square mile drainage at the foot of the Santa Ana Mountains. Modeled watershed runoff using HEC-HMS and floodplain/channel flow using HEC-RAS. Watershed was partly developed (lower end) and partly native vegetation (upper, mountainous end); channel was artificial and located cross -gradient on an alluvial fan. Support for the L55 Line Cover and Repair at Channel Crossings, Enbridge Energy, Montgomery County, KS and Lafayette County, MO. Technical Lead. Provided support for Enbridge Energy in the design of pipeline cover repair at two channel crossings. Dr. Coleman lead a team that provided geomorphic and hydraulic assessments of the proposed designs. Included 2-dimensional hydraulic modeling (HEC-RAS) of channel flow conditions under existing conditions and under proposed conditions. Prepared Technical Memo evaluating the results of these assessments to be used as part of the environmental permitting for the repair work. NRG Renewables, Dust Control Memo for the Daggett Solar Energy Project, San Bernardino County, CA. Task Lead. Supported NRG for environmental permitting of a proposed commercial -scale photovoltaic solar energy project on private land in Daggett, CA. A key component of site development, environmental permitting, and facility maintenance will be managing wind-blown materials at the project site. Tetra Tech prepared a Technical Memo evaluating site conditions with respect to climate (including prevailing winds), topography, cover, and potential for detachment and transport of fine particles. Recommendations for likely and viable mitigation measures were also provided. City of Santa Ana 2 6 Jamie Sayre, PE, PHD, QSD/P Hydrology / Hydraulics / Public Outreach / Pre -Design Reports Jaime is an hydrology/hydraulics engineer who specializes in urban watershed management and stormwater remediation. Jaime's experience encompasses over 11 years of work and research in TMDLs and water quality projects. For her doctoral dissertation, she investigated the total maximum daily loads (TMDL) for hydrophobic organic contaminants and performed a cost benefit analysis for reducing stormwater runoff and contamination in the Los Angeles region. Her experience includes conducting water/field sampling, data collection and analysis, laboratory analyses, and experiments to establish TMDLs and baseline conditions for organic contaminants in Ballona Creek and Marina del Rey Harbor polyethylene devices (PEDs) and solid -phase microextraction (SPME). As project engineer for several TMDL special studies and stormwater projects in Los Angeles, Jaime led the technical development of the projects, authored technical reports, performed quality assurance/quality control reviews, and conducted data analyses. Jaime has managed and led teams to provide public and private sector clients with quality products. Most recently, Jaime led the Lower LA River Revitalization Plan, a complex project consisting of the development of a visionary, community -based revitalization plan for the 19-miles of the Los Angeles River, from Vernon to Long Beach. Through -out her career, Jaime has managed complex projects within Southern California with high political and environmental stakes, and is an expert facilitator of communication among clients, subcontractors, and personnel; and regulatory compliance issues. Automated Stormwater Monitoring System, Phases I and II, As -Needed Urban Runoff and Stormwater Quality Engineering Services, County of Los Angeles Department of Public Works, Los Angeles, California. Project Engineer. This project evaluates the Los Angeles County Flood Control District (LACFCD) Stormwater Monitoring Program and the design of a telemetry system to receive and process real-time data from various field monitoring locations within various flood control channels and creeks. The project also includes designing a pilot program of the system that demonstrates the system capabilities at the LACFCD's seven Mass Emission stations and up to 12 tributary monitoring stations. Jaime was responsible for writing sections of the technical reports, conducting data analyses, reviewing designs and specifications, and conducting site visits. 27 TETRA TECH City of Los Angeles, Bureau of Sanitation, TOS SN-61 Specialized Services for the Generation of CIMP Data, Project Manager. Project Manager. Ms Sayre leads a team of engineers and designers to design and implement the installation of automated sampling equipment for 25 stations within the 4 major watersheds. Her team is also supporting LASAN with CIMP monitoring services, equipment acquisition, site investigation, permit coordination with the Los Angeles County Flood Control District and United States Army Corp of Engineers, installation services, and development of flow -rating curves. City of Santa Clarita, Coordinated Integrated Monitoring Program (CIMP) for the Upper Santa Clara River (USCR) Watershed, Project Manager. Ms Sayre leads a team of technicians, scientists, and engineers to implement the USCR CIMP on behalf of the USCR Watershed Management Group (i.e., the City of Santa Clarita, the County of Los Angeles, and the Los Angeles County Flood Control District). The USCR CIMP monitoring locations consist of both receiving water and outfall monitoring locations, which are sampled during both dry and wet weather conditions. Monitoring satisfies LA Regional MS4 Permit requirements, including compliance with adopted TMDLs for bacteria, nitrogen, chloride, and trash. USCR CIMP reporting includes data analysis and development of regular post - event monitoring reports, semi-annual reports using specified CEDEN templates, and Annual Reports according to Los Angeles RWQCB templates. City of Malibu, CIMP for the North Santa Monica Bay Coastal Watersheds (NSMBCW). Project Manager. Ms Sayre leads a team of technicians, scientists, and engineers to implement the NSMBCW CIMP on behalf of the NSMBCW Watershed Management Group (i.e., the City of Malibu, the County of Los Angeles, and the Los Angeles County Flood Control District). The NSMBCW CIMP monitoring locations consist of both receiving water and outfall monitoring locations, which are sampled during both dry and wet weather conditions. Monitoring satisfies LA Regional MS4 Permit requirements, including compliance with adopted TMDLs for bacteria, PCBs/DDT, and trash. NSMBCW CIMP reporting includes data analysis and development of regular post -event monitoring reports, semi-annual reports using specified CEDEN templates, and Annual Reports according to Los Angeles RWQCB templates. AB 530 Lower Los Angeles River Revitalization Plan, Vernon to Long Beach, CA, 2016-Ongoing. Deputy Project Manager. This project consists of the development of a visionary, community -based revitalization plan for the 19-miles of the Los Angeles River, from Vernon to Long Beach. The project is being developed in response to Assembly Bill 430, which requires the development of the Lower Los Angeles River Working Group and the development of a revitalization plan that addresses the unique and diverse needs of the Lower Los Angeles River. Jaime is responsible for the daily management activities, client coordination, preparing technical documentation for the Working Group and committees in order to assess the multiple facets of the revitalization plan and the implementation of a robust Community Engagement Program. Groundwater System Improvement Study, City of Los Angeles, Department of Water and Power, Los Angeles, California. Deputy Project Manager/Project Engineer. This $11.5M project involves installing and sampling new monitoring wells, determining constituents of concern, evaluating the City's groundwater delivery system, and implementing projects that will restore the contaminated groundwater in the San Fernando Basin (SFB). The final study will provide realistic and economically viable recommendations on groundwater system improvement projects that will maximize the pumping capacity of the groundwater supply in the SFB. City of Santa Ana 2!ff 8 Elva Pangilinan, PE, ENV SP, CDT Pre -Design Reports / Civil Site Design Ms. Pangilinan has been a member of the Tetra Tech team for twelve years and has extensive and relevant experience in designing and preparing improvement plans for both municipal and federal projects. She is also experienced with performing various hydrology studies and preparing reports. She has gained knowledge in Best Management Practices (BMP) and Low Impact Development (LID) implementation through her involvement in several important Proposition "O" projects for the City of Los Angeles and various stormwater capture projects throughout Southern California. Additionally, Ms. Pangilinan is a Construction Documents Technology (CDT) Certified Professional, as well as a certified EnvisionTM Sustainability Professional. Ms. Pangilinan has comprehensive knowledge in the use ofAutoCAD Civil 3D, Bentley FlowMaster, HY-8 by the Federal Highway Administration, and Water Surface Profile Computation Program (WSPG) by the Los Angeles County Flood Control District. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Design Engineer. Responsible for preparation of final plans, specifications, and estimates and for design of the site improvements, storm drain system, and irrigation system to ensure the project meets regulatory requirements. Tetra Tech provided feasibility, conceptual and detailed design services to prepare final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi -chambered storage/infiltration facility. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Santa Monica Clean Beaches Project for Pier and Pico-Kenter Watersheds, City of Santa Monica, Santa Monica, CA. Civil Engineer. Responsible for the design of the site improvements, diversion structure, pretreatment, underground storage reservoirs, and piping systems. The r• • TETRA TECH objective of the project is to improve Santa Monica beach water quality by increasing the diversion capacity at the Santa Monica Pier and Pico-Kenter storm drain outfalls. The 85th percentile storm event volume would be treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMURRF) or the sanitary sewer. The project proposes storm drain diversion and runoff storage systems at two separate storm drain outfalls. Culver Boulevard Stormwater Infiltration and Retention Project, City of Culver City, CA. Design Engineer. Responsible for preparation of design specifications for this multi -beneficial stormwater regional project. Tetra Tech was recently selected by the City of Culver City to provide design services to incorporate an infiltration gallery under a newly reconstructed raised median along Culver Boulevard. The project will also include retention basins to reuse captured stormwater runoff and urban runoff to irrigate local landscape medians within the project area. The overall landscape design of this project will include green elements such as bioswales along the raised median and adjacent roadways to further promote stormwater pollution prevention education Caruthers Park Stormwater and Urban Runoff Capture Project, City of Bellflower, Bellflower, CA. Design Engineer. Providing engineering design support for this Caltrans funded stormwater capture project. Tetra Tech is providing a Project Engineering Study Report (PESR) that includes all necessary analyses to provide a recommendation for regional stormwater capture treatment and implementation. The analysis identifies the existing site hydrology, water quality, and hydraulics to determine an optimal combination of the inflow rate, storage volume, and outflow. The Caruthers Park Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands will pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. It is anticipated that the system will use active controls to monitor the weather conditions and empty the facility through a secured cloud -based system. This project will help the City comply with their bacteria and metals TMDL, while providing additional benefits of potable water offset and park revitalization. Adventure Park Multi -Benefit Stormwater Capture Project, County of Los Angeles Department of Public Works, Whittier, CA. Design Engineer. Providing engineering design support for the development of 30% design plans for a 21.5-acre-foot regional stormwater capture BMP. Tetra Tech is currently preparing a preliminary design concept report which will include the 30% design level documents. The primary goal of the project is to implement watershed control measures and structural Best Management Practices (BMPs) to address the water quality objectives for the region while incorporating additional project benefits such as Low Impact Development (LID) measures and sustainable landscaping in the park. This project is a major step towards implementing the Upper San Gabriel River (USGR) Watershed Management Area Group's Enhanced Watershed Management Program (EWMP). The goal of this project is to prepare preliminary design reports which will include 30% design level documents, and that could be utilized to support grant funding application and/or supporting information for a design -build solicitation package. City of Santa Ana 2f 0 Chung -Chen Yen, PE, PHD Hydrology / Hydraulics Dr. Yen has more than 30 years of experience in the field of water resources engineering, specializing in hydrology, hydraulics, and groundwater modeling. His work experience includes rainfall analysis, rainfall -runoff modeling, detention basin flood routing analysis, floodplain evaluations and mapping, and drainage facility deficiency and mitigation studies. He has extensive knowledge of local hydrology procedures for Southern CA counties including the County of Orange, County of Los Angeles, County of San Bernardino, County of Riverside, County of San Diego and County of Ventura. Chung -Chen has been involved in the implementation of the San Diego County 2003 hydrology manual procedures for Advanced Engineering Software. Chung -Chen has extensive hands-on experience in applying HEC-1, HEC-HMS, HEC-2, HEC-RAS, HEC-GeoRAS, WSPG, HEC-SSP, HEC-FDA, and other hydrology/hydraulic computer programs on various studies and projects. Dr. Yen has been continuously involved in numerical analysis and model development. He is the co-author of the U.S.G.S. DHM (Diffusion Hydrodynamic Model) and co-author of various papers on the development and application of the Complex Variable Boundary Element Method. Master Plan of Drainage, City of Santa Ana, CA. Project Engineer. Dr. Yen was the Project Engineer on this drainage study. The efforts involved setting up the hydrologic link -node models, developing multiple storm events hydrology with deficiency and mitigation analysis of the existing storm drain systems, and cost analysis for the proposed storm drain system. Master Plan of Drainage, City of Laguna Beach, CA. Project Engineer. Dr. Yen was the Project Engineer on this drainage study. The efforts involved setting up the hydrologic link -node models, developing multiple storm events hydrology with deficiency and mitigation analysis of the existing storm drain systems, and cost analysis for the proposed storm drain system. Master Plan of Drainage, City of Yucaipa, CA. Project Engineer. Dr. Yen was the Project Engineer on this drainage study. The efforts involved setting up the hydrologic link -node models, developing multiple storm events hydrology with deficiency and mitigation analysis of the existing storm drain systems, and cost analysis for the proposed storm drain system. 21 TETRA TECH 0 Master Plan of Drainage, City of Los Angeles, CA. Project Engineer. Dr. Yen was the Project Engineer and Consulting Engineer on this drainage master plan. The efforts involved setting up the hydrologic link -node models and developing 10-, 25-, and 50-year storm events hydrology. 1-5/Empire Avenue Interchange — Stormwater Pump Station and Storm Drain PS&E, Caltrans, Burbank, CA. Project Engineer. Dr. Yen is the project engineer in charges of hydrology and hydraulic study. The project includes a new storm drain system and a pump station to collect and convey the runoff from the proposed Empire Avenue undercrossing. In addition, the existing storm drain system along the Empire Avenue need to be relocated and reconnected to the existing storm drain system downstream of the project site. Aliso Creek - Limekiln Creek Restoration Project, City of Los Angeles Los Angeles Bureau of Engineering, Los Angeles, CA. Project Engineer. Dr. Yen is the project engineer in charges of hydraulic study. The proposed project includes two diversion structures and two storm drain systems along the Aliso Creek and Limekiln Creek channels to divert flows unto three proposed bioretention basins. Vista Del Monte CLOMR Application, City of Desert Hot Springs, Riverside County, CA. Project Engineer. The proposed development is located at the alluvial fan area of two natural watercourses: the Big Morongo Wash to the northwest and the Little Morongo Wash to the north in the City of Desert Hot Springs. T-year (2-, 5-, 10-, 25-, 50-, 100-, and 500-year) hydrology was developed for both existing and proposed conditions using Riverside County Hydrology Manual procedures. HEC-RAS hydraulic model was used to analyze the existing and proposed channel hydraulics for the Little Morongo Wash and Big Morongo Wash channel. Sediment samples were collected and analyzed for use in the sediment transport analysis. The channel sediment transport was conducted using the USACE SAM Sediment Hydraulic Package for Channel. Due to the uncertainties of alluvial fan flooding, a 2-D FLO-2D hydraulic model was used for 100-year floodplain mapping. The modeling area includes the area from apex of the alluvial fan to downstream of the project site. The conceptual channel improvement plans and flood protection measures with the hydrology and hydraulic/sediment transport reports were submitted and approved by FEMA. Master Plan of Drainage, County of San Diego, CA. Project Engineer. Dr. Yen was the Project Engineer on this drainage pilot project included SDA-5 and SDA-6. The efforts involved setting up the hydrologic link -node models, developing 100-year storm event hydrology with deficiency and mitigation analysis of the existing storm drain systems, cost analysis for the proposed storm drain system, and preliminary detention basin analysis. Master Plan of Drainage, City of Costa Mesa, CA. Project Engineer. Dr. Yen was the Project Engineer and Consulting Engineer on this drainage study. The efforts involved setting up the hydrologic link -node models for existing conditions, developing multiple storm events hydrology, deficiency and mitigation analysis of the existing storm drain systems. Master Plan of Drainage, City of Huntington Beach, CA. Project Engineer. Dr. Yen was the Project Engineer and Consulting Engineer on this drainage master plan. The effort involved setting up the hydrologic link -node models. Master Plan of Drainage, City of Fullerton, CA. Project Engineer. Dr. Yen was the Project Engineer on this drainage study. The efforts involved setting up the hydrologic link -node models, developing multiple storm events hydrology with deficiency and mitigation analysis of the existing storm drain systems, and cost analysis. City of Santa Ana 2f 2 Tim Tringaii, QSD/P, QISP Mapping / Sampling / Monitoring / Analysis/ Const. Support Mr. Tim Tringali has more than 17 years of experience assisting federal, state, and local entities develop, implement and manage a variety of water resource programs. Much of his experience includes management of multi -disciplined teams complete storm water compliance projects for the U.S. Air Force, municipalities, and private industry. Mr. Tringali has a strong understanding of the Clean Water Act, as well the California municipal, industrial, and construction storm water permits. Mr. Tringali's experience includes assisting clients identify waters protected under the CWA; interpret water quality standards; monitor and assess stormwater and receiving water quality; assess stormwater BMP effectivenss; investigate the source of pollutant sources; and apply for and comply with National Pollutant Discharge Elimination System permits. Mr. Tringali's noteworthy technical accomplishments include: previously serving as a U.S. EPA contract inspector for California -Wide Phase I Municipal and Industrial Storm WaterAudits; assisting the U.S. Air Force for more than 17 years with its water resources compliance, planning and engineering programs; managing implementation of two Coordinated Integrated Monitoring Programs on behalf of the Upper Santa Clara River and North Santa Monica Bay Coastal Watershed groups; aiding development of the South Orange County Comprehensive Human Waste Source Reduction Strategy; and managing a large surface water quality monitoring program that fulfills requirements for growers enrolled in a regional waiver of Waste Discharge Requirements for Discharges from Irrigated Lands. Coordinated Integrated Monitoring Program (GIMP) for the Upper Santa Clara River (USCR) and North Santa Monica Bay Coastal (NSMBCW) Watersheds. Deputy Project Manager. As Deputy Project Manager, Mr. Tringali leads a team of technicians, scientists, and engineers to implement the USCR and NSMBCW CIMPs on behalf of eact Watershed Management Group. The CIMP monitoring locations consist of both receiving water and outfall monitoring locations, which are sampled during both dry and wet weather conditions. Monitoring satisfies LA Regional MS4 Permit requirements, including compliance with adopted TMDLs for bacteria, nitrogen, chloride, PCB/DDTs, and trash. Mr. Tringali conceptualizes and plans necessary special studies and source investigationsa. CIMP reporting includes data validation and analysis, and regular development of regular post -event monitoring 2!ff TETRA TECH reports, preparation of semi-annual reports using specified CEDEN templates, and preparation of Annual Reports according to Los Angeles RWQCB templates. South Orange County Water Quality Improvement Plan, Monitoring and Assessment Program, Orange County, California. Mr. Tringali led the development of a Monitoring and Assessment Program plan (MAP) and Quality Assurance Program Plan (QAPP) for Orange County. These plans were prepared for the South Orange County Watershed Management Area as partial fulfillment of the requirements of the Regional MS4 N PDES Permit. The MAP is a primary component of the larger Water Quality Improvement Plan developed for the WMA and documents the strategies and methods that Orange County and other Copermittees will use to monitor and assess progress of water quality improvement strategies, and the conditions of receiving waters and discharges from the MS4 under wet weather and dry weather conditions. North Orange County Dry Weather Reconnaisance Monitoring (DWM) Program Assessment, Orange County, California, 2019. Mr. Tringali supported technical evealuation of the County's DWM Program and provided recommendations to improve its effectiveness and efficiency, particularly for the Permittee's illicit discharge detection and elimination (IDDE) Program. Mr. Tringali led or supported other scientists with a variet of data analyses using North Orange County historical data including statistical power analysis, Mann -Kendall trend analysis, and joint/conditional/marginal probability analyses. Based on the results of these analyses, Mr. Tringali assisted with the identification and definition of multiple near- and long-term recommendations to the County's random and targeted outfall monitoring design that would more efficiently assess and track average background characteristics of dry weather discharges in the region, prioritize outfalls for dry weather discharge monitoring, efficiently detect potential ID/ICs, and effectively eliminate ID/ICs. South Orange County Comprehensive Human Waste Source Reduction Strategy (CHWSRS) Work Plan, Orange County, California, 2019. Mr. Tringali supported technical tasks related to Tetra Tech's development of the CHWSRS Work Plan, which guides stakeholder efforts to reduce pathogen health risk in the South Orange County Watershed Management Area (SOC WMA). Specifically, Mr. Tringali helped to conceptualize a strategy for prioritizing hundreds of stormwater outfall catchment areas based on existing information such as pipe condition, history of sanitary sewer overflows, receiving water impairments, relevant TMDL segments, etc. He also led the development of human waste source investigation strategy which included a "tool box" of indicators (physical, chemical, bacterial, and viral) for tracking potential sources of human waste. A primary focus of the source investigation strategy presented in the Work Plan included leveraging currently available molecular techniques, including droplet digital polymerase chain reaction (PCR) and real-time quantification PCR, to identify and track human biomarkers (i.e., HF183). Mr. Tringali worked with academia to define a set of action levels and triggers applicable at differing phases of a source investigation. The Work Plan was ultimate submitted and approved by the San Diego Regional Water Quality Control Board. Marine Terminal Stormwater Monitoring Program, San Diego Unified Port District, San Diego, CA (2019-Present). Mr. Tringali led development of a strategic stormwater monitoring program that will be used for assessing the effectiveness of the Port's Stormwater Management Program according to effectiveness requirements of the San Diego Water Board's Regional MS4 Permit. The monitoring plan includes multiple sample collection methods (grab, flow -weighted composites, pollutographs) to address a range of objectives. It also includes assessments across multiple temporal (e.g., single storm, seasonal, multi -year) and spatial scales (e.g., catch basin, tenant lease, terminal -wide) that will ultimately drive adaptive management in the direction of the Port's stated goals. City of Santa Ana 2 4 Mazen Kassar, PE Electrical / Control Design Mr. Kassar has more than 28 years of experience in electrical engineering and industry standard that include electrical engineering staff management, project management, construction management and supervision, water and wastewater treatment, petro-chemical design, and environmental soil and groundwater treatment. His background includes designing medium and low voltage power distribution, designing instrumentation, control systems and SCADA systems for a wide -variety of projects, and the installation of electrical systems for remediation projects, including soil vapor extraction systems and groundwater pump -and -treat systems. Other experience includes, working with utility companies to provide new electrical service to new projects, working with local Building and Safety Departments to obtain Plan Check and construction permits, field trouble shooting of electrical and mechanical systems, system commissioning and startup, problem solving, and managing an operation and maintenance department. He has strong knowledge in MS Office and AutoCAD. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Electrical Engineer. Mr. Kassar was responsible for providing electrical engineering design services in support of preparation of final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Arno channel through a pre- treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi- chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Electrical Engineer. Mr. Kassar was responsible for providing electrical engineering design services in support of preparation of final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and "3 0 TETRA TECH develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Santa Monica Clean Beaches Initiative, City of Santa Monica, Santa Monica, CA. Electrical Engineer. Mr. Kassar was responsible for providing electrical engineering design services in support of site improvements, a diversion structure, pretreatment, underground storage reservoirs, and piping systems for this stormwater management project. The project objective is to improve Santa Monica Beach water quality by increasing the diversion capacity at the Santa Monica Pier and Pico-Kenter storm drain outfalls. The 85th percentile storm event volume would be treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMURRF) or the sanitary sewer. The project proposes storm drain diversion and runoff storage systems at two separate storm drain outfalls, routed to two subsurface storage areas. 1.6 million gallons will be stored at the historical Deauville Beach Club site and an additional 80,000 gallons will be stored at the Pico-Kentor storm drain outfall. Carriage Crest Stormwater and Runoff Capture Project, Sanitation Districts of Los Angeles County, Carson, CA. Electrical Engineer. Mr. Kassar is providing electrical engineering design services in support of preparation of plans, specifications and estimates. Carriage Crest Park was identified in the Enhanced Watershed Management Program (EWMP) as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. The project components include a diversion structure to divert water from an existing storm drain system, a pretreatment structure to remove debris from the runoff, an underground structure to capture and store the stormwater prior to being discharged back into the existing storm drain system, and a rehabilitated park surface. Design objectives are to eliminate dry - weather flow from the adjacent channel and to maximize wet -weather pollutant capture. Crooke Reservoir Electrical Upgrade, City of Santa Ana, Santa Ana, CA. Electrical Engineer for the design of the replacement of the existing motor control panels and switchboards for Crooke Reservoir pump station, Well 27 and Well 28. Maxine Lift Station Bypass Connection Project, City of Santa Ana, Santa Ana, CA. Electrical Engineer. The purpose of the Maxine Lift Station Bypass Connection Project was to install a connection on the existing force main that would allow the City to bypass sewer flows around the existing lift station utilizing a portable pump from the existing wet well to the force main. Managed the electrical power system studies which included load flow, short circuit, and arc flash calculations City of Santa Ana 2f 6 Dan Helt, PE, PLS Land Surveying Mr. Helt is experienced in both civil engineering and land surveying aspects of construction and land development projects. He has designed and prepared both small and large federal, municipal, commercial, and residential grading and drainage plans, as well as utility plans and project associated public improvement plans. Mr. Helt has prepared a variety of hydrology and hydraulic documents for review of analysis and compliance with codes and standards. He has prepared and reviewed specifications, calculations and other basis of design documents. Mr. Helt has performed field boundary and topographic surveys, as well as construction staking, certification and monitoring, and ALTA/ ACSM surveys. He has considerable experience researching boundary and chain of title information, and preparing legal descriptions. Mr. Helt has extensive knowledge in the use ofAutodesk's Civil 3D software for both conceptual and detailed design studies, as well as the production of construction plan sets. He also has significant experience using for flow modeling and storm routing and HEC-RAS, USEPA SWMM and Storm and Sanitary Analysis for stormwater system design and modeling. Caruthers Park Stormwater and Urban Runoff Capture Project, City of Bellflower, Bellflower, CA. Survey Manager. Mr. Helt oversaw survey services for this Caltrans funded stormwater capture project. Tetra Tech is providing a Project Engineering Study Report (PESR) that includes all necessary analyses to provide a recommendation for regional stormwater capture treatment and implementation. The analysis identifies the existing site hydrology, water quality, and hydraulics to determine an optimal combination of the inflow rate, storage volume, and outflow. The Caruthers Park Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands will pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. 27 TETRA TECH 0 Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Survey Manager. Mr. Helt oversaw survey services for this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Survey Manager. Mr. Helt oversaw survey services for this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Aliso Creek — Limekiln Creek Restoration Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Survey Manager. Mr. Helt oversaw survey services for this project, located at the confluence of the concrete lined Aliso and Limekiln Creek flood channels. The project improvements involve constructing several stormwater Best Management Practices (BMPs) intended to treat on -site and off -site runoff and reduce contamination in Aliso Creek, Limekiln Creek, and the Los Angeles River. The proposed BMPs include low flow channel diversions, stormwater pump stations, stormwater pre-screening devices, bioswales, vegetated detention/retention basin, the restoration of upland, riparian habitat, and BMP educational signage. The goal of the project is to significantly reduce the pollutant loads, as well as transform a specifically built flood control facility into a multi -function green infrastructure facility. The project will also be designed to achieve a Platinum Envision Rating. Albion Riverside Park Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Survey Manager. Mr. Helt oversaw survey services for the Albion Riverside Park Project. Tetra Tech provided design and construction support services for this project located adjacent to the Los Angeles River, which involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low- income neighborhoods. In addition, the City is using the redeveloped property to increase the current capacity for managing stormwater runoff. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. In addition, the project is being designed to achieve a Platinum EnvisionTm rating. City of Santa Ana 2 Tim Joyce, PE Mechanical Design Mr. Joyce has more than 25 years of experience in planning, conceptual design, final design, and construction management of municipal, environmental, and civil engineering projects. Throughout his career, he has been directly involved in the management, design and construction of pipelines, collection systems, and stormwater treatment systems. He has designed stormwater conveyance and treatment facilities for flow rates ranging from 0.1 cfs up to 175 cfs. Carriage Crest Stormwater and Runoff Capture Project, Sanitation Districts of Los Angeles County, Carson, CA. Senior Engineer. Mr. Joyce was responsible for preparing the plans, specifications and estimates, for the pump station design. Carriage Crest Park was identified in the Enhanced Watershed Management Program (EWMP) as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. The project components include a diversion structure to divert water from an existing storm drain system, a pretreatment structure to remove debris from the runoff, an underground structure to capture and store the stormwater prior to being discharged back into the existing storm drain system, and a rehabilitated park surface. Design objectives are to eliminate dry -weather flow from the adjacent channel and to maximize wet -weather pollutant capture. Albion Riverside Park Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Senior Project QA/QC Reviewer. The project was located adjacent to the Los Angeles River, involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low income neighborhoods. In addition, the City is using the redeveloped property to increase the current capacity for managing storm water runoff. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. Lakewood Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Design Lead. Responsible for overall pump station design. Tetra Tech was contracted by the City of Lakewood to evaluate two potential site locations for the development of the Lakewood Stormwater and Runoff Capture Project: Mayfair Park site and the Bolivar Park site. Tetra Tech provided a Project Engineering Study 25F-69 TETRA TECH 01, Report (PESR) that represents 10% design completion level and describes the evaluation of the two sites with all site investigation, hydrology and hydraulic, and water quality data and analyses to provide a recommendation for site selection. The project components will include a diversion structure to divert water from one of the major flood control channels, a pretreatment structure to remove debris from the runoff, an underground structure to infiltrate or capture the water that will be treated for landscape irrigation use, and a rehabilitated park surface with new picnic areas. The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Currently, Tetra Tech is providing design services to prepare final plans, specifications and estimates for the City. Aliso Creek — Limekiln Creek Restoration Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Senior Project Manager. Responsible for overseeing pre -design and design services for this important Proposition O project. The project is located at the confluence of the concrete lined Aliso and Limekiln Creek flood channels, which merge together in the southern portion of the project site. The project improvements involve constructing several stormwater Best Management Practices (BMPs) intended to treat on -site and off -site runoff and reduce contamination in Aliso Creek, Limekiln Creek, and the Los Angeles River. The proposed BMPs include low flow channel diversions, stormwater pump stations, stormwater pre-screening devices, bioswales, vegetated detention/retention basin, the restoration of upland, riparian habitat, and BMP educational signage. The goal of the project is to significantly reduce the pollutant loads, as well as transform a specifically built flood control facility into a multi -function green infrastructure facility. The project will also be designed to achieve a Platinum Envision Rating. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. Statewide Stormwater On -call Services, State of California, Department of Transportation (Caltrans), CA. Project Manager for several task orders for an on -call stormwater services contract with Caltrans. The engineering services for the task orders include hydrology/hydraulic design of treatment Best Management Practice (BMP) pilot projects; reconnaissance studies of new treatment BMPs; preliminary design reports; and plan, specification, and estimate preparation for treatment BMP pilot projects. Temescal Canyon Park Stormwater BMP Project, City of Los Angeles, Bureau of Engineering, Los Angeles, CA. Project Manager. Project Manager for a project to assist the City in compliance with the Santa Monica Bay Beaches Bacteria TMDL near Temescal Canyon Road. The engineering services for the project included concept development, preliminary design, detailed design, construction support, hydrologic analyses for the performance of the facility, site surveying, support of CEQA activities, environmental services, archaeological services, geotechnical explorations, permitting (Coastal, City Building and Safety, Caltrans, and Los Angeles County), and community outreach. Components of the BMP are a 22 million gallons per day (mgd) storm drain diversion structure; a hydrodynamic separator; a 1.25 million gallon detention tank; a 3 mgd pump station; new park playground equipment; new park restrooms; 500 feet of new 36-inch storm drain pipe; 1,000 feet of new 16-inch force main; and rehabilitation of 3,000 feet of existing 16-inch force main that discharges into the sanitary sewer for treatment at the Hyperion Wastewater Treatment Plant. City of Santa Ana 21ff 0 Chris Jansen, PE, LEED GA Cost Estimating Mr. Jansen is a civil engineer whose work primarily consists of stormwater-related projects. His design experience includes utility research, post -construction stormwater Best Management Practices, storm drain improvements and pump station design, hydraulic and hydrologic modeling and design, stormwater capture and use water quality compliance in Los Angeles County, roadway geometrics, construction plan set production, preparation of project specifications, cost estimating, and technical memorandum and report writing. His experience with construction support includes responding to RFls, reviewing shop drawings, and attending construction meetings. Mr. Jansen has comprehensive knowledge in the use of Autodesk's Civil 3D software for both conceptual and detailed design studies, as well as the production of construction plan sets. Mr. Jansen also has experience using the following computer software: ArcGIS, QGIS, EPANET, FlowMaster, HEC-HMS, HEC-RAS, HEC-SSP, HydroCalc, HY-8, WinTR-55, WSPG, XPSWMM, MATLAB, VBA, and Microsoft Office (Excel, PowerPoint, and Word). Culver Boulevard Stormwater Infiltration and Retention Project, City of Culver City, CA. Design Engineer. Provides pump station design support for this multi -beneficial stormwater regional project. Tetra Tech is selected by the City of Culver City to provide design services to incorporate an infiltration gallery under a newly reconstructed raised median along Culver Boulevard. The project also includes retention basins to reuse captured stormwater runoff and urban runoff to irrigate local landscape medians within the project area. The overall landscape design of this project includes green elements such as bioswales along the raised median and adjacent roadways to further promote stormwater pollution prevention education. Bellflower Water Capture Project at Caruthers Park Stormwater and Urban Runoff Capture Project, City of Bellflower, CA. Lead Designer. Design services in the areas of general civil, pipeline hydraulics, pipeline plan and profiles, and landscape irrigation and planting plans. Provides construction support services by responding to RFls, reviewing shop drawings, conducting water treatment equipment inspections, and attending weekly construction meetings. Tetra Tech is contracted to provide pre -design, design, and construction support services for this Caltrans funded stormwater capture project. Tetra Tech is providing a Project Engineering Study Report that includes all necessary analyses to provide a recommendation for regional "� I TETRA TECH I stormwater capture treatment and implementation. The analysis identifies the existing site hydrology, water quality, and hydraulics to determine an optimal combination of the inflow rate, storage volume, and outflow. The Caruthers Park Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. This project will help the City comply with their bacteria and metals TMDL, while providing additional benefits of potable water offset and park revitalization. Lakewood Stormwater Capture and Infiltration Project at Mayfair Park, City of Lakewood, CA. Design Engineer. Assesses the influent water quality and develops sampling protocols for the stormwater harvesting system at Mayfair Park. Tetra Tech is contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline conveys the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). Lakewood Stormwater Capture and Infiltration Project at Bolivar Park, City of Lakewood, CA. Design Engineer. Assessed the influent water quality and developed sampling protocols for the stormwater harvesting system at Bolivar Park. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consisted of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline conveyed the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir was treated and used to irrigate the park's landscaped areas. The system monitors the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). Design Services for the Silver Lake Reservoir Stormwater Capture Project, MARRS Services Inc., City of Los Angeles Bureau of Engineering, CA. Lead Designer. Provided hydrology and hydraulics design support services, including delineating drainage areas where stormwater could be feasibly captured and routed to the existing Silver Lake and Ivanhoe Reservoirs, defining preliminary pipe alignments and structure locations (catch basins, manholes, and pretreatment devices) based on flow paths and existing utility locations, drafted exhibits to include as supporting figures in a Project Engineering Study Report (PESR), and wrote a PESR that summarizes these findings. The existing Silver Lake and Ivanhoe Reservoirs are located in the neighborhood of Silver Lake in the City of Los Angeles. These reservoirs relied on potable water to maintain a constant water surface elevation that would otherwise decrease due to evaporation losses and leaks. This project proposed to capture and route stormwater to these reservoirs to offset potable water demands. City of Santa Ana 2f 2 Jeff Atijera, PE Construction / Post -Construction Support Mr. Atijera has 18 years of experience in civil and structural engineering. His direct experience includes preparation of design documents for foundation design, retaining structures, grading and drainage, hydrology, and seismic design for residential, commercial, and educational facilities, as well as seismic retrofit for existing facilities. Mr. Atijera has comprehensive knowledge of AutoCAD 2016, Civil 3D, Enercalc, RISA 3D and various modeling and analysis software to address complex engineering issues. He is thoroughly experienced in construction support which includes interpretation of contract documents, construction observation, submittal and schedule reviews, review of field change orders, and testing and inspection procedures. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Construction Support. Tetra Tech provided feasibility, conceptual and detailed design services to prepare final plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi -chambered storage/infiltration facility. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Santa Monica Clean Beaches Project for Pier and Pico-Kenter Watersheds, City of Santa Monica, Santa Monica, CA. Construction Support. The objective of the project is to improve Santa Monica beach water quality by increasing the diversion capacity at the Santa Monica Pier and Pico-Kenter storm drain outfalls. The 85th percentile storm event volume would be treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMURRF) or the sanitary sewer. The project proposes storm drain diversion and runoff storage systems at two separate storm drain outfalls. TETRA TECH 0 Caruthers Park Stormwater and Urban Runoff Capture Project, City of Bellflower, Bellflower, CA. Construction/Pre-Construction Support. Providing engineering design support for this Caltrans funded stormwater capture project. Tetra Tech is providing a Project Engineering Study Report (PESR) that includes all necessary analyses to provide a recommendation for regional stormwater capture treatment and implementation. The analysis identifies the existing site hydrology, water quality, and hydraulics to determine an optimal combination of the inflow rate, storage volume, and outflow. The Caruthers Park Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands will pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. It is anticipated that the system will use active controls to monitor the weather conditions and empty the facility through a secured cloud -based system. This project will help the City comply with their bacteria and metals TMDL, while providing additional benefits of potable water offset and park revitalization. Stormwater and Runoff Capture Project at Carriage Crest Park, City of Carson, CA. Construction/ Pre -Construction Support.. Manages the project schedule, quality, and cost on behalf of the City. Provides interpretation of design intent and specification through mediation between the designer and contractor. Tetra Tech was contracted to evaluate the potential site location and develop the stormwater runoff and capture project. In addition, Tetra Tech was also tasked to provide construction management for the project. The project diverts runoff from approximately 1,146 acres in the Dominguez Channel Watershed and discharge captured runoff to the Los Angeles County Sanitation District's Sewer system through a pre-treatment system that removes trash, debris, and sediment, and an underground reservoir that holds 4.39 million gallons (13.5 ac-ft). The diversion will provide a significant water quality benefit to the community by removing stormwater pollutants from the Wilmington Drain an Machado Lake. Construction has commenced and is anticipated to be complete by June 2020. Stormwater and Runoff Capture Project at Mayfair Park, City of Lakewood, CA. Project Engineer. Support during construction consists of submittal reviews, inspection of drainage structures, interpretation of design intent, and specification through RFI's responses, and assisting construction manager in reviewing schedule and change order request. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The detailed design phase has commenced and reached project completion on January 2020. City of Santa Ana 02 I 4 Peter Skopek, GE, PE, PHD Geotechnica Dr. Skopek has executed a variety of geotechnical engineering projects for a broad range of private and public clients. These projects included transportation infrastructure, commercial, industrial, and residential developments, landfill design and redevelopment, design of tailings and earthen dams and reservoirs, deep and shallow foundation design, slope assessment and stabilization design, ground stabilization, design of retaining walls and excavations, liquefaction assessment and geotechnical seismic design, forensic geotechnical engineering, geotechnical review for private and public agencies, performance reviews, geotechnical site investigation, design and implementation of laboratory programs, field inspections, and provision of quality assurance and engineering services during construction. Storm Water Infiltration and Storage Facility — Bolivar Park, Lakewood, California Santa Monica Clean Beaches Initiative. Geotechnical Manager. Dr. Skopek performed a geotechnical investigation, infiltration study, and provided construction inspection services for the storm water storage and infiltration facility constructed at Bolivar Park in the City of Lakewood, California. The invert of the proposed infiltration facilities was at a depth between 14 to 18 feet below the current grade. The facility consists of underground storage chambers which allow percolation of storm water, diverted from the adjacent Del Amo flood control channel, into the subgrade. The project also included drilling, logging, and sampling of 5 hollow stem auger exploratory borings and infiltration tests in 3 percolation borings. California Santa Monica Clean Beaches Initiative, City of Santa Monica, CA. Geotechnical Manager. Dr. Skopek is providing geotechnical design and Construction Quality Assurance (CQA) services to the City of Santa Monica for the Clean Beaches project located in the vicinity of the Santa Monica Pier. The City is in the process of implementing its Clean Beaches project to improve beach water quality and increase the City's drought resilience. Services provided thus far have included site characterization, seismic hazard evaluation, foundation design for the proposed tanks and conveyance pipelines, and shoring design including dewatering considerations for the construction of the proposed facilities. CQA services will include observation of the installation of the shoring system, excavation, subgrade preparation, placement of pipelines, asphalt replacement, and as -built reporting. Multiple On -Site Storm Water Disposal Facilities in Los Angeles and Orange Counties. Geotechnical Manager. Dr. Skopek acted as 21ff5 TETRA TECH the principal engineer or engineer -in -responsible charge for on -site storm water disposal systems in Pomona, Carson, Southgate, Lakewood, La Mirada, Newport Beach, Irvine, and Anaheim. The projects included subsurface investigations, performance of infiltration testing, processing of the data to determine percolation rates for the system design, and results submittal to regulatory agencies and subsequent support of the permitting process. Shoreline Park Athletic Fields, Mountain View, CA. Geotechnical Manager. Dr. Skopek acted as principal geotechnical engineer for the redevelopment of an 11.7-acre closed sanitary landfill located within Shoreline Regional Park into an athletic field facility. The site was required to comply with the landfill closure plan and without encroachment into the existing final cover system or refuse and following applicable regulations to maintain closed landfill status and be suitable for approval by the San Francisco Bay Regional Water Quality Control Board. The project included geotechnical characterization to compile relevant geotechnical data from published sources, utilization of available historic information and aerial photographs, preliminary subsurface investigations, processing collected data, performance of analyses to evaluate various land use scenarios and provision of parameters for grading and foundation design. A special focus was on the governing geotechnical design consideration, which is the prediction of settlement potential across the site. Biola University On -Site Storm Water Disposal Systems Design, La Mirada.Geotechnical Manager. Dr. Skopek acted as the principal engineer for the investigation and design of the on -site storm water disposal system was a part of the overall geotechnical support of the construction of a new university North Dormitory building and Health and Science building. Besides the conventional subsurface investigation, the task specific effort included performance of in -hole infiltration testing and interpretation of the percolation rates for the design of the buried "aquifer" storm water infiltration system. Design of Phase II Expansion of Las Pulgas Landfill, Camp Pendleton, near Oceanside. Geotechnical Manager. Dr. Skopek acted as the lead design engineer for this extensive project included provision of design, permitting, and construction quality control services. The uniquely relevant component of this project design, oversight and regulatory reporting of the test pad with Sealed Double - Ring Infiltrometer (SDRI), and oversight of field testing and CQA support during the construction including compaction, and BAT Permeameter and Shelby tube hydraulic conductivity testing for the construction and approval of the clay liner Vandenberg Air Force Base (AFB) Landfill Final Closure, Santa Barbara County, California. Geotechnical Manager. Dr. Skopek acted as the principal geotechnical engineer for the regulatory approval of the final closure of a Class III landfill site with an alternative 4-foot thick evapotranspirative (ET) cover. Services included evaluation of the water retention characteristics and hydraulic conductivity of the borrow soils and sand/clay mixtures, development of sand -clay mixtures of on -site borrow materials for the ET cover construction, water storage assessment to estimate the required minimum ET cover thickness, water balance modeling to demonstrate the performance equivalency between the ET cover and prescriptive landfill cover, parametric studies to evaluate the performance of the ET cover with respect to varied soil and vegetation conditions, development of design and construction recommendations for the proposed ET cover. City of Santa Ana 21ff 6 Fernando Cuenca, GE, PHD Geotechnical Dr. Cuenca's experience in the field of geotechnical engineering includes research on the stability of reinforced embankments incorporating coupled analysis including pore water pressures in unsaturated soils and water flow movement with slope deformations, using finite element formulations. Mr. Cuenca also worked extensively in the implementation of UTEXAS software for slope stability analysis, and to study applications for reinforced soils. He has worked extensively in the design of foundations for several types of structures including Water Treatment Plants, Power Plants, Communication Towers, Bridges and Highways. He has worked in Christchurch, New Zealand after the devastation caused by the series of earthquakes in 2010 and 2011, where he designed seismic resistant foundations for over 1000 dwellings located in different geological strata. He also has significant experience in doing liquefaction assessments and evaluating geologic hazards in highly seismic zones, and has experience in the design of mitigation measures to minimize the impact of adverse conditions in seismic prone areas, including the design of different ground improvement techniques. He also has experience in numerical modelling using finite element software, PLAXIS, and slope stability modelling using GEOSLOPE. Bolivar Park, City of Lakewood. Project Engineer in charge of the geotechnical design of an underground stormwater infiltration and storage facility using precast reinforced concrete units with their associated hydraulic structures and conveyance systems. Provided recommendations for the design of the shoring system for the deep excavations at the site and monitored construction and performance of the shoring system using solider piles and steel plates. Performed all the infiltration testing required for the design of the infiltration facilities at the site. Mayfair Park, City of Lakewood. Project Engineer in charge of the evaluation of the infiltration characteristics of the subsurface materials and the geotechnical design of stormwater storage system. In addition, a field feasibility study was conducted to study the possibility of using injection wells at the site. Performed the infiltration testing to assess the suitability of the site. Carriage Crest Park, City of Carson. Project Engineer in charge of the geotechnical design of a large underground stormwater storage tank, shoring design, and pipeline conveyance design. 21ff7 TETRA TECH 0 Alondra Park Project, Redondo Beach. Project Engineer in charge of the geotechnical design of an underground stormwater and infiltration facility at the site. In addition, the feasibility of using injection well at the site is being studied. Clean Beaches, City of Santa Monica. Project Engineer in charge of the geotechnical design of two underground stormwater storage tanks with their associated conveyance systems. Other tasks included the design of the shoring and dewatering system for the site and performing CQA operations at the site during installation of the shoring, and excavation. Caruthers Park, City of Bellflower. Project Engineer in charge of the infiltration testing using large diameter boreholes and geotechnical exploration for the design of large stormwater infiltration and storage underground vaults, including foundation design for diversion structures, pump stations, and pretreatment units. URP Pit No. 2, Irwindale. Project Engineer in charge of the reclamation of the U PR Pit No. 2, performing stability evaluations of the mining walls and backfill slopes, establishing compliance of the filling process with the approved Fill Operations Plan. URP Olive Pit, Irwindale. Project Engineer in charge of the design of the access road to provide access to the reclamation of the pit. The access road was designed as a reinforced slope with multiple layers of geogrids to minimize footprint and maximize available mining area. LA River Watershed Management Program, Gateway Cities. Project Engineer in charge of the infiltration assessment of different locations for the design of capture and infiltration BMP facilities within the LA River watershed. Port of Long Beach, Long Beach, CA. Project Engineer entrusted with the design of pile foundations for Pier 300. Challenges included design of the pier considering the possibility of surface fault rupture. US Corps of Engineers (USACE), USA. Project Engineer in charge of performing certification inspections for different levee projects, dams, retarding basins, spreading basins, throughout Orange County and LA County. Evaluating the stability and performance of levees and dams under different hydraulic loadings and seismic conditions. USA Air Force, Long Range Discrimination Radar Station Design Review. Project Engineer in charge of reviewing the foundation design and seismic performance of a long-range discrimination radar station in Alaska. Space Rocket Launch Facilities, Georgia. Project Engineer in charge of the evaluation of the effect of vibrations induced by space rocket launching on nearby facilities. Arroyo Chico Channel, Tucson, Arizona. Project Engineer in charge of the geotechnical design of channel improvements including a new U channel formed with side retaining walls and an open soft bottom. The design included provisions for installation of a special shoring system near existing buildings. Design was in conformance with USACE design guidelines. City of Santa Ana 2 Eric Martin, PE Utility Research Mr. Martin has seven years of experience in civil engineering design for municipal, federal and private sector projects including preparation of site plans, street and storm drain improvements, grading plans, and utility plans. His experience includes providing hydrologic drainage analysis and design for Low Impact Development (LID) projects,and hazardous waste containment and treatment systems. Mr. Martin has comprehensive knowledge in the use of AutoCAD Civil 3D, WaterCAD, Bentley FlowMaster, HEC-RAS, and AutoCAD Storm and Sanitary Analysis. Bolivar Park, Stormwater and Runoff Capture Project, City of Lakewood, CA. Design Engineer. Prepared plans, specifications and estimate for the development of a stormwater capture and treatment project. Included existing utility analysis and production of engineering plans related to the design of a stormwater diversion and infiltration system consisting of a diversion structure, pre-treatment, force main piping system, underground storage and infiltration structure, and overflow return line piping to the storm drain system. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air - inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pretreatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi- chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The project not only helped the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provides additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Carriage Crest Park Stormwater Capture and Treatment, City of Carson, CA. Design Engineer. Production of conceptual improvement plans, conducting site specific feasibility studies related to improvements on existing stormwater infrastructure for the proposed diversion, treatment and collection system. Carriage Crest Park is identified in the Enhanced Watershed Management Program as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. The TETRA TECH y"L project components include a diversion structure to divert water from an existing storm drain system, a pretreatment structure to remove debris from the runoff, an underground structure to capture and store the stormwater prior to being discharged back into the existing storm drain system, and a rehabilitated park surface. Design objectives are to eliminate dry -weather flow from the adjacent channel and to maximize wet -weather pollutant capture. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, CA. Design Engineer. Responsibilities include existing utility analysis and production of engineering plans related to the design of a stormwater diversion and infiltration system, and the civil engineering plans, including erosion control, demolition, grading and drainage, and horizontal control for the underground and surface improvements to Mayfair Park. Tetra Tech is contracted to evaluate this potential site location and develop this stormwater runoff and capture project. The project consists of an airinflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre-treatment system to remove trash, debris, and sediment. A drainage pipeline will convey the water into a large, buried multi -chambered storage and filtration facility. The stormwater collected in the underground reservoir will be treated and secured cloud based system. The underground storage system is 4.5 million gallons (13.8 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Caruthers Park Stormwater and Urban Runoff Capture Project, City of Bellflower, CA.. Design Engineer. Contributing to the pre -design and design services for this Caltrans funded stormwater capture project. Tetra Tech is providing a Project Engineering Study Report that includes all necessary analyses to provide a recommendation for regional stormwater capture treatment and implementation. The analysis identifies the existing site hydrology, water quality, and hydraulics to determine an optimal combination of the inflow rate, storage volume, and outflow. The Caruthers Park Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands will pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. It is anticipated that the system will use active controls to monitor the weather conditions and empty the facility through a secured cloud -based system. This project will help the City comply with their bacteria and metals TMDL, while providing additional benefits of potable water offset and park revitalization. Alondra Park Multi -Benefit Stormwater Capture Project, Los Angeles County Department of Public Works, Los Angeles, CA. Design Engineer. Contributed to the topographic survey and development of 30% design plans for a 30+ acre-foot regional stormwater capture BMP. Tetra Tech was contracted to develop a Preliminary Concept Report for the design of a multi -benefit stormwater capture project identified in the Enhanced Watershed Management Program for the Dominguez Channel Watershed Management Area. Tetra Tech provided a geotechnical evaluation of the project site and determined the maximum potential drainage area that could be captured. Several BMP size options were developed, and recommendations were provided for the BMP location, type, and size of pre- treatment systems and diversion structures for each option. City of Santa Ana 2f 0 Mike Olsen, PE Structural Design Mr. Olsen has been a part of the Tetra Tech team for nine years and contributes his extensive structural engineering knowledge from his involvement in municipal, industrial and federal projects. He has completed a variety of projects varying in size and funding for both public and private entities. Mr. Olsen's experience includes design, analysis, detailing and construction in structural engineering. He is knowledgeable in reinforced concrete, pre- and posttensioned concrete, reinforced masonry, steel and timber construction for a variety of building and infrastructure projects including reservoirs, water/wastewater treatment facilities, pump stations, bridge, buried concrete vaults, pipeline structures, bridges, as well as seismic retrofit of existing structures. Mr. Olsen has extensive working knowledge of the California Building Code (CBC), International Building Code (IBC) and their application to civil and structural engineering projects. Mr. Olsen is experienced with a variety of design software programs including RISA-31D, RISA Foundation, RISA Floor, ENERCALC SEL, L-PILE, Retain Pro and Hilti PROFIS Anchor. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Structural Design Engineer. Providing design phase services including plans, specifications and estimates. Tetra Tech was contracted to evaluate the potential site location and develop this stormwater runoff and capture project. The project consists of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Arno channel through a pre- treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi- chambered storage/infiltration facility. The stormwater collected in the underground reservoir will be treated and used to irrigate the park's landscaped areas. The system will monitor the weather conditions and the facility through a secured cloud -based system. The underground storage system is 2.8 million gallons (8.7 ac-ft). The goal of the project is to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. Santa Monica Clean Beaches Initiative for Pier and Pico-Kenter Basins, City of Santa Monica, Public Works Department, Santa Monica, CA. Structural Design Lead. Responsible for the design of the site improvements, diversion structure, pretreatment, underground storage reservoirs, and piping systems. The project objective is to TETRA TECH improve Santa Monica Beach water quality by increasing the diversion capacity at the Santa Monica Pier and Pico-Kenter storm drain outfalls. The 85th percentile storm event volume would be treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMU RRF) or the sanitary sewer. The project proposes storm drain diversion and runoff storage systems at two separate storm drain outfalls, routed to two subsurface storage areas. 1.6 million gallons will be stored at the historical Deauville Beach Club site and an additional 80,000 gallons will be stored at the Pico-Kentor storm drain outfall. Albion Riverside Park Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Structural Design Engineer. Providing design and construction support services for Albion Riverside Park. The project, located adjacent to the Los Angeles River, involves transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low-income neighborhoods. In addition, the City is using the redeveloped property to increase the current capacity for managing stormwater runoff. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. In addition, the project is being designed to achieve a Platinum EnvisionTm rating. Mr. Olsen is responsible for the design of North Spring Street and Childcare ADA ramps that utilized both soldier pile walls and conventional reinforced concrete retaining walls. Carriage Crest Stormwater and Runoff Capture Project, Sanitation Districts of Los Angeles County, Carson, CA. Structural Design Lead. Mr. Olsen is leading structural related design and retrofit facilities for Carriage Crest Park, which was identified in the Enhanced Watershed Management Program (EWMP) as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. The project components include a diversion structure to divert water from an existing storm drain system, a pretreatment structure to remove debris from the runoff, an underground structure to capture and store the stormwater prior to being discharged back into the existing storm drain system, and a rehabilitated park surface. Design objectives are to eliminate dry -weather flow from the adjacent channel and to maximize wet -weather pollutant capture. Caruthers Park Stormwater and Urban Runoff Capture Project, City of Bellflower, Bellflower, CA. Structural Design Lead. Mr. Olsen was responsible for leading the structural design elements, including the new treatment building facility, diversion structure, drop inlet structure and comprehensive specifications for the underground stormwater storage tank for the 90% design plans. Tetra Tech is providing a Project Engineering Study Report (PESR) that includes all necessary analyses to provide a recommendation for regional stormwater capture treatment and implementation. The analysis identifies the existing site hydrology, water quality, and hydraulics to determine an optimal combination of the inflow rate, storage volume, and outflow. The Caruthers Park Project consists of a gravity diversion from two separate Los Angeles County Flood Control District storm drain lines; a 72" RCP line that drains 261 acres of the Los Cerritos Channel, and a 38' wide rectangular concrete channel that drains 2,995 acres of the Lower San Gabriel River. The diverted flows pass through a pretreatment system to remove trash, debris, and sediment. The runoff is then passed into a large buried multi -chambered storage/ infiltration facility that will be treated and used to irrigate the park. Flows in excess of the required irrigation demands will pass into the infiltration gallery to be exfiltrated through the soil to eventually combine with the ground water. City of Santa Ana 25 2 Mauricio Argente, RLA, QSD/P Landscape/Irrigation Mr. Argente has more than 29 years of combined landscape/irrigation architecture, planning and engineering management experience in both the public and private sectors. As an avid lifelong cyclist, Mr. Argente has specific expertise in active transportation design and planning, as well as green infrastructure and complete streets. As a Qualified Stormwater Practitioner and Qualified Stormwater Designer, Mr. Argente has current relevant experience with modern water and storm water management practices, including: bioswales, porous concrete, underground reservoirs, recharge systems and "smart" irrigation systems. Bolivar Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Landscape Architect. Mr. Argente assisted in evaluating potential site locations within the park for the stormwater runoff and capture project. The goal of the project was to not only help the City comply with the metals Total Maximum Daily Loads (TMDLs), as presented in the Los Cerritos Channel Watershed Management Program, but also to provide additional benefits, such as revitalized park infrastructure and augmentation of local water supplies. The project consists of an airinflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Del Amo channel through a pre-treatment system to remove trash, debris, and sediment. A pump station and drainage pipeline will convey the water into a large, buried multi -chambered storage/infiltration facility. The stormwater collected in the underground reservoir is treated and used to irrigate the park's landscaped areas. As part of the landscape architecture improvements, the project included new overhead structure and picnic area, new planting areas, and refurbishment of aging flatwork and active recreation areas. Santa Monica Clean Beaches Initiative, City of Santa Monica, Santa Monica, CA. Landscape Architect. Mr. Argente was the Landscape Architect responsible for the design of the site and landscape amenities in support of the project. The project objective is to improve Santa Monica Beach water quality by increasing the diversion capacity at the Santa Monica Pier and Pico-Kenter storm drain outfalls. The 85th percentile storm event volume would be treated and diverted from the Pier watershed to the Santa Monica Urban Runoff Recycling Facility (SMURRF) or the sanitary sewer. The project proposes storm drain diversion and runoff storage systems at two separate storm drain outfalls, routed to two subsurface storage areas. 1.6 million 23 TETRA TECH 41, gallons will be stored at the historical Deauville Beach Club site and an additional 80,000 gallons will be stored at the Pico-Kenter storm drain outfall. Mayfair Park Stormwater and Runoff Capture Project, City of Lakewood, Lakewood, CA. Landscape Architect for a 4.5 million gallons (13.8 ac-ft) underground stormwater capture and storage system. Mr. Argente was responsible for integrating the overall civil and structural engineering solutions into an existing well -used community park. The project consisted of an air -inflated rubber dam diversion system to re -direct all urban runoff and stormwater runoff from the Clark Channel through a pre- treatment system to remove trash, debris, and sediment. A drainage pipeline conveys the water into a large, buried multi -chambered storage and filtration facility all located under the active recreation open space portion of Mayfair Park. Due to the high use and importance of the park to the community, it was important to integrate the stormwater capture project with minimal disruption to the park users and to minimize any loss of use to active recreation. Both goals were achieved. Albion Riverside Park Project, City of Los Angeles Bureau of Engineering, Los Angeles, CA. Landscape Architect. Responsible for overseeing the pre -design services, including the Envision certification process, for the Albion Riverside Park project. The design team provided both design and construction support services. The project, located adjacent to the Los Angeles River, involved transforming a six -acre site, previously used for dairy warehousing and distribution, into a riverfront park and recreational facility that will benefit nearby disadvantaged low-income neighborhoods. In addition, the City used the redeveloped property to increase the current capacity for managing storm water runoff. This important water quality project is part of the City's overall efforts through the Proposition O Bond Program to improve water quality and reduce pollutant loads that are currently being conveyed to the rivers, lakes, and oceans within the greater Los Angeles area. This project was selected as the 2019 Outstanding Park and Recreation Project Award from the American Society of Civil Engineers (ASCE), and earned an Envision Gold Award by The Institute for Sustainable Infrastructure (ISI). Culver Boulevard Stormwater Infiltration and Retention Project, City of Culver City, CA. Landscape Architect. Mr. Argente served as the Landscape Architect for this multi -beneficial stormwater regional project. Selected as a team member by the City of Culver City to provide design services to incorporate an infiltration gallery under a newly reconstructed raised median along Culver Boulevard. The project also includes retention basins to reuse captured stormwater runoff and urban runoff to irrigate local landscape medians within the project area. The overall landscape design of this project will include green elements such as bioswales along the raised median and adjacent roadways to further promote stormwater pollution prevention education. Carriage Crest Stormwater and Runoff Capture Project, Sanitation Districts of Los Angeles County, Carson, CA. Landscape Architect. Mr. Argente provided landscape architecture services for Carriage Crest Park, which was identified in the Enhanced Watershed Management Program (EWMP) as a high -priority site for a regional stormwater capture project due to its proximity to two large storm drains with a total drainage area exceeding 1,100 acres. The project components include a diversion structure to divert water from an existing storm drain system, a pretreatment structure to remove debris from the runoff, an underground structure to capture and store the stormwater prior to being discharged back into the existing storm drain system, and a rehabilitated park surface. Design objectives are to eliminate dry -weather flow from the adjacent channel and to maximize wet -weather pollutant capture. City of Santa Ana 2f 4 Richard Watson Funding Source Support Mr. Watson is a geographer/planner with over 28 years of experience in stormwater quality management, making him a valuable asset in navigating this complex regulatory environment. He has working relationships with stormwater regulators and the regulated community across California and is a frequent speaker at conferences and workshops dealing with implementation of stormwater programs. Mr. Watson has contributed to the development of public policy related to planning, development, environmental management, and water quality. Bolivar Park Stormwater and Runoff Capture Project, Lakewood, CA. Funding Manager. Arranged financing through Caltrans Cooperative Implementation Agreement. Prepared description, scope of work, location, budget, and timeframe for Cooperative Implementation Agreement Reviewed consultant proposals for City Provided project oversight for City Assisted City in working with subcontractor to make necessary adjustments and corrections to ensure proper operation of project Carriage Crest Stormwater and Runoff Capture Project, Carson, CA. Financing Manager. Arranged financing through Caltrans Cooperative Implementation Agreement Prepared description, scope of work, location, budget, and timeframe for Cooperative Implementation Agreement Provided initial project oversight for City. Caruthers Park Stormwater and Runoff Capture Project, Bellflower, CA. Funding Manager. Arranged financing through Caltrans Cooperative Implementation Agreement. Prepared description, scope of work, location, budget, and timeframe for Cooperative Implementation Agreement Reviewed consultant proposals for City and project oversight for City. Mayfair Park Stormwater and Runoff Capture Project, Lakewood, CA. Funding Manager. Arranged financing through Caltrans Cooperative Implementation Agreement. Prepared description, scope of work, location, budget, and timeframe for Cooperative Implementation Agreement Reviewed consultant proposals for City. Holbridge Palmer Park Stormwater and Runoff Capture Project Atherton, CA. Financing Manager. Arranged financing through Caltrans Cooperative Implementation Agreement. Prepared description, scope of work, location, budget, and timeframe for Cooperative Implementation Agreement. Reviewed consultant proposals for City and provided project oversight for City. TETRA TECH 0 Stormwater Funding Options Report, Los Angeles County, CA. Funding Manager. Extensive work related to stormwater funding, including co-authoring the Stormwater Funding Options Report and consulting to a Steering Committee of elected officials in Los Angeles County to pursue recommendations in the Report to help deal with the costs of storm -water program implementation. With the Steering Committee, he contributed to refinements of the County's Safe, Clean Water Program. Multiple Funding Projects, Caltrans, CA. Funding Manager. Secured funding through the Caltrans Cooperative Implementation Agreement Program for five (5) water capture projects and one (1) water treatment project in Los Angeles County. Multiple Funding Projects, Los Angeles County, Los Angeles, CA. Funding Manager / Permit Development. Contributed to development of 2012 Los Angeles County MS4 Permit, including extensive work reviewing draft permit language, participating in Regional Water Board permit workshops, and testifying at Regional Water Board permit hearings. Multiple Grant Proposal Propositions, Los Angeles, CA. Developed concepts and prepared grant proposals for successful Proposition 13, Proposition 40, and Proposition 50 grant projects. Extensive analysis, comment development on the Los Angeles Regional Water Board adopted TMDLs and EPA -established TMDLs, including the Los Angeles River Trash TMDL, the Los Angeles River Metals TMDL, the Los Angeles River Bacteria TMDL, the San Gabriel River Metals TMDLs, the Los Cerritos Channel Metals TMDLs. the TMDLs form Toxic Pollutants in Dominguez Channel and Greater Los Angeles and Long Beach Harbor Waters, and the Long Beach City Beaches and Los Angeles River Estuary Bacteria TMDL Stormwater Policy Development, California Stormwater Quality Association, CA. Funding Manager. Extensive statewide stormwater policy experience through 27 years of participation in the California Stormwater Quality Association (CASQA) and its predecessor organization, including chairing the CASQA Watershed Management & Impaired Waters Subcommittee, membership on the Executive Program Committee and serving on the Board of Directors. Extensive analysis, comment development, and testimony on the State's 303(d) list and the Listing/De listing Policy. Multiple Watershed Management Programs, Multiple Agencies, Throughout California. Experience as a technical consultant to help groups of cities develop Watershed Management Programs and plans for compliance with TMDLs, including preparation of Implementation Plan components, preparation of a detailed Implementation Schedule for implementation of true source control BMPs, and negotiating with the Regional Water Board to receive credit toward compliance for the permittee's efforts in support of SIB 346. City of Santa Ana 2f 6 Marcel Bodsky, RA Architectural Mr. Bodsky has over 30 years' design experience with a variety of building types and clients. His experience designing multi -building facilities is extensive; his designs for public works infrastructure include rail and bus transit facilities, parking garages and maintenance facilities. His experience covers all phases of project development, including planning, programming, design, and construction. Mr. Bodsky's expertise in managing contracts, dealing with contract issues and delivering on projects ranges from multiple on -call work order contracts. On Call Architectural/Engineering Services, Port of Seattle, WA, Mr. Bodsky is Contract Manager and Project Manager for the A/E on call for the Port of Seattle. To date task orders have included structural evaluation of the existing custom window wall in the SeaTac food court, Evaluation of fall protection systems at existing port properties, and evaluation of existing port managed and owned elevators and escalators. Pattison Transit Base Expansion for Intercity Transit, Olympia, WA, Project Manager for the first phase of the base expansion which outlined doubling of base size and capacity. Estimated project construction cost is $20 Million. The total Project window is 25 years, with a total estimated project cost pf $75 million. The design includes architectural, structural, mechanical and electrical modifications to the first and second floors of the maintenance building and the operations area of the administration building. The design also includes development of a portion of the north parcel adjacent to Pattison Base to include expanded parking, new site circulation, new fuel and wash facilities with associated underground fuel tanks, Pattison Street and Martin Way street improvements and new site paving, stormwater, landscaping and utility improvements. The project is currently at 30% level of completion. (Design/Build) Pacific Northwest Maintenance and Welfare Facilities, AMTRAK, Seattle, WA, 2010-2012 Design Manager and architect for a design build partnership with PCL construction to construct (2) 60,000 SF buildings; an administrative and warehouse facility (Welfare Building) and a Maintenance facility for the Talgo, Cascade and Amtrak lines for Amtrak. The Maintenance building provides wheel truing, wheel changing and general maintenance facilities for Amtrak and Talgo trains at the Holgate yard just south of Safeco field. The four-story Welfare Building provides administrative offices as well as high bay storage of inventory. The project was fast track and won the 2013 DBIA National Award for Transportation projects. 27 TETRA TECH 0 Northwest Region Traffic Management Center, WSDOT, Shoreline, WA, Lead Architect and Design Manager on the 17,500 SF design -build project with PCL as the contractor. The facility boasts a state- of-the-art control room with video wall, media observation room and Emergency Operations Center, all with a high degree of acoustic control and damping. Directed Tetra Tech team for architecture and interiors, structural, civil, and landscape design services. Communications and Control Center/EOC, King County Department of Transportation, Metro Transit Division, Seattle, WA. Project Manager of a 14,000 SF office building. This emergency facility is shared by Sound Transit and Metro Transit and will monitor and direct their agencies during emergency situations like earthquakes. The CCC project includes full tenant build -out and redundant building systems to address the essential facility design criteria required to operate after a natural disaster. As the primary communications hub for Metro Transit, site and building security were key aspects of the design. Some of these design components include a facility stand-off distance from the street, the use of concrete planters and building walls and large landscape rocks as security elements, pedestrian and vehicular gate design, and an internal hierarchy of security zones to control access to secure areas. Received Gold LEED certification. Everett Transit Parking Garage, City of Everett, Everett, WA. Project Manager and Project Architect. Tetra Tech teamed with KPFF on the design of the Everett Transit Parking Garage project, which is currently at 30% design stage. Tetra Tech provided Transit design coordination and integration, architectural site design, electrical, lighting and mechanical design for the project. Marcel directed the transit integration and site design aspects of the project. The City of Everett is currently pursuing Federal construction funding. Architectural Services for Transit Projects on a Work -Order Basis, King County Department of Transportation, Metro Transit Division, Seattle, WA. Project Manager and Project Architect for design on multiple architectural and mechanical vehicle maintenance upgrades to various Metro bases. Marcel negotiated and managed the contracts for all 22 work orders totaling approximately $750,000 in design work. Many of the work orders were performed simultaneously and fast -track. Projects included a predesign study for a table lift replacement for Metro's existing paint facility, installation of four parallelogram lifts, design of a steam clean facility and predesign for the Ryerson Base Operations Improvements. Architectural Services for Projects on a Work Order Basis, King County Department of Transportation, Roads Services Division, Seattle, WA. Project Manager for design of two architectural work orders to date, focusing on sustainability renovations for the KC Roads campus. The first work order has a sustainability Master Plan for Building J and the Roads campus in Renton. The Master Plan was developed to establish sustainable standards in a prototypical building that can be extended to the entire campus. The second work order is the implementation of that plan with the development of construction documents for the renovation of the building. City of Santa Ana 2 L N TETRA TECH Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion zdavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall 4Ko c stitute signature of this Non -collusion Affidavit. BIDDERS utio ed that certification may subject the certifier to criminal prosecution. State of County Subscribed and sworn to (or affirmed) before me on this day of . 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP 20-102 Page AM 25F-90 CALIFORNIA JURAT CERTIFICATE 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 ofS +q-evrA & 0445 Fs A —ti.1 Subscribed and sworn to (or affirmed) before me on this day of VC, CAS I' 20�Y3 , by ' S(ISat-4 proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. WITNESS MY HAND AND OFFICIAL SEAL. Signature of Notary Public STEPHEN DRUTAN r Notary California Santa Barbara County Commission # 2194195 My Comm. Expires May 25, 2021 OPTIONAL INFORMATION (Notary Seal) The jurat contained within this document is in accordance with Calilarnia Cato. Any affndavitsubscribed and sworn to before a nearly shall use Ilia preceding wording or substantially similar wording pursuant to Civil Code sections 1189 and 8202, A jurat certificate cannot be affixed to a docurnent sent by nail or otherwise delivered to a notarypublic, including electronic neans, whereby the signer did not personally appear before the notary public, even if the signer is known by the notary public. The seat and signature cannot he affixed to a document without the correct notarial wording. As an additional option an want can produce air affidavit on the same document as the notarial certificate wording to eliminate the use ofadditional documentation. DESCRIPTION OF ATTACHED DOCUMENT (Title of document) Number of Pages _(tncludingjurat) Document Date (Additianal information) MMX V. BAN2 510.40e 1114 CAPACITY CLAIMED BY THE SIGNER Individual Corporate Officer Partner Attorney-In-Faot Trustee Other: 25F-91 A N T O U � ___ttt4 F 1 141 Appendix3: Non -Lobbying Certification Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the malting of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Tetra Tech, Inc. City of Santa Ana RFP 20-102 Page A3-2 25F-93 SAry-, Appendix4: Dn-Discrimination Certification Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. The Consultant shall famish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government 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. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana PXP 20-102 Page A3-3 25F-95 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chanterll /1 Sig Titl Finn: Tetra Tech, Inc. Date: August 12th, 2020 City of Santa Ana RPP 20-102 Page A24 25F-96 On -Call Stnrmwater Prniert 7r F rt I: F Appendix5: Scope of Services &Schedule hi PROPOSALFOR On -Call Stormwater Project Design Services RFP NO.: 20-102 Appendix 5: Scope of Services & Schedule Refer to Section D of this proposal for a general description of the scope of services that the Tetra Tech team can provide under this on -call contract. A detailed scope of services and schedule will be provided when requested for specific projects or tasks issued under the on -call contract. N TETRA TECH 61 25F-99 Project Manager 1 $190.00 Survey Technician 1 $105.00 Project Manager 2 $210.00 Survey Technician 2 $120.00 Project Manager 3 $230.00 Survey Crew Chief $130.00 Senior Project Manager $250.00 Project Surveyor 1 $145.00 Program Manager $275.00 Project Surveyor 2 $170.00 Principal in Charge $350.00 Senior Land Surveyor $210.00 Field Engineering Designer $90.00 One -Man Crew (Non -Prevailing) $165.00 Engineer 1 $110.00 Two -Man Crew (Non -Prevailing) $240.00 Engineer 2 $120.00 Three -Man Crew (Non -Prevailing) $315.00 Engineer 3 $130.00 One -Man Crew (Prevailing) $195.00 Project Engineer 1 $150.00 Two -Man Crew (Prevailing) $310.00 Project Engineer 2 $180.00 Three -Man Crew (Prevailing) $405.00 Senior Engineer 1 $200.00 Designers/Technicians Senior Engineer 2 $230.00 CAD Designer $100.00 Senior Engineer 3 $260.00 Senior CAD Designer $135.00 Principal Engineer $340.00 GISAnalyst $110.00 Architects JIL Senior GIS Analyst $150.00 Arch Technician $60.00 General , ministrative Architectural Designer 1 $85.00 Project Assistant 1 $65.00 Architectural Designer 2 $95.00 Project Assistant 2 $75.00 Architectural Designer 3 $130.00 Project Administrator 1 $95.00 Architect 1 $140.00 Project Administrator 2 $115.00 Architect 2 $150.00 Project Administrator 3 $130.00 Senior Architect 1 $190.00 Senior Architect $210.00 Architectural Program Manager I $260.00 City of Santa Ana 25F-1 00 TETRA TECH Scientist 1 $80.00 Scientist 2 $105.00 Scientist 3 $135.00 Senior Scientist 1 $150.00 Senior Scientist 2 $180.00 Senior Scientist 3 $200.00 Principal Scientist $260.00 Environmental Planners M Environmental Planner 1 $90.00 Environmental Planner 2 $100.00 Environmental Planner 3 $115.00 Senior Environmental Planner 1 $140.00 Senior Environmental Planner 2 $160.00 Senior Environmental Planner 3 $180.00 Principal Environmental Planner $260.00 Construction Technician $100.00 Assistant Construction Manager $140.00 Construction Manager 1 $180.00 Construction Manager 2 $200.00 Senior Construction Manager $235.00 Construction Inspector 1 $115.00 Construction Inspector 2 $130.00 Construction Inspector 3 $145.00 Senior Construction Inspector I $185.00 Photo Copies (B&W 8.5"x11") I $ 0.20/Each Photo Copies (B&W 11"x17") $ 0.50/Each Color Copies (up to 8.5"x11 ") $ 2.00/Each Color Copies (to 11N17") $ 3.00/Each Compact Discs $10/each Large format copies $0.50 S.F. Mileage -Company Vehicle $0.80/mile Mileage-POV $0.55/mile" " 1) GSA POV: Current GSA POV mileage is subject to change. 2) ODCs: All ODCs will be billed at cost plus 10% 3) Annual Rates Rates are subject to change 3% annually or per the Consumer Price In- dex, whichever is greater. City of Santa Ana 25F-101 TETRA TECH Principal $240.00 Field vehicle usage $0.70 per mile Principal Engineer/Geologist $225.00 (engineers/geologists only) Chief Engineer/Geologist $215.00 Field vehicle usage $14 per hour Supervising Engineer/Geologist $205.00 (field services) Sand Cone or Nuclear Density $12 per hour Associate Engineer/ $195.00 Gauge Geologist Hand auger and soil sampling $60 per day Senior Engineer/Geologist III $185.00 equipment Senior Engineer/Geologist II $175.00 BAT Permeameter $250 per day Senior Engineer/Geologist 1 $165.00 Double Ring Infiltormeter $250 per day Project Engineer/Geologist 111 $155.00 Inclinometer read unit $400 per day Project Engineer/Geologist 11 $145.00 Floor level manomenter $70 per day Project Engineer/Geologist 1 $135.00 Moisture vapor emission test kit $60 per kit Staff Engineer/Geologist 111 $125.00 (material only) Staff Engineer/Geologist 11 $115.00 Infiltration test flowmeter $110 per day test Staff Engineer/Geologist 1 $105.00 Per diem $260 per day Soils/Asphalt/Field Technician $93.00 (Standard) Soils/Asphalt/Field Technician $117.00 (Prevailing Wage) CAD Operator/Draftsperson $125.00 Administrative/Office Support $90.00 Depositions and Expert Witness Testimony $420.00 (minimum 4 hours) City of Santa Ana 25=02 TETRA TECH 1) INVOICES: Unless otherwise agreed upon, invoices will be submitted on a monthly basis and are payable upon receipt. A service charge of 1.5 percent per month will be charged on invoices not paid within 30 days. 2) REGULAR HOURS: Fees for field technician's services are based on a standard 8-hour workday that is between 6:00 AM and 5:OOPM Monday through Friday. Premium rates will be charged for work outside of these hours. 3) OVERTIME RATES: Overtime rates of 1.35 times of the standard rates will be charged for the first 4 overtime hours on weekdays, and for the first 8 hours on Saturdays. Premium rates of 1.7 times of the standard rates will be charged for hours worked in excess of 12 hours on weekdays, 8 hours on Saturdays, and all hours worked on Sundays and holidays. 4) SPECIAL SHIFTS: A surcharge of 35% will be added to personnel charges for personnel working during non -regular hours, e.g., night shift. 5) MINIMUM HOURS: For field inspection duration between 0 and 4 hours, a minimum charge of 4 hours will be applied. For inspection duration between 4 and 6 hours, and 6 and 8 hours, a 6- and 8-hour minimum charge, respectively, will be applied. 6) CANCELLATIONS: A minimum of 24 hours notice is required to schedule or cancel field personnel. If less than 24 hours notice is provided on a cancellation, ashowup charge equivalent to 4 hours of work will be assessed. 7) HAZARDOUS ENVIRONMENT: A minimum surcharge of 20% will be added to personnel charges for personnel working with hazardous materials or in hazardeous environments requiring Level C or better personal protection equipment 8) MARKUP: Cost plus 15% will be charged for requested materials and services not listed on the above schedule. 9) RATE ADJUSTMENTS: Unless otherwise agreed upon, the rates will be adjusted to the then current prevailing rates on the anniversary date of the project contract. 10) ANNUAL RATES: Rates are subject to change 3% annually or per the Consumer Price Index, whichever is greater. City of Santa Ana 25= U 3 TETRA TECH �1A\ ;�� � . �� 1`_ r �ik A w 0 �MMKA .� RICHARD WATSON & ASSOCIATES, INC. Urban & Regional Planning FEESCHEDULE 2020 Labor billing rates are subject to annual adjustment on January 1 of each year. Rates are subject to change 3% annually or per the Consumer Price Index, whichever is greater. Personnel Principal Associate Assistant Planner Computer Graphics Editorial Clerical Additional Services Consultation Relative to Legal Actions Deposition and Court Testimony Videography/Media Support 2020 230.00 185.00 115.00 110.00 90.00 70.00 344.00 400.00 Rates Available on Request *Other specialized services available at rates to be determined. See General Provisions for additional information PROVISIONS AND CONDITIONS FOR PROFESSIONAL CONSULTING SERVICES GENERAL PROVISIONS I • Travel, reproduction, delivery and supply costs will be billed at cost plus 10%. 2• Mileage will be billed at $0.60 per mile. 3• On -site reproduction will be billed at $0.15 per page. 4• Hourly rates apply to work time as well as travel time and waiting time that occurs at public hearings, depositions, or court testimony. DEVELOPMENT SERVICES STORMWATER QUALITY STRATEGIC PLANNING 21922 Viso Lane Mission Viejo, CA - All U4 949.855.6272 Fax 949.855.0403 www.rwaplanning.com FY 2020 Staff Rates Sustainable Landesign 25F-105 EXHIBIT 2 AGREEMENT TO PROVIDE ON -CALL STORMWATER PROJECT DESIGN SERVICES THIS AGREEMENT is made and entered into this 20a' day of October, 2020 by and between CWE ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On July 16, 2020, the City issued Request for Proposal No. 20-102, by which it sought qualified consultants to provide on -call stormwater project design services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in REP No. 20-102. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-102, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide services for stormwater projects on an on -call basis under REP No. 20-102. The total compensation for these services provided by all such consultants selected under RFP No. 20-102 shall not exceed the shared aggregate amount of $2,000,000 during the term of the Agreement, including any extension periods. 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 215fe,146 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on October 19, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to Bally comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. 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 2AFe -2147 & 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. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled 215fe3148 or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 215ifea149 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. 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. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 215F.;If 0 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: CWE 1561 E Orangethorpe Ave, Suite 240 Fullerton, CA 92831 Attn: Jason Pereira, PE, CPSWQ, QSD/P, QISP Principal 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 timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and 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. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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 in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, 21ife71f2 permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. 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: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney ohn M. Funk Assistant City Attorney FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: SuSw� pug Tit%: Page 8 of 8 25F-113 EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES RFP NO. 20-102 INTRODUCTION/BACKGROUND The City of Santa Ana is 27.2 square miles and is located in central Orange County, California. Santa Ana is the most densely populated city in the county, with a total population of 338,247 and approximately 12,435 people per square mile. Santa Ana sits within three major watersheds: the Newport Bay watershed, the Santa Ana River watershed, and the Anaheim Bay/Huntington Harbour watershed. The City of Santa Ana is a co-permittee under the North Orange County Municipal Separate Storm Sewer System (MS4) Permit (Order No. R8-2009-0030, as amended by Order No. R8-2010- 0062). The Permit presents a series of technical, legal, and regulatory challenges to the City and as a result, the City has established a rigorous stormwater compliance program. The Permit requires the City to reduce the discharge of pollutants in urban stormwater runoff to Waters of the US to the "Maximum Extent Practicable". One of the most effective mechanisms in reducing pollutants and improving surface water quality is via the construction of structural Best Management Practices (BMPs). Stormwater infiltration, biotreatment, harvest and reuse, and diversion to the sanitary sewer are proven methods to achieve water quality goals and the City seeks to continue its proactive approach in implementing such projects. Additionally, structural BMPs can provide ancillary benefits such as increasing local water supplies, reducing flooding, and providing public education and recreational opportunities for Santa Ana residents. The City desires to retain Civil Engineering Consultants on an as -needed or "on -call" basis to design complex, regional stormwater capture and treatment projects and perform other stormwater-related tasks as outlined in the Scope of Services below. Professional Services Agreements will be entered into with the selected Civil Engineering Consultants and the selected Consultants will be asked to provide professional engineering services proposals on a project -by - project basis, based on an agreed -upon scope of services and fees. After review of the proposals and associated costs, the City will issue a Notice to Proceed (NTP) for the selected Consultant to begin work on the project/task. Funding sources for each project may vary. The City intends to seek local, State, and Federal grant moneys to fund regional stormwater projects and the selected firm shall comply with the funding agency's requirements. Additionally, all work shall be done in accordance with the most City of Santa Ana 20 it 114 Page Al-1 recently adopted North Orange County MS4 Permit and any other applicable local, State, and Federal laws. Consultants shall utilize in-house staff and/or sub -consultants to complete assignments to meet the City's standards. For specialized work, for which the prime consultant requires a sub - consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant and shall include these administrative costs in their proposed project management fees. Prime consultant mark-ups for sub -consultant work will not be allowed. All proposals, plans, drawings, specifications, estimates, grant applications, modeling, studies, presentations, and/or reports will be subject to the final approval and satisfaction of the City. The selected consultants must have the expertise, experience, and demonstrated resources available to perform the work described in this RIP. The City desires to enter into Agreements with the three top-ranking firms for an initial three (3)- year term, with a City option to exercise one (1), two (2)-year extension period. The annual amount to be expended under the Agreement will vary at the City's discretion and will be dependent on available grant funding opportunities and local match availability. A. SCOPE OF SERVICES Work under this Agreement may include, but is not limited to, the following tasks below: 1) Project Planning/Feasibility Studies Firms shall be capable of performing the following tasks: a. Hydraulic computer modeling b. Stormwater sampling/monitoring/data analysis c. Flow monitoring studies d. Mapping services e. Hydrologic calculations f Preparation/review of Water Quality Management Plans (WQMP) g. Conceptual design/drawing h. Percolation rate testing/geotechnical reporting i. Coordination with outside agencies j. Project presentations k. Researching existing field conditions and utilities 1. Cost benefit analyses in. Technical feasibility and project impact analyses n. Drafting project planning documents o. Monitoring and alerting the City of potential grant funding opportunities City of Santa Ana 20 1( Page Al-2 o. Any other work required to successfully plan for projects and adequately assess project feasibility 2) Environmental Documentation/Permitting Firms shall be capable of performing the following tasks: a. Prepare and file all necessary environmental documents and apply for all required permits including, but not limited to: i. California Environmental Quality Act (CEQA) ii. National Environmental Policy Act (NEPA) iii. Federal Clean Water Act Section 401 iv. Federal Clean Water Act Section 404 v. California Department of Fish and Wildlife (CDFW) Section 1602 vi. Orange County Sanitation District (OCSD) Discharge Permits vii. Orange County Flood Control District (OCFCD) Encroachment Permit 3) Project Design Firms shall be capable of performing the following tasks: a. Land Surveying b. Civil -Engineering Design c. Structural Design d. Geotechnical Design e. Architectural Design f Electrical Design g. Mechanical Design h. Instrumentation and Control Systems Design i. Landscape Architecture and Irrigation Design j. Detailed Engineering/Cost Estimation k. Preparation of construction bid documents and specifications 1. Any other work required to complete project design General Requirements and Project Deliverables Design level survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City guidelines and in Microstation V8i Computer Aided Design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. All survey field notes shall be on forms provided by the City, shall be neatly completed in pencil, and shall become property of the City upon completion of the project. Informal field investigations including marking of removal areas may be required for some of the sidewalk, curb and gutter, and pavement replacement projects. City of Santa Ana 40-r-101110 Page Al-3 The Consultants shall contact manufacturers and/or contractors to verify the engineer's estimate prior to submitting to the City. Specifications shall be prepared in Microsoft Word and an electronic copy of the final version shall be furnished to the City. The City will provide the specification boiler plate to the Consultants. If requested, all preliminary and bid sets of plans shall be plotted on bond or velum paper using Microstation V8i CADD software program. All drawings shall be completed per the City of Santa Ana CADD Standards and any special provisions thereof. For interim submittals, the City may opt to receive only PDF versions of the plans for reviewing purposes. If so, the Consultant team will provided plans and/or specifications accordingly. All original plan sheets, the title sheet of the specifications, calculations, and reports shall be signed and stamped by the Consultants' licensed professional engineer responsible/in-charge of the project. The Consultants shall monitor project progress, maintain project files, and control the quality of the work performed by in-house staff and/or sub -consultants. Incomplete (not meeting targeted completion) or poor quality work will not be accepted. The Consultants shall revise the documents within a revised schedule set by the City, which may require overtime. No additional compensation necessary for the consultant to complete this work to the satisfaction of the City shall be approved by the City for the required revisions. It is the responsibility of the Consultants to produce a professional -level quality of work product. The Consultants shall coordinate plan check, design topics, permits and any other issues with the City, other Agencies, and all utility companies as required. At the direction of the City, the Consultants shall be the liaison with affected agencies. The Consultants' services for plans specifications and estimating (PS&E) for engineering project preparation and special studies/investigations shall include and be in conformance with the latest editions of the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water Works Association, California Department of Transportation, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and or Federal, State and local guidelines established in the project. As part of the preparation of the PS&E, the consultant shall prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards. The Consultants shall have complete responsibility for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City do NOT include a detailed checking of design or accuracy with which such designs are depicted in the documents and plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, thoroughly organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. City of Santa Ana Z 10V20 1 I I Page Al-4 The Consultants shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan — at the request of the City, the consultant shall provide a detailed management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The Project Management Plan shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the Consultant shall submit the matter to the City for clarification. The Consultants shall perform engineering design services resulting in contract documents (plans, specifications and cost estimates "PS&E") for various projects on an as -needed basis. However, work tasks may include studies or a variety of engineering tasks. If requested by the City, the Consultants shall provide a Work Plan, which includes a detailed schedule of the assigned project prior to the issuance of a Notice to Proceed (NTT) and/or Task Order. Specific Task Orders with NTP's will be provided for project(s) at the discretion of the City. Work required per Task Order shall comply with the Scope of Services and additional provisions in each Task Order and this agreement. 4) Other Requirements Firms shall be capable of performing the following tasks: a. Assistance with local, State, and Federal Grant applications b. Construction and bidding phase support including, but not limited to: i. Responding to bidder inquiries during the bidding process, including preparation of any addenda. Following award of the construction contract, the Consultant may attend the pre -construction meeting. ii. Reviewing and approving submittals and shop plan drawings. The Consultant shall complete shop plan drawing reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. iii. Responding to written Requests for Information (RFI) to provide clarification or resolve discrepancies in the contract documents. Responses shall be completed within three (3) working days. iv. Providing periodic field reviews and bringing to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant has observed. The Consultant shall have no authority to issue instruction on behalf of the City, or to deputize another to do so. City of Santa Ana 20 1( Page Al-5 c. Attending meetings with City Staff or on behalf of the City d. Development of Project Performance Monitoring Plans, Quality Assurance Project Plans (QAPP), or similar e. Conduct site visits during pre -construction, construction, and post -construction project phases f Construction management support g. Post -construction phase support including, but not limited to: i. Local, State, and Federal Grant reporting assistance ii. Stormwater sampling/monitoring/data analysis iii. Stormwater quality data upload to California Environmental Data Exchange Network (CEDEN) iv. Project effectiveness assessments v. Provide as -built drawings to the City B. PROJECT SCHEDULE AND PROGRESS Upon request by the City, Consultants shall submit detailed project schedules outlining all project tasks and milestones. Progress review meetings shall be held at intervals deemed appropriate by the City. Consultants shall furnish two copies of all completed work or status update of partially completed work since the last progress review meeting. Progress reports shall be submitted monthly in electronic format indicating achievements and project schedule progress. C. CITY RESPONSIBILITIES The City will provide information in its possession relevant to the completion of the tasks outlined in this RFP. In general, this includes, but is not limited to: • Furnish scope of work and provide general direction as needed for the assigned project • Plan check coordination within the City • Advertise, award, and administration of construction contract • Documents, data, maps, or information relevant to the design of the project • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination at City facilities D. SPECIAL REQUIREMENTS ADDITIONAL WORK Upon request by the City, Consultants shall submit supplemental proposals for Additional Work not called for under the Scope of Services of this Agreement. Consultants must obtain written approval prior to commencing any Additional Work. City of Santa Ana 20 1( Page Al-6 FEE PROPOSAL: In addition to Section IV.13.3 (Submittal Requirements: Fee Proposal) the fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule. A list of all positions and hourly rates required to perform the services in this RFP shall be described herein. At the request of the City, the Consultant shall provide a more detailed fee proposal when a specific proiect proposal is requested of the Consultant. OTHER TERMS AND CONDITIONS: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wage law and applicable State and Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of a Team to be highly desirable, but is not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non - Discrimination by Contractors" for each firm on their team. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltranggeafffarids and shall therefore comply with all state and federal requirements. The below erenced forms included in Attachment 4 (Additional Provisions) of the Appendix m e completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sa ost Proposal Removed via RFP No. 20-102 • LAPM Exhibit 1 : Consultant Proposal DBE Commitment Addendum 3 • LAPM rt 10-02: Consultant Contract DBE Commitment City of Santa Ana M Page A1-7 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and management System Please reference Caltrans Local Assistance Procedure Manual, Consultant Selectio hapter 10, for further instructions and guidelines pertaining to the completion ov these forms: https://dot.ca.gov/-/media/dot-media/programs/local-assistance/dZ chl0.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGEThis agreement may be funded with state and/or federal grantred by Caltrans. Proposer shall comply with all requirements as they pertain t e use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit -H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISE BE) GOAL: The Agency has established a DBE goal for thi ontract. Proposers are encouraged to obtain DBE participation for this contract. Refer to ibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RF . Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract D Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT REVIEW PROCESS: Prior to contract awar nd dependent on contract award amount, the selected Consultant shall be subject to an an t or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, the federal government. The selected Consultant shall complete Exhibit 10-K — Consultant nual Certification of Indirect Costs and Financial Management System for all prime sub -consultants in the Appendix of this RFP. To independently download any of the Cal ns Exhibits required per this RFP, visit: https://dot.ca.gov/programs/local- sistance/forms/local-assistance-procedures-manual-forms City of Santa Ana 20 1 Page Al -R EXHIBIT B Proposal to Provide On -Call r Stormwater Project Design Services 25F-122 August 12, 2020 0 0 0 1561 E. Orangethorpe Avenue, Suite 240 Fullerton, California 92831 (714) 526-7500 TEL 1 (714) 526-7004 FAX www.cwecorp.com CWE 1561 E. ORANGETHORPE AVENUE SUITE 240 FULLERTON, CA 92831-5202 (714)526-7500 PHONE (714) 526-7004 FAX www.cwecorp.com August 12, 2020 Craig Foster, CPSWQ, QSD/P City of Santa Ana, Public Works Agency 20 Civic Center Plaza (M-22) Santa Ana, California 92701 Proposal to Provide On -Call Stormwater Project Design Services RFP No.: 20-102 Dear Mr. Foster, It is my pleasure to present CWE's ample qualifications to provide the City of Santa Ana (City) with On -Call Stormwater Project Design Services. Since our inception in 2006, CWE has enjoyed a prominent location in Fullerton, California, within a mere ten miles of the City center and appropriately situated to provide prompt, comprehensive services. Our proximity affords the City: Local Project Management: CWE's Project Manager, Katie Harrel, PE, ENV SP, QSD, is based out of our Fullerton hub and will be fully available to the City for the duration of the On -Call contract. Access to exceptional local resources: An impressive 72% of our workforce, including the firm's Principals and Founders, Jason Pereira and Vik Bapna, can be accessed directly through our main Fullerton office and are available to provide services at an accelerated pace. As Principal of CWE, I am authorized to make legally binding commitments for the firm. We concur with the City's Sample On -Call Agreement as attached to the Request for Proposals. If you have any questions or require additional information, please contact me at (714) 310-1071 or Ipereira(CDcwecorp.com. Respectfully submitted, C JasonMerera,�ECPSW�Q,QSD/P, QISP Principal Creating a Better Tomorrow, TodayTM 25F-123 City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 Firm and Team Experience CWE, a certified Disadvantaged (DBE), Minority (MBE), y INNER and Small Business Enterprise (SBE), is a dynamic, award -winning firm that civil engineering, o1j0 0, provides stormwater and watershed management, stormwater W and non-stormwater monitoring, water resources, special studies, environmental engineering services to public agencies throughout the Western United States. Clients recognize and value the outstanding services and solutions provided by our industry leaders and prodigious rising stars. We bring the knowledge, creativity, mastery, and commitment necessaryto deliver solutions and benefits on a wide range of g �H T projects with the purpose of safeguarding and enhancing our local communities.FIRM CWE makes personalized connections with each client to serve their goals and N ZWnO CROUP objectives, instill trust, and fulfill our commitment to Creating a Better Tomorrow, Today.T" Our staff are the best at what they do! We strive to create an environment that fosters our growth and gives us the opportunity to lead in our industry. With that said, our staff recognizes the framework we have developed and has helped us become a Best Firm to Work For and Hot Firm from the Zweig Group. These honors not only highlight CWE's significant business growth, but also reflect our growing staff's sense of purpose and happiness at CWE. How do we do it? We are passionate and love what we do! We take pride in the work that we deliver for our clients. Our history, staff, past clients, and peers know we have the avid desire and capability to exceed all project expectations. Subconsultant Team Members LSALSA will support projects under this on -call with Environmental Documentation. LSA is a full -service, multidiscipline environmental planninq and project manaqement professional services qroup with headquarters in Irvine, California, and eight additional offices located throughout the State. Preparation and review of the California Environmental Quality Act (CEQA) documents has been a core service at LSA since the founding of the firm in June 1976. For over 40 years, LSA has expanded its services to include virtually all environmental planning and permitting services. Today, the firm is 100 percent employee -owned and employs more than 180 environmental professionals, including specialists in CEQA documentation, archaeology, paleontology, architectural and historic resources, biological resources, water quality, air quality, greenhouse gases (GHGs) and global climate change, noise, and transportation. CWE has selected JCCA to perform Electrical ♦ _ __ and Mechanical Engineering. JCCA is a corporation with a professional staff of 35 employees. The company has design capabilities in the architectural, electrical, mechanical, structural, civil, and environmental engineering fields and has significant experience in a wide variety of projects for governmental and municipal clients. JCCA's services include new construction as well as renovation, repair, and rehabilitation of existing facilities and infrastructure such as HVAC, plumbing, and process piping systems. 2 GE 25F-124 t City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 CWE has selected Terracon Consultants, Inc. (Terracon) to provide 1 rerraeon all necessary Geotechnical services. Through its nationwide network of geotechnical professionals, access to historical subsurface exploration data from thousands of locations across the country, and GIS-enabled geology mapping, Terracon can accurately anticipate ground conditions and develop the right work plan to explore a site, and their innovative technologies and collaborative approach allows for practical design recommendations. Geotechnical services include Stage1 predictive analyses delivered via GeoReport®, subsurface exploration (soil borings, in -situ testing, geophysical), laboratory testing, geotechnical design, collaborative reporting/decision making, geotechnical instrumentation, and construction monitoring and support. Terracon has more than 5,000 employees in more than 150 offices nationwide and holds a current ranking of 24 in ENR's 2019 listing of the Top 500 Design Firms. Organization Chart CWE's 35+ employees have been proudly providing services to the Western United States for nearly 15 years. Our Personnel, represent some of the best and brightest engineers and scientists our industry has to offer and wield a unique perspective crafted by field tested out -of - the -box thinking to challenging water quality projects. CWE's proposed personnel is comprised of exceptionally talented engineers with significant, versatile experience in all aspects of stormwater design projects. Our team includes Professional Engineers (PE), Professional Licensed Surveyors (PLS), and ENVISIONT°^ Sustainability Professionals (ENV SP). Craig Foster, CPSWQ,QSD/P A*— Katie Harrel, PE ENV SP, QSD e • e - Jason Pereira, PE CPSWQ, QSD/P, QISP Q-Vik Bapna,PE, ENV SP, CPSWQ, QSD/P Ryan Kearns Bill Young, PE Nicole Dubois Ben Willardson, PhD, PE, D.WRE Nicole West, CPSWQ, QSD/P Steve Bell, PE, CFM, ENV SP, QSD Kerrie Collison, RPA Kayla Kill PhD, ENV SP, FIT Casey Tibbet Allen Xie, PE, QSD/P, QISP Sarah Rieboldt, PhD Chris Pendroy, ENVSP, CPSWQ, QSD/P Tammy Takigawa, ENV SP, FIT Mike Nguyen Bill Boeck Raj Pirothivirai, PE GE Fred Buhamdon, PE PMP GerryGreene, DEnv, PE QEP, QSD/P Nan Jim FIT Sevag Avanession, PE Hector Nacso, PE Robert Nolan, PE, NEED AP, CEM, CMVP William Smith, PE, NEED AP Tommy Muttered, PE Kathleen McKernin, ASLA, RLA David Farrell, PITS -3- 25F-125 GE. F City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Key Personnel iL Katie Harrel PE, ENV SP, QSD ➢City of San Fernando Regional Park Infiltration ➢ City of Culver City Washington Boulevard P3 Urban Runoff Diversion ➢ City of Santa Monica Los Amigos Park Stormwater Harvesting and Direct Use Demonstration Katie Harrel, PE, ENV SP, QSD is your Project Manager. She will oversee all aspects of task orders awarded under this on -call throughout their duration, including management, meetings, technical evaluations, subconsultant coordination, and coordination of permit - related reviews. Katie is a prodigious engineer with extensive professional experience, including the design of Best Management Practices (BMPs) for public agencies such as the cities of Torrance, Culver City, and Santa Monica. Most recently, Katie has been involved in the design of an infiltration system for a regional park in the City of San Fernando which serves a drainage area greater than 950 acres and is capable of groundwater recharge of more than 466 acre-feet of runoff annually. Katie has significant experience preparing Proposition 1 SWGP, SCWP, and Proposition 1 IRWM grant packages for local municipalities. Additionally, Katie has been actively involved in community outreach efforts; informing the public of the many benefits of the infrastructure improvements she designed. There is a substantial advantage to the involvement of an informed Project Manager, who has been ever-present from the project conception to its successful delivery, when emphasizing to the public the steps necessary to achieve a project's ultimate goals. Vik Bapna, PE, ENV SP, CPSWQ, QSD/P will be your Design Lead and will act as point of contact in the event Katie is unavailable. Vik has 29 years of experience managing and reviewing the design of multi -benefit stormwater capture and groundwater recharge projects with the completion of the first Southern California's regional stormwater basin at Sun Valley Park. Vik is well known for presenting complex design solutions in a way that is readily understandable to both project stakeholders and the community at large. In 2015, Vik was recognized by the OCEC with an Outstanding Engineering Merit Award for his work to restore natural environments and enhance water quality in highly urbanized areas. He was also recognized as an "Industry Icon" in Storm Water Solutions magazine. Vik Bapna PE, ENV SP, CPSWQ, QSD/P ➢City of Torrance Stormwater Basin and Treatment Wetlands Enhancement ➢ City of Yorba Linda Town Center Renovation Staff and Role Relevant Project Experience Jason Pereira, PE, CPSWQ, City of Torrance Stormwater Basin and Treatment Wetlands QSD/P, QISP Enhancement, City of Los Angeles Laurel Canyon Boulevard Principal -in -Charge, QA/QC Green Street Design -Build Bill Young, PE City of Los Angeles Laurel Canyon Boulevard Green Street Design Design -Build, City of Culver City Washington Boulevard P3 Urban Runoff Diversion, City of Santa Monica Los Amigos Park Stormwater Harvesting and Direct Use Demonstration -4- 25F-126 GE. �_-i City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Staff and Role Relevant Project Experience Steve Bell, PE, CFM, ENV City of Culver City Washington Boulevard P3 Urban Runoff SP, QSD Diversion, City of San Fernando Regional Park Infiltration, Design City of Bell Gardens John Anson Ford Park Infiltration Cistern Allen Xie, PE, QSD/P, QISP City of Los Angeles San Fernando Valley Green Street Design Network Evaluation — Van Nuys Boulevard, City of Bell Gardens John Anson Ford Park Infiltration Cistern Tammy Takigawa, ENV SP, City of Culver City Centinela Creek Mesmer Low Flow EIT Diversion, City of Claremont Foothill Boulevard Mater Plan Design Implementation, City of Culver City Washington Boulevard P3 Urban Runoff Diversion Chris Pendroy, ENV SP, City of Los Angeles Laurel Canyon Boulevard Green Street, CPSWQ, QSD/P City of Agoura Hills Medea and Palo Comado Creek Construction Bid Documents Stormwater Treatment Plant and Linear Park, City of Santa and Specifications Monica Los Amigos Park Storm Drain Runoff Harvesting and Direct Use Demonstration Mike Nguyen City of Claremont Foothill Boulevard Master Plan Design Implementation, City of Torrance Stormwater Basin and Treatment Wetlands Enhancement Bill Boeck City of Culver City Washington Boulevard P3 Urban Runoff Drafting Diversion, City of San Fernando Regional Park Infiltration Ben Willardson, PhD, PE, Los Angeles County Department of Parks and Recreation D.WRE Earvin Magic Johnson Park, City of Temecula Pala Park Hydrology and Hydraulics Creek Restoration Kayla Kilgo, PhD, ENV SP, San Gabriel Valley Council of Governments Rio Hondo Load EIT Reduction Strategy Preliminary Engineering and Final Design Hydrology and Hydraulics Services, City of Los Angeles Los Angeles River Bikeway and Greenwa Ryan Kearns City of Culver City Washington Boulevard P3 Urban Runoff Environmental Diversion, City of Huntington Beach On -Call Environmental, Documentation and City of Visalia Citywide Stormwater Management Plan Permitting Development Nicole Dubois Orange County Sanitation District, Headquarters Complex, Environmental Rancho California Water District, Vail Dam Seismic and Documentation and Hydrologic Remediation, Moulton Niguel Water District, Permitting — LSA Operations Center Nicole West, CPSWQ, City of Irvine Turtle Ridge, Rancho California Water District QSD/P (RCWD), Vail Dam Seismic and Hydrologic Remediation, San Environmental Onofre Nuclear Generating Station (SONGS) Independent Documentation and Spent Fuel Storage System (ISFSI) Expansion Permitting — LSA Kerrie Collison, RPA Irvine Ranch Water District, San Joaquin Reservoir Filtration Environmental Facility, Rancho California Water District, Vail Dam Seismic Documentation and and Hydrologic Remediation, Riverside County Flood Control Permitting — LSA and Water Conservation District, Green Acres Dam Sarah Rieboldt, PhD Rancho California Water District, Vail Dam Seismic and Environmental Hydrologic Remediation Project, City of Agoura Hills Medea Documentation and and Palo Comado Creek Stormwater Treatment Plant and Permitting — LSA Linear Park -5- GE25F-127 �_-i City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Staff and Role Relevant Project Experience Casey Tibbet Mesmer, LFTF-1, and LFTF-2, Los Angeles and Culver City, Environmental City of Pasadena, Azusa Conduit, Angeles National Forest, Documentation and City of Anaheim, Lincoln Avenue Widening Project Permitting — LSA Gerald Greene, DEnv, PE, City of Los Angeles Laurel Canyon Boulevard Green Street QEP, QSD/P Design -Build, City of Beverly Hills Burton Way Median Green Stormwater Sampling, Street, City of Santa Monica Los Amigos Park Stormwater Monitoring, and Data Harvesting and Direct Use Demonstration Analysis Nan Jia, EIT City of Culver City Washington Boulevard P3 Urban Runoff Stormwater Sampling, Diversion, City of Anaheim Ball Road Sanitary Sewer and Monitoring, and Data Storm Drain Improvements from Beach Boulevard to Carbon Analysis Creek Channel Tommy Muttaraid, PE City of Torrance Stormwater Basin and Treatment Wetlands Structures Enhancement, City of Burbank Johnny Carson Park Improvement and Stream Restoration Kathleen McKernin, RLA, City of Los Angeles Garvanza Park Rainwater Capture and ASLA Use, California Department of Transportation (Caltrans) Landscape and Irrigation District 7 North Fork Matilija Creek Geomorphology, Fish Passage, and Engineering David Farrell, PLS City of Torrance Stormwater Basin and Treatment Wetlands Survey Enhancement, City of Los Angeles Laurel Canyon Boulevard Groundwater Recharge and Green Street Design -Build Raj Pirathiviraj, PE, GE City of Bell Gardens John Anson Ford Park Infiltration Geotechnical — Terracon Cisterns, San Fernando Regional Park Infiltration, City of Manhattan Beach 28'h Street Drain Feasibility Fred Buhamdan, PE, PMP San Fernando Regional Park Infiltration, City of El Monte Geotechnical — Terracon Garvey Avenue Grade Separation Drainage, SGVCOG Rio Hondo Load Reduction Strategy Design Sevag Avanessian, PE City of Long Beach Three Low Flow Diversions, Children and Electrical — JCCA Family Services, Los Angeles, County of Los Angeles Internal Services Department LAISD , Low Voltage Infrastructure Hector Lacsa, PE Electrical System Upgrades, Mule Creek State Prison, Electrical — JCCA California Department of Corrections and Rehabilitation CDCR , Upgrade FCI Medium Switch ear, FCC Lompoc Robert Nolan, PE, LEED Department of State Hospitals Infrastructure Master Plan, AP, CEM, CMVP CHS Parking E Clinical Research Biomarker Seismic Mechanical — JCCA Renovation — LEED Gold, University of California, Los Angeles UCLA William Smith, PE, LEED Taft Correctional Institution Domestic Hot Water Heaters AP Replacement, Feasibility Study, , Federal Bureau of Prisons Mechanical — JCCA Analyze HVAC System & Replace AHU 43H2, Building S24 25F-128 GE City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 Understanding of Need Has the City ever felt concerned about the cost of achieving compliance with water quality regulations? This is understandable! Following each MS4 Permit renewal, the City is required to develop new programs and meet changing requirements. On top of that, TMDLs and trash provisions add more to the list of things to comply with. CWE is here to help with that process. We will leverage our expertise in regional stormwater solutions and funding to make things easier for the City. Regional solutions are cost effective, leverage partnerships, meet funding priorities, and help achieve compliance over larger areas. Our understanding and approach differentiate us from other respondents due to our expertise in regional multi -benefit projects that improve water quality. CWE is an industry leader in regional stormwater projects and we are known for pioneering innovative techniques to achieve multiple benefits and helping our clients receive funding. We continue to design "first of their kind" projects that become industry standard. Our understanding of the City's needs and regional stormwater solutions are presented in this section with our approach to complete planning, environmental, and design tasks that may come through the City's on -call stormwater contract. Background Many public agencies are facing similar funding challenges, which have been exacerbated by the recent pandemic. Municipalities have seen reduced revenues due to modifications in spending in response to the current health crisis, while public services are needed more than ever. While there are many public services that are of upmost importance during these difficult times, public agencies are still responsible for reducing pollutants in receiving waters and preserving beneficial uses, which also costs money. One benefit CWE provides is our knowledge and understanding of funding programs and how they align with the stormwater program. Within the last five years alone, we have assisted our clients in obtaining over $90 million to fund multi -benefit stormwater projects and we aim to assist the City in doing the same. We recently assisted the City of San Fernando, a city with many Disadvantaged Communities (DACs), in funding a $15 million multi -benefit stormwater project, where they spent approximately $300,000. The City is subject to the North Orange County MS4 Permit (R8-2009-0030, amended by R8-2010-0062), along with many other local municipalities. The MS4 Permit identifies programs to be implemented to improve water quality. Several MS4 Permit drafts were released in and before 2016, while the fourth draft was withdrawn while the Regional Water Quality Control Board (Regional Board) waits for legal decisions to be made in response to MS4 Permit litigations in Los Angeles County. In addition to the MS4 Permit, the City is subject to Total Maximum Daily Loads (TMDLs), specifically within the Newport Bay Watershed. The City, along with agencies within the Newport Bay Watershed, must implement projects and programs to reduce pollutant loads in accordance with TMDL schedules. The City is also subject to the State -Wide Trash Amendment (Trash Policy), which requires the City to reduce/eliminate discharges of trash and debris to receiving waters. While the world is slightly on hold while we wait for the pandemic to be under control, implementation cannot wait, as regulatory requirements are still in effect. We admire the steps 7GE25F-129 City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 the City has made in implementing a stormwater program and regional projects, such as those at Maybury and Raitt & Myrtle Parks, which demonstrate the City's commitment to improving water quality and meeting regulatory requirements. Approximately 37% of the City is considered DAC, 65% of which is within the Newport Bay Watershed. This will allow the City to go after funding with little to no match for multi -benefit projects. We are excited to share details of many programs, even those targeted to address economic impacts of the pandemic, with the City so that multi -benefit projects that help address regulatory requirements can be implemented at little to no cost to the City. Due to proposal length limitations, we look forward to discussing these with you in person or virtually! Stormwater Solutions There is a demand to improve water quality throughout the region and within the City, especially within the Newport Bay Watershed, which covers 60% of the City's area and is subject to a variety of TMDLs. The most effective solution, in terms of pollutant removal and cost, truly depends on the site, field conditions, and goals. CWE does not take a cookie cutter approach when assisting in the development and design of compliance projects. We carefully craft a project that fits into the location, aligns with field conditions, meets water quality goals, fits into funding programs, and can be operated and maintained based on the City's preferences. Some of the most popular regional stormwater solutions (or Best Management Practices [BM Ps]) are summarized below to demonstrate our understanding and approach. Subsurface Infiltration Systems Subsurface infiltration systems can come in many shapes, sizes, and materials. Many of the projects highlighted as part of our experience utilized a form of subsurface infiltration, including precast concrete vaults, High Density Polyethylene (HDPE) chambers, and drywells. We understand the Raitt & Myrtle Park Stormwater Project being implemented by the City was to include a subsurface infiltration system. Infiltration is typically the most successful and cost- effective solution for addressing pollutants, as all pollutants in the captured runoff are removed from the downstream receiving water. Infiltration also provides other benefits, such as groundwater recharge. We understand the groundwater levels in the City are expected to be shallow (less than 50 feet). If the groundwater is too shallow, such that ten feet of separation cannot be provided between the system invert and the groundwater level, then infiltration may not be feasible. Areas identified as being susceptible to liquefaction also exist in the City and can influence infiltration feasibility. We recommend implementing site specific geotechnical explorations early in the concept development process to better understand if infiltration will be suitable. Table 1 Common Subsurface Infiltration System Challenges and Constraints Challenge/Constraint Strategies Shallow infiltration will be evaluated (to provide 10 feet of High groundwater levels separation) or alternative strategies will be explored (options below 25F-130 GE City of Santa Ana ^lam On -Call Stormwater Project Design Services RFP No.: 20-102 Challenge/Constraint Strategies Geotechnical explorations will be performed at a variety of Low infiltration rates depths to check if deeper or shallower infiltration systems could be used Geotechnical exploration will include testing to determine if Geotechnical hazards liquefaction potential is high onsite, and if so, other options will be explored Lack of open space If geotechnical conditions permit, deeper infiltration systems such as d ells can be implemented without a large footprint High sediment loading in Pretreatment to be implemented upstream of infiltration system influent flows to reduce clogging and focus maintenance in pretreatment Open spaces in public Outreach is critical in working with the community and it may be use areas beneficial to require work during times of lower use Basin and/or Wetlands Basin and wetlands are great opportunities to provide greater capture volumes when there is available open space. If landscape design is incorporated, basins/wetlands can be considered nature -based solution, which makes additional funding opportunities available. It is often more challenging to place open facilities in developed environments, such as the City. They can be incorporated into parks and can be coupled with trails and walking paths to provide the community different recreation opportunities, like the Torrance Stormwater Basins described under our experience. Open basins can be used to support infiltration (additional discussion on benefits above), or more commonly, for treatment when infiltration is not feasible. These types of facilities can enhance the local habitat while providing water quality and community benefits. We understand the City is implementing open bioretention basins at Mabury and Raiff & Myrtle Parks. Table 2 Common Basin/Wetland Challenges and Constraints Challenge/Constraint Strategies Lack of open space Combine above and belowground features to maximize capture available and utilize open surfaces ace available Include an underdrain and/or overflow system to take advantage Infiltration infeasible of treatment benefits before discharging downstream Evaluate opportunities to use the captured runoff for irrigation Create a barrier or lining to provide some treatment and verify Shallow groundwater design can take lateral loading from groundwater or create deep and shallow zones, some of which may have permanent water source Mosquito concerns Verify water movement (infiltration/filtration), use aerators, and/or design shallow/emergent zones to move flows 25F-131 GE City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Green Streets Runoff is captured and conveyed along streets until drainage infrastructure, such as catch basins, is reached. This makes streets a great location to implement stormwater capture systems. Green streets are found to be most beneficial on streets that capture local drainage, the parkway is wider, and the slopes are low or mild. Different types of BMPs can be used on streets, such as subsurface infiltration, open bioretention or bioswales, street trees, and more, as demonstrated in some of the projects highlighted in our experience. Green infrastructure can be implemented in streets as its own project, coupled with street reconstruction/maintenance, or incorporated into complete streets (inclusive of bike lanes). Green streets can be used as regional solutions and there may even be opportunities to increase capture using a storm drain diversion. As part of our Laurel Canyon Boulevard r Green Street Project, we designed green infrastructure in an area that did not have drainage infrastructure to provide water quality and flood control benefits. em Implementing green infrastructure on streets is another •�sc, , � cdlnto P i� way to utilize other funding programs targeted more _^°m towards transportation projects. Green infrastructure can also be coupled with programs like Safe Routes to School. We understand the City is planning to implement a City -Wide Street Drainage and Water Los Angeles Green Quality Improvement Project in multiple phases, which Street will include various green street elements. Table 3 Common Green Street Challenges and Constraints Challenge/Constraint Strategies Parkway is not very wide Incorporate surface and subsurface infrastructure to increase capture and/or utilize pervious pavement Landscape does not fit Biotreatment systems with covers to match existing sidewalk street aesthetics pavement may be used to match street aesthetics while improving water quality Outreach with businesses early and possibly allow them to be Business access involved in selecting green infrastructure or plant palette so they feel connected Utilities located in Conduct utility search early on and coordinate if needed with sidewalk utility companies, while opportunities to avoid utilities can be evaluated Conduct outreach, develop specifications that clearly identify Traffic concerns priorities and requirements for access, and consider night work on busy streets where impacts may result in significant lane closures Frequent catch basins Consider using culverts to allow low flows to bypass catch basins capture flows so that BMPs are not needed upstream of every catch basin -10- GE25F-132 City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Sewer Diversion Low flow diversions have been used in Southern California over the past several decades to capture dry -weather flows, which have often been associated with high concentrations of pollutants. This allows the wastewater treatment plant to treat runoff before discharging it or using it for non -potable or recycled water, therefore reducing pollutant loads to downstream receiving waters while providing addition conservation/water reliability benefits. These are a great way of addressing dry -weather TMDLs, especially when there are space concerns or infiltration is not feasible. Sewer discharge fees are one thing to consider, as they will continue in perpetuity. Water conservation efforts made in response to recent drought years has resulted in households using less water and creating less wastewater, which has impacted some treatment plants that rely on a specific t inflow for the treatment processes to work. Some Sanitation Districts have been open to accepting storm flows in addition to a dry -weather flows to help solve these issues. While the discharge fees may make this approach less favorable, it may be an option to consider, especially when infiltration is not feasible and there is limited space for other infrastructure. We have led several similar projects (identified in our experience) and understand the coordination required and electrical components to regulate discharges. We understand a low flow diversion exists in the Newport Bay Watershed on the Santa Ana -Delhi Channel, and there may be additional opportunities within the watershed to assist ' with compliance. Table 4 Common Sewer Diversion Challenges and Constraints Challenge/Constraint Strategies Stakeholder coordination early on to understand capacities and Sewer capacity opportunities for upsizing, while alternatively, storage can be provided and used to regulate flows to meet available capacities Fees identified early in the assessment process so that they can Discharge fees be considered as part of operation and maintenance costs before major decisions are made Wastewater treatment plants are not designed to treat high Influent water quality sediment loads; therefore, monitoring may be needed to determine if pretreatment is needed and to what level Flow meters and other equipment can be used to help reduce Sewer overflows risks of overflows, along with coordination with sewer owner/operator Backwash of sewer flows Check valves and pumps may be used to prevent cross into storm drain contamination from occurring and degrading water quality 1 25F-133 GE City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Advanced Treatment Systems The abovementioned, among other, alternatives are typically more favorable than advanced treatment, while it may be beneficial at the right time and place. Advanced treatment can be used to reduce pollutant loads before discharging downstream or as part of a treatment train process in which treated flows can then be used for other beneficial purposes (typically non - potable). CWE led the design of the Los Amigos Park project, which used captured runoff for toilet flushing and spray irrigation. These uses have the potential for human contact; therefore, advanced treatment was required. Captured runoff can also be used in drip irrigation systems without advanced treatment. We also led a regional low flow diversion project, in which three sites capture runoff from over 35,000 acres. The dry - weather flow rates were going to result in $600,000 to $850,000 annual sewer discharge fees, which add up quickly over time. As an alternative, Ultraviolet (UV) advanced treatment systems are being placed to treat runoff before discharging it downstream. This was ` determined to be more cost effective than a sewer diversion. We understand various treatment systems, when they are most suitable, and how to use them to achieve compliance and meet multiple benefits. Table 5 Common Advanced Treatment System Challenges and Constraints Challenge/Constraint Strategies Non -potable demand with Utilize advanced treatment in accordance with local codes and human contact requirements, such that runoff can be used to meet local demands Public concerns regarding Outreach campaign to create clear and easy to follow messaging chemicals to educate community on treatments stem operations Space limitations Various equipment can be used and configured to reduce footprint requirements while meeting project goals Operation and Long-term needs presented early on to inform decision making; maintenance maintenance crews can be trained or consultants may be used Typical Tasks CWE will prepare a detailed scope of work tailored to each project that comes through this on - call contract. This section summarizes typical tasks expected based on the RFP and our expertise on similar projects. The table below includes an outline of potential tasks by category/phase with minimal descriptions. We have kept the descriptions short due to page limitations, while comprehensive descriptions will be provided before the start of a contracted project. Task with asterisks (") are in addition to those identified in the RFP. We feel it is important for the City to have a feel for what it would be like to work with CWE to better inform the selection process. We hope to meet with the City (in person or virtually) to further discuss our experience, expertise, and how we would benefit the City. -12- GE25F-134 City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 Table 6 Outline of Potential Project Tasks by Category/Phase Task Notes/Description Project Management Discuss project, approach, scope, schedule, Kickoff meeting " expectations, concerns, invoice format, and data needs at start of project Progress meetings " Present key deliverables/milestones during project Project Management Plan Include milestones, task breakdowns, coordination efforts, etc. and will be provided upon City request Quality Assurance/Quality Control Detail internal QA/QC procedures followed during (QA/QC) Plan project to review and control documents submitted to City Schedule Review schedule showing tasks and deliverables Submit invoices in format agreed upon with City, Invoicing which may be tailored if project is receiving grant funds Project Planning/Feasibility Studies Benefit analysis " Quantify multiple benefits to support funding efforts Perform analyses and assessments to develop Conceptual design conceptual layouts, sizing, and cost opinions before moving into design Assess costs (capital, operations, and maintenance) Cost benefit analysis and benefits to compare projects or project alternatives Cost opinion " Develop planning level cost opinions to support funding requests and City budgeting Perform many of the tasks within this category and Feasibility studies combine information into a comprehensive report that identifies challenges, constraints, strategies, and next steps Identify locations for monitoring and/or analyze flow Flow monitoring studies data collected to determine need, benefit, and/or sizing Collect geotechnical data, including infiltration rates, Geotechnical explorations to determine implementation approach, costs, and sizing Identify and track grants and funding opportunities Grant tracking and prepare applications for water quality/multi- benefit projects Perform analyses and calculations to determine Hydrologic/hydraulic drainage area size/characteristics, anticipated flow model/calculations rates/volumes, impacts to existing drainage systems, and project sizing using a variety of approved/preferred models/software 13 - CWE 25F-135 City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 Task Notes/Description Utilize Geographic Information System (GIS) to map Mapping services pp g project data or City data that will inform projects and/or programs, including drainage features, existing projects, land uses, and proposed improvements Follow approved guidance documents/templates to Preparation/review of WQMPs prepare and/or review WQM Ps, which includes drainage area delineation, calculations, BMPs, and associated site plan(s) Prepare and attend presentations to inform Presentations community members, regulators, and/or stakeholders of upcoming projects/programs (tailored to the audience Develop outreach materials, deliver presentations, Public outreach " and inform the public of project scope, benefits, and impacts Perform field reviews to identify existing Research existing conditions improvements and features and send preliminary (utilities) utility notices, collect utility information, map utilities, and coordinate if needed Prepare and implement monitoring plans/programs to Stormwater sampling/analysis understand water quality to support projects, compliance, effectiveness assessments, and future planning efforts Develop materials, deliver presentations, and inform Stakeholder outreach stakeholders of project scope, benefits, and impacts and understand any requirements/restrictions they may have 14 - CWE 25F-136 �" City of Santa Ana ,> : On -Call Stormwater Project Design Services RFP No.: 20-102 Task Notes/Description Environmental Documentation and Permitting Prepare studies (archeo, cultural, historical, and paleo), Initial Studies/Checklist, Categorical CEQA (including supporting studies) Exemptions, Mitigated Negative Declarations, Environmental Impact Reports, and other documentation to comply with CEQA requirements Identify applicable permits, prepare application Permits (Section 401, Section 404, packages, coordinate with permitting agencies, and Section 408 ", Section 1602) incorporate requirements into plans and specifications based on the project scope and characteristics Prepare studies (archeo, cultural, historical, and NEPA paleo), Environmental Assessment, and other documentation to align with NEPA requirements if/when federal funds are being used and if required Coordinate and submit documentation seeking approval of proposed improvements when project Orange County Flood/Sanitation impacts Orange County Flood Control District (encroachment) or Orange County Sanitation District (dischargepermit) California Department of Prepare applications and supporting documentation Transportation Caltrans Permit " when improvements encroach Caltrans right-of-way Project Design Design (architectural, civil, electrical, Preparation of neat and clear multi -discipline design geotechnical, instrumentation, plans including notes, plan view, profiles, cross landscape, mechanical, and sections, and details using Microstation and the City's structural) CADD Standards Develop bid items, bid lists, and engineer's estimate Develop cost estimates based on design plans, construction notes, specifications, and quantity take offs Perform detailed topographic survey to collect Land surveying elevation data and existing improvements/features, which will serve as the basis for design plans Prepare specifications based on the City's standard/boiler plate, including special provisions and Specifications (PS&Es) technical specifications based on the latest Greenbook and referencing other standards, such as Caltrans Construction Engineering Support Bid support Attend pre -construction meeting, respond to bidder inquiries, and prepare addenda Submittal/shop drawing/change order Review and respond to submittals, shop drawings, and change orders in accordance with plans and review specifications Requests for Information (RFIs) Review and respond to RFIs Perform field reviews before, during, and after Field review construction and report to City on meeting design intent and document other site conditions -15- GE25F-137 °"'" City of Santa Ana ._::✓ On -Call Stormwater Project Design Services RFP No.: 20-102 Task Notes/Description Construction management Oversee construction on behalf of the City Prepare reports, conduct monitoring, summarize data, Post -project support develop as-builts, and assess effectiveness following completion in accordance with grants or other programs Grant Administration Support Prepare applications and supporting documents to Develop grant applications " assist the City in obtaining funds for multi -benefit projects Develop Monitoring and Reporting Plans, Quality Develop plans and reports Assurance Program Plans, quarterly/final reports, etc. as needed based on the grant agreement/requirements Develop tracking templates in coordination with City Track grant opportunities goals and objectives to position in advance for opportunities Create presentations and informational materials for Presentations the City to use in coordination with grant/funding opportunities Relevant Project Experience City of Culver City Washington Boulevard P3 Urban Runoff Diversion CWE is designing the region's first Public Private Partnership (P3) project for stormwater purposes. This P3 project with Costco includes a diversion system to capture stormwater and urban runoff from a drainage area of approximately 40 acres for the City of Culver City. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The system is expected to capture approximately 122,000 cubic feet of stormwater runoff. Tasks include: developing project concepts for diversion and bio-filtration systems; conducting an environmental study; performing hydrologic and hydraulic analyses; coordinating with the City of Los Angeles and Los Angeles County Department of Public Works (LACDPW); topographic survey; conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components; preparing Plans, Specifications, and Estimates (PS&E); providing community outreach support; and construction support. Contact: Kim Braun, Project Manager, (310) 253-6421, kim.braun@culvercity.org -16- GE25F-138 City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 City of Torrance Stormwater Basin and Treatment Wetlands Enhancement This project received awards from the American Public Works Association (APWA), American Society of Civil Engineers (ASCE), Engineering News -Record (ENR), California Stormwater Quality Association (CASQA), and Storm waterSoiutions magazine. CWE designed two treatment wetlands, two infiltration basins, and 300 feet of pressured storm drain piping to retain, treat, and infiltrate stormwater runoff to help the City comply with the Santa Monica Bay Beaches Bacteria Total Maximum Daily Load (TMDL). CWE performed a topographic and boundary survey of each basin and coordinated a geotechnical investigation for the design of earthwork, pipelines, structures, other site improvements, and infiltration capabilities of three basins. A wetlands sustainability analysis was performed to evaluate dry -weather inflows, evaporation, evapotranspiration, and infiltration, and ensure the long-term functionality of the wetlands system. CWE conducted a hydrologic analysis using the Modified Rational Method (MODRAT) in Watershed Modeling System (WMS) to evaluate the reservoir routing and pumping from the interconnected wetlands/detention basin system under Capital Flood and Standard Urban Stormwater Mitigation Plan (SUSMP) conditions. Water quality modeling determined the reduction in pollutant loads. The estimated annual pollutant load reduction for this project is 91 %. Using the stormwater for irrigation reduces the potable water demand by approximately 2,800,000 gallons annually. The project included designing and preparing construction documents for the proposed improvements, including: site grading, roadway paving, recycled water line, and piping plans; retaining walls; park lighting and signage; stream channel and infiltration basin design; trails, viewing areas, and landscaping details; a water -tight system for irrigation; inlet and outlet structures; bridge structures; culverts, 20-cfs flood control pump station, and several irrigation pump stations, and other control structures; electrical and mechanical plans; and Supervisory Control and Data Acquisition (SCADA) plans. The project also included placement of new trash sweeping signage and catch basin screens throughout the basin subwatersheds. The project included coordination with the Los Angeles County Flood Control District (LACFCD). Special consideration was given to protect the burrowing owl and legless lizard habitat. CWE performed legless lizard surveys prior to and during construction. Specifications per Greenbook and special provisions and estimates were prepared. CWE also provided construction management and support services. Contact: John Dettle, Engineering Manager, (310) 618-3059,jdettle@torranceca.gov with 446 acre-feet of runoff annually City of San Fernando Regional Park Infiltration CWE provided design services for the City of San Fernando Regional Park to install an underground manufactured infiltration system underneath the existing park and replace the baseball field and irrigation system. Six different alternatives were developed and evaluated to maximize benefits while reducing capital cost and ongoing life cycle cost. The infiltration system serves a drainage area greater than 950 acres and recharge groundwater sources CWE recommended upsizing the system and doubling the -17- 25F-139 GE. City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 capture area (originally 400 acres) to maximize water quality benefits while remaining compliant with grant terms. The system has a single storm capture capacity greater than 24 acre-feet. CWE assisted the City in obtaining over $12 million for construction and coordinating with a local stakeholder to provide additional financial support. The City also used a Proposition 1 grant to fund design efforts. The City ultimately paid approximately $300,000 for $15 million worth of implementation. Above -ground park improvements proposed as part of the project benefit the surrounding Disadvantaged Community (DAC), which helped secure the abovementioned funding. Tasks included: utility and community coordination; developing a preliminary design report emphasizing a gravity system as the best alternative to meet City needs; performing environmental studies that meet California Environmental Quality Act (CEQA) requirements; obtaining Los Angeles County Flood Control District (LACFCD) permits; providing topographical surveys; conducting a geotechnical investigation; developing a plan for landscape and irrigation improvements; preparing a hydrologic and hydraulic study; providing potholing services; preparing Plans, Specifications, and Estimates (PS&Es); preparing an Operations and Maintenance (O&M) manual for proposed structural stormwater BMPs, pretreatment devices, and stormwater infiltration system; and providing bid and construction support. Additional design services included 2,500 lineal feet of roadway reconstruction, including Americans with Disabilities Act (ADA)-compliant ramps; 4,500 lineal feet of new storm drain used to maximize capture, and 6-inch sewer reconstruction. Contact: Kenneth Jones, Management Analyst, (818) 898-1240, kjones@sfcity.org City of Santa Monica Los Amigos Park Stormwater Harvesting and Direct Use Demonstration �— this project was the recipient of the 2017 California a Stormwater Quality Association (CASQA) Outstanding Stormwater Sustainability Project, ASCE Outstanding Small Project, and the Storm WaterSoiutions Top Stormwater and Erosion Control Project Awards. CWE — designed a demonstration project that taps into an • existing storm drain line running along a school athletic field and the City of Santa Monica's Los Amigos Park, routes stormwater and dry -weather flows from the storm drain through a vortex system using a diversion structure into a subsurface water -tight cistern, treats the stormwater and dry -weather runoff with an Ultraviolet (UV) treatment system, and delivers highly treated water to the park irrigation system and indoor plumbing for toilet flushing. The project's purpose was to demonstrate the feasibility of harvesting local water resources, including storm drain flows, to decrease potable water use, reduce polluted urban runoff discharge to the receiving water body, and protect the future of California's water supply. CWE designed a UV treatment train system that treats approximately 80 gallons per minute (gpm). A jack -and -bore approach was also designed and implemented to reduce construction disturbance within the street. Tasks included: developing a project study report; conducting a geotechnical investigation and utility search; preparing Plans, Specifications, and Estimates (PS&Es); coordinating with the Los Angeles County Flood Control District (LACFCD); obtaining regulatory approvals from the California Coastal Commission (CCC), Department of State Architect (DSA), and the Los Angeles County Department of Public Health (DPH); performing public education and outreach; providing construction support; preparing a Sampling and Analysis Plan (SAP); assisting the City with report preparation; and designing educational signage. Contact: Carlos Rosales, Civil Engineering Associate, (310) 458-8721 Ext. 2620, carlos.rosales@smgov.net -18- GE25F-140 DCity of Santa Ana On-Call Stormwater Project Design Services RFP No.: 20-102 City of Los Angeles Laurel Canyon Boulevard re Green Street Design -Build This project received awards from the American Society of Civil Engineers (ASCE) Los Angeles Section, — = ASCE Metropolitan Los Angeles Branch (MLAB), and California Stormwater Quality Association (CASQA). CWE designed and performed construction management for roadway widening, sidewalk improvements, and over 2,100 square feet of bioretention systems, 13 dry -wells, along 1,000 linear feet of Laurel Canyon Boulevard for Year Completed: 2017 LA Sanitation — City of Los Angeles and the Los Angeles Conservation Corps. The project provided increased groundwater recharge, reduced flooding impacts, enhanced water quality, protected compatible beneficial uses, and improved the neighborhood quality of life. To accomplish this, CWE designed a series of bioretention swales along Laurel Canyon Boulevard between Kagel Canyon Street and Terra Bella Street with curb, gutter, and sidewalk improvements. This project collects over 100 acre-feet annually of stormwater runoff from a 125-acre drainage area. CWE provided pre-, during, and post - construction support for this project. Contact: Gordon Haines, Environmental Specialist, (213) 485-0585, gordon.haines@lacity.org Alhambra Wash. Eaton Wash. and San Gabriel valley Council of Governments Rio Hondo Load Reduction Strategy Preliminary Engineering and Final Design Services CWE prepared a feasibility assessment and preliminary design plans for three diversion locations within the Rio Hondo -Los Angeles River watershed in compliance with the MS4 Permit requirements. Our contract is in the process of being extended to include final design. The Rio Hondo Load Reduction Strategy (LRS) addresses requirements pertaining to the Los Angeles River Bacteria TMDL. The three diversion areas include Rubio Wash. CWE developed over 12 alternatives for meeting bacteria reduction objectives, which included sewer diversion, advanced treatment (UV/ozone), groundwater injection, and treatment facility options. Advanced treatment using UV was ultimately selected. Tasks included: coordination with the Los Angeles County Sanitation Districts (LACSD) to verify discharge allowed to the sanitary sewers in the area, detailed flow analysis, coordination with the watermaster, site field investigation, topographic survey, utility search to identify existing or planned utility conflicts, geotechnical evaluation to identify soil characteristics and infiltration capacity, permits and easement evaluation, preliminary operations and maintenance, and preparation of a feasibility assessment report and preliminary design plans. CWE staff developed the feasibility assessment, preliminary designs, and Final PS&E to be in compliance with the Safe Clean Water Program and assist the Council in securing coveted grant funding. Contact: Mark Christoffels, Chief Engineer, (626) 962-9292, mchristoffels@sgvcog.org -19- GE25F-141 City of Santa Ana F On -Call Stormwater Project Design Services RFP No.: 20-102 References City of Los Angeles Contact Kenneth Jones Title Management Analyst Address 117 Macneil Street San Fernando, California 91340 Telephone (818) 898-1240 Email kjones@sfcity.org Project I City of San Fernando Regional Park Infiltration City of Culver City A16 Contact Kim Braun Title Project Manager Address 9505 West Jefferson Boulevard Culver City, California 90232 Telephone (310) 253-6421 Email kim.braun@culvercity.org Project Washington Boulevard P3 Urban Runoff Diversion GabrielSan Contact Mark Christoffels Title Chief Engineer Address 4900 Rivergrade Road, Suite A120 Irwindale, California 91706 Telephone (626) 962-9292 Email mchristoffels@sgvcog.org Project Rio Hondo Load Reduction Strategy Preliminary Engineering and Final Design Services 25F-142 GE City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 25F-143 Appendix A Forms GE. Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of. any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion th constitute signature of this Non -collusion Affidavit. BIDDERS are cautionedhat mat' se certification may subject the certifier to criminal prosecution. Signed State of CaliforniV County of orange Subsc ed and sworn to (or affirmed) before me on this '-)aday of �U) , 20- ZD by proved tome on the basis of satisfactory evidence to be t e person(s) who appeared before me. Notary P _ c Si lure Notary Public Seal i ., , Amite Garg�Bapna i CC?MM iil 23271B5 z it GRANGE County 6a11fetnia Notary Publl ....-._✓•....�Rmm Eat MaY 29.2024� City of Santa Ana RFP 20-102 Page A3-1 25F-144 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm CWE Signed and Printed Name: Title Principal Date August 12, 2020 Pereira City of Santa Ana RFP 20-102 Page A3-2 25F-145 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places. available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government 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. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 20-102 Page A3-3 25F-146 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: P ' ipal Title: CWE Firm: Date: August 12, 2020 City of Santa Ana UP 20-102 Page A2-4 25F-147 City of Santa Ana On -Call Stormwater Project Design Services RFP No.: 20-102 25F-148 Appendix B Resumes GE. CWE7 Katie Harrel, PE, ENV SP, aSD Katie Harrel is a civil engineer with eight years of experience in the management, feasibility assessment, and design of award -winning BMP projects. She coordinates with clients, permittees, subconsultants, and project staff to ensure projects adhere to strict budgets and deadlines. Her duties have included developing master planning concepts, designing urban runoff treatment and control facilities, preparing pollution prevention assessments and reports, performing stormwater compliance inspections, performing water quality monitoring, conducting hydrology and hydraulic studies, modeling hydrology and hydraulic conditions, conducting utility research, traffic control planning, and obtaining required permitting. Additionally, Katie has extensive experience assisting public agencies with complex grant applications as high as $10 million. RELEVANT EXPERIENCE City of San Fernando Regional Park Infiltration Project Manager for design services for the San Fernando Regional Park, which consists of installing an underground manufactured infiltration system, and removing/replacing the existing baseball field and irrigation system. The infiltration system will serve a drainage area greater than 400-acres and recharge groundwater sources with approximately 200 acre- feet of stormwater annually. The system has a single storm Years of Experience Education MS, Civil Engineering, 2015, California State University, Long Beach BS, Civil Engineering, 2013, California State University, Long Beach Registrations Civil Engineer, CA, 85752 EnvisionTM Sustainability Professional Credential Qualified SWPPP Developer, C85752 Awards and Recognition Civil + Structural magazine, "Rising Star," 2018 Orange County Engineering Council, "Young Engineer Award," 2015 Storm Water Solutions magazine, 'Rising Star, 2015 capture capacity greater than 24 acre-feet. Tasks include: utility and community coordination; conducting a preliminary design report; performing environmental studies that meet CEQA requirements; obtaining permits; providing topographical surveys; conducting a geotechnical investigation report; developing a plan for landscape and irrigation improvements; preparing a hydrologic and hydraulic study; providing potholing services; preparing PS&Es; preparing an O&M manual for proposed structural stormwater BMPs, pretreatment devices, and stormwater infiltration system; and providing bid and construction support. City of Culver City Washington Boulevard P3 Urban Runoff Diversion Project Manager assisting with the design of a diversion system to capture stormwater and urban runoff from a drainage area of approximately 40 acres for the City of Culver City. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The 25F-149 system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks include: review of the Geotechnical Investigation Report and Percolation Test Results, developing project concepts for diversion and bio-filtration systems, conducting an environmental study, performing hydrologic and hydraulic analyses and preparing a report, coordinating with the LACDPW, performing a topographic survey, conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components, preparing PS&Es, providing community outreach support, and providing construction support services. City of Santa Barbara Bohnett Park Stormwater Treatment Project Assistant Project Manager for design plans and construction specifications for the stormwater treatment system in the 2.25-acre Bohnett Park, located within the Westside neighborhood of Santa Barbara. The project system captures, treats, and infiltrates storm water from two 18-inch storm drains. Tasks performed included checking the hydrology using Los Angeles County methods, calculating infiltration scenarios, and modeling in MODRAT and Hydraflow. Additional tasks included project management and coordination, schedule and budget tracking, and coordination with the City Project Manager; data review of storm drain records and LiDAR maps, utilities within the park, design plans for park improvements, existing geotechnical information, and the City's Stormwater BMP Guidance Manual; drainage report preparation for the stormwater capture and treatment system design and existing site conditions; geotechnical investigation including borings 15 feet below existing grade for soil classification and infiltration at three different locations within the park; preparation of two conceptual design alternatives; and preparation of PS&Es for the agreed upon alternative. This project was completed within budget and one month ahead of schedule. City of Santa Monica Los Amigos Park Stormwater Harvesting and Direct Use Demonstration Assistant Project Manager for the design of a demonstration project that taps into an existing storm drain line running along a school athletic field and the City of Santa Monica's Los Amigos Park, reroutes stormwater and dry -weather flows from the storm drain through a vortex system into a cistern, treats the stormwater and dry -weather runoff, and delivers highly -treated water to the park irrigation system and indoor plumbing for toilet flushing. The project's purpose is to demonstrate the feasibility of harvesting local water resources such as storm drain flows to decrease potable water use, reduce polluted urban runoff discharge to the receiving water body, and protect the future of California's water supplies. Tasks included: developing a project study report, a utility search, preparing design Plans, Specifications, and Estimates (PS&Es), obtaining regulatory approvals, public education and outreach, construction support, preparing a Sampling and Analysis Plan (SAP), assisting with report preparation, and designing educational signage. Los Angeles County Public Works Grant Support Services Project Manager responsible for the preparation and submittal of grant applications for multiple parks projects for Los Angeles County Public Works (LACPW). Proposition 1 project locations include Adventure Park, Walnut Park, and Alondra Park, and Proposition 68 project locations include Bassett High School. Katie and CWE staff maintains and regularly updates a log of grant opportunities with information pertaining to requirements, eligibility, goals, funding limits, timelines, and more. CWE's goal in developing these grant applications is to champion stormwater capture (and reuse) projects, which will ultimately serve to further our mission of Creating a Better Tomorrow, Today, while saving our public agency clients substantial funds. 25F-150 Jason Pereira, PE, CPSWQ, QSD/P, QISP, CGP/IGP-ToR Jason Pereira is a founding Principal of CWE with 24 years of experience in developing and implementing of stormwater management programs for compliance with NPDES Permit requirements and has prepared numerous documents for the implementation of pollution prevention practices including WQMPs, SWPPPs, Erosion Control Plans, SPCC Plans, and TMDL Implementation Plans. He has worked extensively on projects to obtain tangible, cost-effective improvements in water systems and urban runoff water quality through proactive initiatives in regulatory compliance. As a technical expert, Jason has presented numerous workshops on critical water -related issues at CASQA Annual Conferences and other events. RELEVANT EXPERIENCE City of Torrance Stormwater Basin and Treatment Wetlands Enhancement Principal -in -Charge for the design of two treatment wetlands and two infiltration basins to retain, treat, and infiltrate stormwater runoff. This project helps the City comply with the Santa Monica Bay Beaches Bacteria TMDL requirements. Designed two 10-inch and one 14-inch pressured storm drain lines. Performed a wetlands sustainability analysis to evaluate dry -weather inflows, evaporation, evapotranspiration, and infiltration and ensure eo" Years of Experience 24 Education BS, Civil Engineering, University of California, Los Angeles Registrations Civil Engineer, CA, 61509 Certified Professional in Storm Water Quality, 527 Qualified SWPPP Developer/ Practitioner, 21 Qualified Industrial Stormwater Practitioner, 090 Industrial General Permit Trainer of Record, 090 Construction General Permit Trainer of Record Awards and Recognition Storm Water Solutions magazine, "Industry Icon," 2015 the long-term functionality of the wetlands system. Conducted a hydrologic analysis using MODRAT in WMS to evaluate the reservoir routing and pumping from the interconnected wetlands/detention basin system under Capital Flood and SUSMP conditions. Conducted public outreach to gain input from the nearby community and residents. Designed construction documents for the proposed improvements, including site grading, roadway paving, recycled water line, and piping plans; retaining walls; park lighting and signage; stream channel and infiltration basin design; trails, viewing areas, and landscaping details; a water -tight system for irrigation; inlet and outlet structures; bridge structures; culverts, pump stations, and other control structures; electrical and mechanical plans; and SCADA plans. The project included coordination with the LACFCD. Special consideration was given to protect the burrowing owl habitat and the legless lizard. Performed legless lizard surveys prior to and during construction. Specifications per Greenbook and special provisions and estimates were also prepared. 25F-151 City of Los Angeles Laurel Canyon Boulevard Green Street Design -Build This project received awards from the ASCE Los Angeles Section, ASCE Metropolitan Los Angeles Branch, and CASQA. Principal -in -Charge for the design of bioswales along 1,000 linear feet of Laurel Canyon Boulevard for LA Sanitation — City of Los Angeles and the Los Angeles Conservation Corps. The project provided increased groundwater recharge, reduced flooding impacts, protected compatible beneficial uses, and improved the neighborhood quality of life. This was accomplished by the design of a series of infiltration swales along Laurel Canyon Boulevard between Kagel Canyon Street and Terra Bella Street with curb, gutter, and sidewalk improvements. This project collected stormwater runoff from a 125-acre drainage area. Duties included developing design and traffic control plans and performing construction management. City of Los Angeles Garvanza Park Rainwater Capture and Use This project received the prestigious CASQA Outstanding Stormwater BMP Implementation Project Award. Principal Engineer responsible for assisting LA Sanitation — City of Los Angeles and North East Trees to determine the feasibility of retrofitting Garvanza Park with regional stormwater management BMPs to enhance urban and stormwater runoff water quality from an 85-acre watershed for TMDL compliance. Designed a drainage system to route runoff from an existing 48-inch RCP storm drain into a pretreatment BMP system consisting of a hydrodynamic separator and settling basin, one water tight subsurface detention gallery, and one subsurface -infiltration gallery for onsite landscape irrigation use and infiltration. Designed the pump station with SCADA and inline monitoring systems. Delineated and characterized the tributary watershed to conduct a hydrologic and hydraulic analysis, and performed a pollutant load removal analysis for the proposed structural treatment controls. Performed tasks involving utility research, topographic ground surveying, potholing, a geotechnical analysis, including onsite infiltration testing, and shoring analysis. Delivered PS&E construction documents and assisted with the bid process. Performed construction administration duties, including construction inspection and material testing. Performed post -construction water quality monitoring to assess BMP function and effectiveness, which proved the project is showing tangible results in terms of TMDL compliance. Worked with stakeholders to identify concerns prior to and during construction. City of Beverly Hills Burton Way Median Green Street Principal -in -Charge for a feasibility study and the design of bioswales and green street improvements to capture and retain urban runoff on the Burton Way median in the City of Beverly Hills. These improvements will assist the City in complying with the Ballona Creek Watershed EWMP and the Ballona Creek Metals TMDL. The project includes aesthetic improvements with efficient landscape design, including drought -tolerant plants that reduce outdoor irrigation use and help the City meet water conservation objectives. The multi -benefit design incorporates walking trails, including public art displays and an aesthetically pleasing landscape. The project will enhance water quality, reduce flooding impacts, and provide a beautiful, tranquil community space that increases public awareness of stormwater quality and water conservation issues. 25F-152 Vik Bapna, PE, ENV SP, CPSWQ, QSD/P Vik Bapna is an award -winning civil engineer with 29 years of experience in the planning, design, and construction of more than $200 million worth of civil engineering projects, ranging from single -lot developments to regional stormwater best management practice (BMP) projects with multiple stakeholders. His experience includes developing multi - benefit water quality enhancement projects, developing multiuse projects to infiltrate urban and stormwater runoff, designing structural treatment control BMPs, and developing project concepts. Vik was responsible for developing the first urban watershed plan that addressed flood protection, water quality enhancements, creation of open space and recreational opportunities, and habitat enhancements. 1:14ICU Z1111W a4:114ZIN4 City of Torrance Sformwafer Basin and Treatment Wetlands Enhancement Project Manager for the design of two treatment wetlands and two infiltration basins to retain, treat, and infiltrate stormwater runoff. Managed the design of two 10-inch and one 14-inch pressured lines. Supervised topographic and boundary survey and coordinated a geotechnical investigation for the design of earthwork, pipelines, structures, and other site improvements. Performed a wetlands sustainability analysis to evaluate dry - weather inflows, evaporation, and infiltration and ensure the long-term functionality of the wetlands system. Conducted a Years of Experience 29 Education BS, Civil Engineering, 1991, New Jersey Institute of Technology Registrations Civil Engineer, CA, 52060 EnvisionTM Sustainability Professional Credential Certified Professional in Storm Water Quality, 543 Qualified SWPPP Developer/ Practitioner, 368 Awards and Recognition Orange County Engineering Council, "Outstanding Engineering Merit Award," 2015 Storm Water Solutions magazine, "Industry Icon, 2015 hydrologic analysis using MODRAT in WMS to evaluate the reservoir routing and pumping from the interconnected wetlands/detention basin system under Capital Flood and LID Plan conditions. Conducted public outreach to gain input from the nearby community and residents. Managed design of construction documents for improvements, including site grading, roadway paving, recycled water line, and piping plans; retaining walls; park lighting and signage; stream channel and infiltration basin design; trails, viewing areas, and landscaping details; a water -tight system for irrigation; inlet and outlet structures; bridge structures; culverts, pump stations, and other control structures; electrical and mechanical plans; and Supervisory Control and Data Acquisition (SCADA) plans. Coordinated with the Los Angeles County Flood Control District (LACFCD). Special consideration was given to protect the burrowing owl habitat and the legless lizard. Managed legless lizard surveys prior to and during construction. 25F-153 CW= Vik Bapna PE, ENV SP, CPSWQ, QSD/P City of Santa Monica Los Amigos Park Stormwater Harvesting and Direct Use Demonstration Project Manager for the design of a demonstration project that tapped into an existing storm drain line running along a school athletic field and the City of Santa Monica's Los Amigos Park, rerouted stormwater and dry -weather flows from the storm drain through a vortex system into a cistern, treated the stormwater and dry -weather runoff, and delivered highly - treated water to the park irrigation system and indoor plumbing for toilet flushing. The project's purpose was to demonstrate the feasibility of harvesting local water resources such as storm drain flows to decrease potable water use, reduce polluted urban runoff discharge to the receiving water body, and protect the future of California's water supplies. Tasks performed included: developing a project study report, performing a geotechnical investigation and utility search, preparing design PS&Es, obtaining regulatory approvals, public education and outreach, construction support, preparing a Sampling and Analysis Plan, assisting the City in report preparation, and designing educational signage. City of San Fernando Regional Park Infiltration Principal -in -Charge for design services for the San Fernando Regional Park, which consists of installing an underground manufactured infiltration system, and removing/replacing the existing baseball field and irrigation system. The infiltration system will serve a drainage area greater than 400-acres and recharge groundwater sources with approximately 200 acre-feet of stormwater annually. The system has a single storm capture capacity greater than 24 acre-feet. Tasks include: utility and community coordination; conducting a preliminary design report; performing environmental studies that meet CEQA requirements; obtaining permits; providing topographical surveys; conducting a geotechnical investigation report; developing a plan for landscape and irrigation improvements; preparing a hydrologic and hydraulic study; providing potholing services; preparing PS&Es; preparing an O&M manual for proposed structural stormwater BMPs, pretreatment devices, and stormwater infiltration system; and providing bid and construction support. City of Beverly Hills Burton Way Median Green Street Project Manager for the design of bioswales and green street improvements to capture and retain urban runoff on the Burton Way median in the City of Beverly Hills. These improvements will assist the City in complying with the Ballona Creek Watershed EWMP and Ballona Creek Metals TMDL. Designing aesthetic improvements with efficient landscape, including drought -tolerant plants that reduce outdoor irrigation use and help the City meet water conservation objectives. Runoff will be used for median irrigation, reducing the need for potable water and there will be up to eight acre-feet of storm water storage beneath the median. The multi -benefit design incorporates walking trails, public art displays and an aesthetically pleasing landscape. City of Los Angeles Garvanza Park Rainwater Capture and Use Project Manager responsible for assisting LA Sanitation — City of Los Angeles and North East Trees to determine the feasibility of retrofitting Garvanza Park with subregional stormwater management BMPs to enhance urban and stormwater runoff water quality from an 85-acre watershed for Total Maximum Daily Load (TMDL) compliance. Managed the design of a drainage system to route runoff into a pretreatment BMP system consisting of a designed pump station, hydrodynamic separator and settling basin, one water tight subsurface detention gallery, and one subsurface - infiltration gallery for onsite landscape irrigation use and infiltration, Supervisory Control and Data Acquisition (SCADA), and inline monitoring systems. 25F-154 CWZ William "Bill" Young, PE William "Bill" Young is a respected leader in the California civil engineering community, with 40 years of experience managing large and small design projects from conceptualization and design through construction. Bill's experience covers a diverse range of community improvement projects, involving parking lot, street, curb, and gutter repairs and improvements; highway design; pavement rehabilitation design, including pervious pavement and interlocking pavers; bioswales and bioretention systems; stormwater BMPs; flood control infrastructure; and irrigation lines. He also has experience obtaining all necessary permits for these projects. His career experience includes three years of field survey, including field topography, boundary, construction staking, and as -built verification for utilities and flood control projects. IN4K%1Z111W7»:114ZIN4 Years of Experience 40 Education BS, Civil Engineering, 1979, California State Polytechnic University, Pomona Registrations Civil Engineer, CA, 35715 Affiliations American Society of Civil Engineers American Public Works Association City of Bell Gardens John Anson Ford Infiltration Cistern Project to Capture Urban Runoff Project Manager for developing design PS&Es for this urban runoff capture project. John Anson Ford Park is located in the City of Bell Gardens and the project will help the City and the Lower Los Angeles River Upper Reach 2 Watershed Management Group meet its NPDES MS4 Discharge requirements. The project will capture dry weather and storm runoff from a highly industrialized urban catchment area of 2,295 acres. The project is anticipated to provide compliance with existing water quality objectives for the entire Rio Hondo watershed portion of the LAR UR2 WMA. Tasks include: a geotechnical field analysis, utility search, hydrologic and hydraulic analysis, topographic mapping, preparation of design plans, construction specifications, and engineering cost estimates. City of El Monte Garvey Avenue Grade Separation Drainage Improvement Project Manager for improving drainage infrastructure in the City of El Monte by identifying and delineating tributary areas that contribute stormwater flow to the Garvey Avenue underpass. The project involves upgrades to the existing drainage system, including installation of new catch basins, inlets, and storm drain pipes; improvements to the existing pump station diverting the stormwater to the storm drain system; and implementation of green infrastructure initiatives to retain, reuse, or infiltrate the collected stormwater runoff. Tasks include: project management; stakeholder outreach; technical evaluations; right-of-way acquisition; obtaining regulatory permits from the USACE, RWQCB, and CDFW; preparing PS&Es; developing an O&M plan; and providing assistance with funding opportunities. 25F-155 CW= William "Bill" Young PE City of Burbank Johnny Carson Park Improvement and Stream Restoration This project received the American Society of Landscape Architects (ASLA) Southern California Quality of Life Award. Project Manager and Design Lead for civil design services for park improvements and the restoration of an urban stream through the 17-acre Johnny Carson Park in the City of Burbank. The restoration involved the removal of concrete and asphalt stream channel lining and its replacement with a bioengineered channel. The channel flows under two pedestrian bridges that required evaluation for loads, as well as analysis for scour related to flow constrictions since the abutments were to remain in place. A topographic survey was conducted, the bridges were inspected, the channel hydraulics were analyzed and a restored channel was designed. Other services included Plans, Specifications & Estimates (PS&E) for grading, drainage, access road enhancements, retaining walls, and walking trails. City of Long Beach El Dorado Nature Center Improvement Task Manager for civil design services for improvements to the El Dorado Nature Center (EDNC). The project design will reflect the EDNC's environmental mission by integrating creative and sustainable green elements into the park improvements. Tasks include: restoring and improving the parking lot, constructing ADA-accessible paths and trails to connect the parking lot and main entrance, designing a main entrance bridge replacement, enhancing the main entry gate and signage, improving the outdoor amphitheater for educational sessions and events, upgrading the entry site lighting, improving the play area and integrating natural materials, and replacing non-native trees and shrubs with appropriate native landscaping. Mountains Recreation and Conservation Authority Mission Canyon Trailhead Task Manager for the preparation of civil, structural, and electrical plans and specifications for the Mission Canyon Trailhead project. Civil engineering services include preparing a site grading plan using topographic survey and site layout, preparing site control and utility plans (electrical, sewer, and potable water), preparing drainage design and calculations, preparing water quality - required designs and reports, preparing CSI format civil specifications, providing permitting support, and coordinating with CEQA to provide estimates quantities of earthwork and pavement. Structural engineering services include reviewing geotechnical reports, preparing structural notes and calculations, and reviewing plans, elevations, sections, and details for the retaining wall and parking lot light foundation. Los Angeles County Department of Parks and Recreation Earvin Magic Johnson Park Design Lead for conceptual design, schematic design, construction documents and administration, plan checks, bidding, and as -built drawings for improvements to Earvin Magic Johnson Park and Ujima Village. The Earvin Magic Johnson Park is a facility that serves a portion of the greater Los Angeles area with limited park facilities. The Los Angeles County Department of Parks and Recreation (LACDPR) plans to renovate the facility. The renovation includes improvements to the south lake area, including the addition of a community center, a splash pad, playground facilities, and use of stormwater for irrigation and lake water replenishment. A water and sewer study was conducted to assess the feasibility of bringing potable water from the existing water line, adding a line for fire hydrants, and delivering waste water to the existing water system. Tasks include topographic surveys, hydrology study and drainage analysis, grading, utility search, and topographic mapping of the 113-acre park. 25F-156 CKE7 Ben Willardson, PhD, PE, ENV SP, D.WRE, QSD/P Dr. Ben Willardson has 20 years of professional experience and is a Southern California stormwater management expert. He has extensive experience in the development and review of hydrologic, hydraulic, and sediment transport models and has been heavily involved in the implementation of stormwater management programs for compliance with National Pollutant Discharge Elimination System (NPDES) Permit requirements for the County of Los Angeles and has guided the development of methodologies to evaluate the effective use of Best Management Practices (BMPs) within the County. He has reviewed hydrologic and stormwater quality methodologies for implementations as standards within Los Angeles County. Ben has operated 14 dams and 27 spreading grounds for flood control and water conservation within the complex flood control system serving Los Angeles County, and has represented the interests of the County during discussions with the Los Angeles Regional Water Quality Control Board and U.S. Environmental Protection Agency regarding discharge of water from Superfund sites into the flood control system. 1:14KTOZ11S a4:114ZIN4 City of Torrance Sformwafer Basin and Treatment Wetlands Enhancement This project received awards from APWA, ASCE, ENR, CASQA, and Storm Water Solutions magazine. Technical Manager for the design of two treatment wetlands and two infiltration basins to retain, treat, Years of Experience 20 Education PhD, Civil Engineering, 2011, University of Southern California MS, Civil Engineering, 2001, Utah State University BS, Civil Engineering, 2000, Utah State University Registrations Civil Engineer, CA, 64937 Civil Engineer, UT, 368681-2202 EnvisionTM Sustainability Professional Credential Diplomate, Water Resources Engineer, 00668 Qualified SWPPP Developer/ Practitioner, 24214 Awards and Recognition Storm Water Solutions magazine, "Industry Icon," 2015 and infiltrate stormwater runoff. This project helps the City comply with the Santa Monica Bay Beaches Bacteria TMDL requirements. Designed two 10-inch and one 14-inch pressured storm drain lines. Performed a wetlands sustainability analysis to evaluate dry -weather inflows, evaporation, evapotranspiration, and infiltration and ensure the long-term functionality of the wetlands system. Conducted a hydrologic analysis using MODRAT in WMS to evaluate the reservoir routing and pumping from the interconnected wetlands/detention basin system under Capital Flood and LID Plan conditions. Conducted public outreach to gain input from the nearby community and residents. Designed construction documents for the proposed improvements, including site grading, roadway paving, recycled water line, and piping plans; retaining walls; park lighting and signage; stream channel and infiltration basin design; trails, viewing areas, and 25F-157 landscaping details; a water -tight system for irrigation; inlet and outlet structures; bridge structures; culverts, pump stations, and other control structures; electrical and mechanical plans; and SCADA plans. The project included coordination with the LACFCD. Special consideration was given to protect the burrowing owl habitat and the legless lizard. Performed legless lizard surveys prior to and during construction. Specifications per Greenbook and special provisions and estimates were also prepared. City of Culver City Washington Boulevard P3 Urban Runoff Diversion Senior Engineer providing document review for median work integration for the design of diversion system that will capture stormwater and urban runoff from a 40-acre drainage area. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Additional tasks include review of the Geotechnical Investigation Report and Percolation Test Results, developing project concepts for diversion and bio-filtration systems, conducting an environmental study, performing hydrologic and hydraulic analyses and preparing a report, coordinating with the LACDPW, performing a topographic survey, conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components, preparing PS&Es, providing community outreach support, and providing construction support services. San Gabriel Valley Council of Governments Rio Hondo Load Reduction Strategy Senior Engineer providing hydraulic modeling for a feasibility assessment and preliminary design for three diversion locations within Rio Hondo Los Angeles River watershed in compliance with MS4 Permit requirements. The Rio Hondo Load LRS addresses requirements pertaining to the Los Angeles River Bacteria TMDL. The three diversion areas include Alhambra Wash, Eaton Wash, and Rubio Wash. Additional tasks include: coordination with the LACSD to verify discharge allowed to the sanitary sewers in the area, detailed flow analysis and coordination with the LACSD and watermaster, environmental evaluation and documentation, site field investigation, topographic survey for each site, utility search to identify existing or planned utility conflicts, geotechnical evaluation to identify soil characteristics and infiltration capacity for each site, permits and easement evaluation, preliminary operations and maintenance, and preparation of a feasibility assessment report and preliminary design plans. Los Angeles County Department of Parks and Recreation Earvin Magic Johnson Park Project Manager for a hydrology study, utility search, and topographic mapping for the Earvin Magic Johnson Park and Ujima Village. The Earvin Magic Johnson Park is a facility that serves a portion of the greater Los Angeles area with limited park facilities. The LACDPR planned to renovate the facility. The renovation included improvements to the Ujima Village area, which had been designated as a remediation site due to VOCs. The project required an environmental impact study prior to selection of the preferred improvements. Tasks managed included: topographic surveys, a utility search and utility mapping, and hydrologic analysis of the 113-acre park for existing conditions. 25F-158 rWE7 Steven Bell, PE, ENV SP, CFM, QSD Steven Bell is a professional civil engineer with a specialization in water resource engineering. He has over 15 years of professional experience performing hydrologic and hydraulic analyses, flood mapping and drainage reports. He has prepared reports on behalf of private, state, local, and tribal clients in order to achieve compliance with regulations. In addition, Steven has developed plans for reconstruction of roadways and stormwater conveyance facilities for several municipalities in Oklahoma. RELEVANT EXPERIENCE City of San Fernando Regional Park Infiltration Hydrology and Hydraulics Support preparing hydrologic and hydraulic studies for the San Fernando Regional Park, which consists of installing an underground manufactured infiltration system, and removing/replacing the existing baseball field and irrigation system. The infiltration system will serve a drainage area greater than 400 acres and recharge groundwater sources with approximately 200 acre-feet of stormwater annually. The system has a single storm capture 15 Education MS, Civil Engineering, 2006, University of Oklahoma BS, Civil Engineering, 2004, University of Oklahoma Registrations Civil Engineer, CA, 81531 Civil Engineer, OK, 24571 EnvisionTM Sustainability Professional Credential, 30283 Certified Floodplain Manager, US-19-11240 Qualified SWPPP Developer, C81531 capacity greater than 24 acre-feet. Additional tasks include: I utility and community coordination; conducting a preliminary design report; performing environmental studies that meet CEQA requirements; obtaining LACFCD connection permits; providing topographical surveys; conducting a geotechnical investigation report; developing a plan for landscape and irrigation improvements; providing potholing services; preparing PS&Es; preparing an O&M manual for proposed structural stormwater BMPs, pretreatment devices, and stormwater infiltration system; and providing bid and construction support. City of Bell Gardens John Anson Ford Park Infiltration Cistern Hydrology and Hydraulics Support for developing design PS&Es for this urban runoff capture project. John Anson Ford Park is located in the City of Bell Gardens and the project will help the City and the Lower Los Angeles River Upper Reach 2 Watershed Management Group meet its NPDES MS4 Discharge requirements. The project will capture dry -weather and storm runoff from a highly industrialized urban catchment area of 2,295 acres. The project is anticipated to provide compliance with existing water quality objectives for the entire Rio Hondo watershed portion of the LAR UR2 WMA. Tasks include: modeling using SWMM, EPA-SWMM, WSPG, and XP-WSPG, and providing QA/QC on hydrologic and hydraulic calculations. Additional tasks include conducting a geotechnical field analysis, utility search, topographic mapping, preparation of design PS&Es. 25F-159 San Gabriel Valley Council of Governments Rio Hondo Load Reduction Strategy Preliminary Engineering and Final Design Services Senior Engineer for a feasibility assessment along with preliminary design for the Alhambra, Rubio, and Eaton diversion locations within Rio Hondo Los Angeles River watershed in compliance with MS4 Permit requirements. The Rio Hondo LRS addresses requirements pertaining to the Los Angeles River Bacteria TMDL. The three diversion areas include Alhambra Wash, Eaton Wash, and Rubio Wash. Tasks include providing flow regime calculations and providing QA/QC for feasibility study review. Additional tasks included coordination with the LACSD to verify discharge allowed to the sanitary sewers in the area, detailed flow analysis and coordination with the LACSD and watermaster, environmental evaluation and documentation, site field investigation, topographic survey for each site, utility search to identify existing or planned utility conflicts, geotechnical evaluation to identify soil characteristics and infiltration capacity for each site, permits and easement evaluation, preliminary operations and maintenance, and preparation of a feasibility assessment report and preliminary design plans. City of Santa Barbara Bohnett Park Stormwater Treatment Senior Engineer for design plans and construction specifications for the stormwater treatment system in the 2.25-acre Bohnett Park, located within the Westside neighborhood of Santa Barbara. The project system captures, treats, and infiltrates storm water from two 18-inch storm drains. Tasks performed included checking the hydrology using Los Angeles County methods, calculating infiltration scenarios, and modeling in MODRAT and Hydraflow. Additional tasks included project management and coordination, schedule and budget tracking, and coordination with the City Project Manager; data review of storm drain records and LOAR maps, utilities within the park, design plans for park improvements, existing geotechnical information, and the City's Stormwater BMP Guidance Manual; drainage report preparation for the stormwater capture and treatment system design and existing site conditions; geotechnical investigation including borings 15 feet below existing grade for soil classification and infiltration at three different locations within the park; preparation of two conceptual design alternatives; and preparation of PS&Es for the agreed upon alternative. This project was completed within budget and one month ahead of schedule. City of Culver City Washington Boulevard P3 Urban Runoff Diversion Hydrology and Hydraulics support providing drainage reviews for a diversion system that will capture stormwater and urban runoff from a 40-acre drainage area. This system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks performed include preparing a geotechnical report summary, gathering data for the existing hydraulic model, revising concept drainage areas, modeling the existing storm drain under Washington Boulevard using WSPG, modeling the reconfiguration of pipes and sewer flows, and providing calculations for the dewatering permit, drainage area, and free -falling water. Additional tasks include developing project concepts for diversion and bio-filtration systems, conducting an environmental study, coordinating with the City of Los Angeles and LACPW, performing a topographic survey, conducting a utility search to identify existing or planned future utility conflicts along the proposed project components, preparing preliminary and final PS&Es, providing community outreach, and providing construction support. 25F-160 CWz Kayla Kilgo, PhD, EIT, ENV SP Dr. Kayla Kilgo has over five years of professional experience modeling riverine systems using software, such as HEC-HMS and HEC-RAS, for floodplain management. Kayla is currently providing calculations for the City of Los Angeles LA River Bikeway and Greenway project, which converts an existing 12-mile-long maintenance road along the Los Angeles River into a greenway, which includes a Class I Bicycle Path. Her additional experience includes assisting with Environmental Site Assessments (ESAs), drafting site -specific drawings for environmental compliance documents, and writing environmental permits, compliance reports, and BMP plans. RELEVANT EXPERIENCE San Gabriel Valley Council of Governments Rio Hondo Load Reduction Strategy Preliminary Engineering and Final Design Services Assistant Engineer preparing a feasibility assessment and preliminary design for three diversion locations within Rio Hondo Los Angeles River watershed in compliance with the Municipal Separate Storm Sewer (MS4) Permit requirements. The three diversion areas include Alhambra Wash, Eaton Wash, and Rubio Wash. Years of Experience Education PhD Philosophy, Environmental Engineering and Science, Clemson University MS, Environmental Engineering, University of Alabama BS, Civil Engineering, University of Alabama Registrations Engineering -in -Training, CA, 166344 ENVISIONTM Sustainability Professional Credential, 30368 Tasks include: coordination with the Los Angeles County Sanitation Districts (LACSD) to verify discharge allowed to the sanitary sewers in the area, detailed flow analysis and coordination with the LACSD and watermaster, environmental evaluation and documentation, site field investigation, topographic survey for each site, utility search to identify existing or planned utility conflicts, geotechnical evaluation to identify soil characteristics and infiltration capacity for each site, permits and easement evaluation, preliminary operations and maintenance, and preparation of a feasibility assessment report and preliminary design plans. City of West Hollywood Beverly and Robertson Boulevards Complete Street Staff Engineer providing calculations and design for a project intended to improve mobility and pedestrian safety by adding 10,000 square feet of impervious surface within the public right-of- way. The project also includes widened sidewalks, bulb -outs at all intersections and planters with directional pedestrian ramps at crosswalks, roadway paving with sharrow bicycle route markings, street tree planting, parkway planting using drought -tolerant groundcover, street lighting, and pedestrian -level street lighting. Tasks include PS&Es, topographic surveying to produce the base map, utility research of substructures in the vicinity of the work, and plan approval by jurisdictional agencies for catch basin, fire hydrant, and street light relocations. 25F-161 CWE7 Allen Xie PE, QSD, QISP NPDES Compliance Reporting and Regulatory Support, Stormwater and Non-Stormwater Monitoring Allen Xie has 11 years of experience in SWPPP development, inspections, monitoring, hydraulic analysis, and civil design. He has performed duties including developing SWPPPs for industrial and municipal facilities, conducting environmental monitoring for industrial facilities, conducting groundwater monitoring, performing hydraulic analysis, conducting site assessments, preparing PS&Es, conducting hydraulic studies, analyzing lab and field data to comply with regulatory permits, preparing traffic control studies, preparing and submitting compliance reports, and preparing seismic calculations for treatment structures. RELEVANT EXPERIENCE Years of Experience 11 Education MS, Civil Engineering, California State University, Fullerton BS, Civil Engineering, California State Polytechnic University, Pomona Registrations Civil Engineer, CA, 85112 Qualified SWPPP Developer, C85112 Qualified Industrial Stormwater Practitioner, PE85112 City of Visalia Development and Implementation of Citywide Stormwater Management Plan Senior Engineer for the preparation of a citywide Stormwater Management Plan as outlined by the SWRCB Phase II Small MS4 General Permit for stormwater discharges. The 2013 Phase II Small MS4 General Permit identifies permit requirements, including program management, public education and outreach, public involvement and participation, illicit discharge detection and elimination, construction site stormwater runoff control, pollution prevention/good housekeeping for the Permittee Operations Program, post -construction stormwater management, water quality monitoring, program effectiveness assessment and improvement, TMDL compliance, and an annual reporting program. Tasks performed include documenting implementation progress and program effectiveness, reviewing the enforcement response plan and educational materials, identifying IC/ID elimination methods, reviewing existing GIS data to be used in outfall mapping, and conducting pollution prevention and good housekeeping inspections. City of Los Angeles San Fernando Valley Green Street Network Evaluation — Van Nuys Boulevard Senior Engineer providing sampling services as part of the Van Nuys Boulevard Green Street water quality monitoring plan development. Conducting wet -weather sampling and developing a wet -weather performance report for proposed LID strategies, and estimating the amount of runoff entering or bypassing the various BMPs using measured depths. Composite sampled loads are allocated to the total amount of runoff calculated at the various BMPs to determine the pollutant load retained by the various BMPs and the load that bypasses the BMPs. 25F-162 Chris Pendroy, ENV SP, QSD/P Chris is experienced in inspecting capital improvement projects in order to verify compliance with construction plans, specifications, and regulatory requirements. His expertise includes conducting field visits and job walks, completing structural calculations, managing utility coordination and research, developing improvement plans, and coordinating with local residents, municipalities, and staff to ensure successful project completion. Chris' duties include conducting post -construction BMP inspections, QSP inspections, SWPPP development reviews, preparing plans for complex BMP infrastructure, gathering data and preparing stormwater master plans, and assisting clients with regulatory compliance. RELEVANT EXPERIENCE Years of Experience 26 Education MS, Civil & Environmental Engineering, University of California, Irvine BS, Civil Engineering, University of California, Irvine Registrations EnvisionTM Sustainability Professional Credential Qualified SWPPP Developer and Practitioner, CA, 24503 City of Los Angeles Laurel Canyon Boulevard Green Street Design -Build This project received awards from the ASCE and CASQA. Construction Inspector for the design of bioswales along 1,000 linear feet of Laurel Canyon Boulevard for LA Sanitation — City of Los Angeles and the Los Angeles Conservation Corps. The project provided increased groundwater recharge, reduced flooding impacts, protected compatible beneficial uses, and improved the neighborhood quality of life. This was accomplished by the design of a series of infiltration swales along Laurel Canyon Boulevard between Kagel Canyon Street and Terra Bella Street with curb, gutter, and sidewalk improvements. This project collected stormwater runoff from an approximately 125-acre drainage area. Duties included developing design and traffic control plans for the project and performing construction management. City of Torrance Sformwafer Basin Treatment Wetlands Enhancement This project was the recipient of awards from the APWA, ASCE, ENR, CASQA, and Storm Water Solutions magazine. Construction Inspector for the design and construction management of two treatment wetlands and two infiltration basins to retain, treat, and infiltrate stormwater runoff. This project helps the City comply with the Santa Monica Bay Beaches Bacteria TMDL requirements. Construction management tasks included preparing progress reports and schedule updates, attending on -site construction management meetings with City staff, monitoring daily construction compliance, preparing daily inspection reports on City forms, providing geotechnical and testing services, performing surveying, providing landscape architecture, requesting and reviewing as -built plans showing revisions made during construction at different stages of the project, and preparing grant invoice packages. 25F-163 City of Santa Monica Los Amigos Park Storm Drain Runoff Harvesting and Direct Use Demonstration This project was the recipient of awards from the ASCE, CASQA, and Storm Water Solutions magazine. Senior Engineer providing construction support for the design of a demonstration project that tapped into an existing storm drain line running along a school athletic field and the City of Santa Monica's Los Amigos Park, rerouted stormwater and dry - weather flows from the storm drain through a vortex system into a cistern, treated the stormwater and dry -weather runoff, and delivered highly -treated non -potable water to the park irrigation system and indoor plumbing for toilet flushing. The project's purpose was to demonstrate the feasibility of harvesting local water resources such as storm drain flows to decrease potable water use, reduce polluted urban runoff discharge to the receiving water body, and protect the future of California's water supplies. Other tasks performed included: developing a project study report, performing a geotechnical investigation and utility search, preparing design PS&Es, obtaining regulatory approvals, public education and outreach, preparing a SAP, assisting the City in report preparation, and designing educational signage. City of Culver City Washington Boulevard P3 Urban Runoff Diversion Design support providing drainage reviews for a diversion system that will capture stormwater and urban runoff from a 40-acre drainage area. This system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks performed include preparing a geotechnical report summary, gathering data for the existing hydraulic model, revising concept drainage areas, modeling the existing storm drain under Washington Boulevard using WSPG, modeling the reconfiguration of pipes and sewer flows, and providing calculations for the dewatering permit, drainage area, and free -falling water. Additional tasks include developing project concepts for diversion and bio- filtration systems, conducting an environmental study, coordinating with the City of Los Angeles and LACPW, performing a topographic survey, conducting a utility search to identify existing or planned future utility conflicts along the proposed project components, preparing preliminary and final PS&Es, providing community outreach, and providing construction support. City of Los Angeles Peck Park Canyon Enhancement Proposition O Pre -Design and Design Senior Engineer for the pre -design, constructability review, value engineering, and design of water quality enhancements, and slope and channel bank stabilization measures for Peck Park Canyon, which is comprised of 31 acres of undeveloped land within the 76-acre Peck Park. These improvements resulted in slope stabilization, reduced channel bank erosion, and naturalization throughout the canyon including the implementation of bioswales and detention ponds in tributary drainage areas. The various BMPs were designed to improve runoff water quality both entering and leaving the canyon, and promote compliance with the Los Angeles Harbor and San Pedro Bay TMDLs. BMP alternatives were evaluated for overall effectiveness to address the expected pollutants of concern, cost-effectiveness, and ease of operation and maintenance. 25F-164 Tammy Takigawa ENV SP, EIT Tammy Takigawa is certified as an EIT and currently assisting licensed staff with civil design, water resources, and stormwater management projects. She has conducted thorough research on several projects for local municipalities, which involved compiling data and records related to utilities, hydrology and hydraulics, existing facility plans, and water quality. Tammy's duties include utilities research, BMP design, LID planning and implementation, permitting, stormwater compliance, and feasibility assessments. RELEVANT EXPERIENCE City of Culver City Washington Boulevard P3 Urban Runoff Years of Experience Education BS, Civil Engineering, California State University, Long Beach Registrations Engineer -in -Training, 154975 ENVISION TM Sustainability Professional Credential, 21840 Diversion Engineer assisting with the design of a diversion system to capture stormwater and urban runoff from a drainage area of approximately 40 acres for the City of Culver City. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks include: review of the Geotechnical Investigation Report and Percolation Test Results, developing project concepts for diversion and bio-filtration systems, conducting an environmental study, performing hydrologic and hydraulic analyses and preparing a report, coordinating with the LACDPW, performing a topographic survey, conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components, preparing PS&Es, providing community outreach support, and providing construction support services. City of Los Angeles Laurel Canyon Boulevard Green Street Design -Build This project received awards from the ASCE and CASQA. Design support for the design of bioswales along 1,000 linear feet of Laurel Canyon Boulevard for LA Sanitation — City of Los Angeles and the Los Angeles Conservation Corps. The project provided increased groundwater recharge, reduced flooding impacts, protected compatible beneficial uses, and improved the neighborhood quality of life. This was accomplished by the design of a series of infiltration swales along Laurel Canyon Boulevard between Kagel Canyon Street and Terra Bella Street with curb, gutter, and sidewalk improvements. This project collected stormwater runoff from an approximately 125-acre drainage area. Duties included developing design and traffic control plans for the project and performing construction management. City of San Fernando Regional Park Infiltration Design Support preparing hydrologic and hydraulic studies for the San Fernando Regional Park, which consists of installing an 25F-165 underground manufactured infiltration system, and removing/replacing the existing baseball field and irrigation system. The infiltration system will serve a drainage area greater than 400 acres and recharge groundwater sources with approximately 200 acre-feet of stormwater annually. The system has a single storm capture capacity greater than 24 acre-feet. Additional tasks include: utility and community coordination; conducting a preliminary design report; performing environmental studies that meet CEQA requirements; obtaining LACFCD connection permits; providing topographical surveys; conducting a geotechnical investigation report; developing a plan for landscape and irrigation improvements; providing potholing services; preparing PS&Es; preparing an O&M manual for proposed structural stormwater BMPs, pretreatment devices, and stormwater infiltration system; and providing bid and construction support. City of Santa Monica Los Amigos Park Storm Drain Runoff Harvesting and Direct Use Demonstration This project was the recipient of awards from the ASCE, CASQA, and Storm Water Solutions magazine. Design support providing construction support for the design of a demonstration project that tapped into an existing storm drain line running along a school athletic field and the City of Santa Monica's Los Amigos Park, rerouted stormwater and dry - weather flows from the storm drain through a vortex system into a cistern, treated the stormwater and dry -weather runoff, and delivered highly -treated non -potable water to the park irrigation system and indoor plumbing for toilet flushing. The project's purpose was to demonstrate the feasibility of harvesting local water resources such as storm drain flows to decrease potable water use, reduce polluted urban runoff discharge to the receiving water body, and protect the future of California's water supplies. Other tasks performed included: developing a project study report, performing a geotechnical investigation and utility search, preparing design PS&Es, obtaining regulatory approvals, public education and outreach, preparing a SAP, assisting the City in report preparation, and designing educational signage. City of Santa Barbara Bohnett Park Stormwater Treatment Staff Engineer for design plans and construction specifications for the stormwater treatment system in the 2.25-acre Bohnett Park, located within the Westside neighborhood of Santa Barbara. The project system captures, treats, and infiltrates storm water from two 18-inch storm drains. Tasks performed included checking the hydrology using Los Angeles County methods, calculating infiltration scenarios, and modeling in MODRAT and Hydraflow. Additional tasks included project management and coordination, schedule and budget tracking, and coordination with the City Project Manager; data review of storm drain records and LiDAR maps, utilities within the park, design plans for park improvements, existing geotechnical information, and the City's Stormwater BMP Guidance Manual; drainage report preparation for the stormwater capture and treatment system design and existing site conditions; geotechnical investigation including borings 15 feet below existing grade for soil classification and infiltration at three different locations within the park; preparation of two conceptual design alternatives; and preparation of PS&Es for the agreed upon alternative. This project was completed within budget and one month ahead of schedule. 25F-166 CWE7 Mike Nguyen Mike Nguyen has 13 years of civil engineering experience Years of Experience involving design, public works construction, and land 13 development projects. His recent experience includes managing capital improvement projects, as well as PS&E Education and traffic control plan preparation for public works projects, BS, Civil Engineering, 2005, including parking lot, street, water supply, park, and median California State Polytechnic improvement projects. Mike also provides design for grading University, Pomona and drainage; street and highway design, LID, geometric layout, and pavement rehabilitation. RELEVANT EXPERIENCE City of Bell Gardens John Anson Ford Infiltration Cistern Project to Capture Urban Runoff Project Engineer for developing design PS&Es for this urban runoff capture project. John Anson Ford Park is located in the City of Bell Gardens and the project will help the City and the Lower Los Angeles River Upper Reach 2 Watershed Management Group meet its NPDES MS4 Discharge requirements. The project will capture dry weather and storm runoff from a highly industrialized urban catchment area of 2,295 acres. The project is anticipated to provide compliance with existing water quality objectives for the entire Rio Hondo watershed portion of the LAR UR2 WMA. Tasks include: a geotechnical field analysis, utility search, hydrologic and hydraulic analysis, topographic mapping, preparation of design plans, construction specifications, and engineering cost estimates. City of Torrance Stormwater Basin and Treatment Wetlands Enhancement This project received awards from the American Public Works Association (APWA), American Society of Civil Engineers (ASCE), Engineering News -Record (ENR), California Stormwater Quality Association (CASQA), and Storm Water Solutions magazine. Project Engineer for the design of two treatment wetlands and two infiltration basins to retain, treat, and infiltrate stormwater runoff. This project helps the City comply with the Santa Monica Bay Beaches Bacteria TMDL requirements. Designed two 10-inch and one 14-inch pressured storm drain lines. Performed a wetlands sustainability analysis to evaluate dry -weather inflows, evaporation, evapotranspiration, and infiltration and ensure the long-term functionality of the wetlands system. Conducted a hydrologic analysis using MODRAT in WMS to evaluate the reservoir routing and pumping from the interconnected wetlands/detention basin system under Capital Flood and SUSMP conditions. Conducted public outreach to gain input from the nearby community and residents. Designed construction documents for the proposed improvements, including site grading, roadway paving, recycled water line, and piping plans; retaining walls; park lighting and signage; stream channel and infiltration basin design; trails, viewing areas, and landscaping details; a water -tight system for irrigation; inlet and outlet structures; bridge 25F-167 structures; culverts, pump stations, and other control structures; electrical and mechanical plans; and SCADA plans. The project included coordination with the LACFCD. Special consideration was given to protect the burrowing owl habitat and the legless lizard. Performed legless lizard surveys prior to and during construction. Specifications per Greenbook and special provisions and estimates were also prepared. City of Santa Monica Los Amigos Park Stormwater Harvesting and Direct Use Demonstration This project was the recipient of the 2017 CASQA Outstanding Stormwater Sustainability Project, ASCE Outstanding Small Project, and the Storm Water Solutions magazine Top Stormwater and Erosion Control Project Awards. Design Support for the design of a demonstration project that tapped into an existing storm drain line running along a school athletic field and the City of Santa Monica's Los Amigos Park, rerouted stormwater and dry - weather flows from the storm drain through a vortex system into a cistern, treated the stormwater and dry -weather runoff, and delivered highly -treated water to the park irrigation system and indoor plumbing for toilet flushing. The project's purpose was to demonstrate the feasibility of harvesting local water resources such as storm drain flows to decrease potable water use, reduce polluted urban runoff discharge to the receiving water body, and protect the future of California's water supplies. Tasks performed included: developing a project study report, performing a geotechnical investigation and utility search, preparing design PS&Es, obtaining regulatory approvals, public education and outreach, construction support, preparing a Sampling and Analysis Plan, assisting the City in report preparation, and designing educational signage. City of Culver City Washington Boulevard P3 Urban Runoff Diversion Design Lead assisting with the design of a diversion system to capture stormwater and urban runoff from a drainage area of approximately 40 acres for the City of Culver City. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks include: review of the Geotechnical Investigation Report and Percolation Test Results, developing project concepts for diversion and bio-filtration systems, conducting an environmental study, performing hydrologic and hydraulic analyses and preparing a report, coordinating with the LACDPW, performing a topographic survey, conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components, preparing PS&Es, providing community outreach support, and providing construction support services. City of Beverly Hills Burton Way Median Green Street Project Engineer for the design of bioswales and green street improvements to capture and retain urban runoff on the Burton Way median in the City of Beverly Hills. These improvements will assist the City in complying with the Ballona Creek Watershed EWMP and Ballona Creek Metals TMDL. Designing major aesthetic improvements with efficient landscape design, including drought -tolerant plants that reduce outdoor irrigation use and help the City meet water conservation objectives. Runoff will be used for median irrigation, reducing the need for potable water and there will be up to eight acre-feet of storm water storage beneath the median. The multi -benefit design incorporates walking trails, public art displays and an aesthetically pleasing landscape. It is anticipated that the project will reduce potable water use by approximately 1.25 million gallons per year. 25F-168 CWE7 Bill Boeck Mike Nguyen has 13 years of civil engineering experience involving design, public works construction, and land development projects. His recent experience includes managing capital improvement projects, as well as PS&E and traffic control plan preparation for public works projects, including parking lot, street, water supply, park, and median improvement projects. Mike also provides design for grading and drainage; street and highway design, LID, geometric layout, and pavement rehabilitation. RELEVANT EXPERIENCE City of Culver City Washington Boulevard P3 Urban Runoff Diversion Drafter assisting with the design of a diversion system to capture stormwater and urban runoff Years of Experience 15 Education Santa Ana College Computer Aided Drafting Certificate Registrations Microstation V8, InRoads Certificate AutoCAD Civil 3D 2012 AutoCAD, Land Desktop Certificate from a drainage area of approximately 40 acres for the City ' of Culver City. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks include: review of the Geotechnical Investigation Report and Percolation Test Results, developing project concepts for diversion and bio-filtration systems, conducting an environmental study, performing hydrologic and hydraulic analyses and preparing a report, coordinating with the LACDPW, performing a topographic survey, conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components, preparing PS&Es, providing community outreach support, and providing construction support services. City of San Fernando Regional Park Infiltration Drafting Support for the San Fernando Regional Park, which consists of installing an underground manufactured infiltration system, and removing/replacing the existing baseball field and irrigation system. The infiltration system will serve a drainage area greater than 400 acres and recharge groundwater sources with approximately 200 acre-feet of stormwater annually. The system has a single storm capture capacity greater than 24 acre-feet. Additional tasks include: utility and community coordination; conducting a preliminary design report; performing environmental studies that meet CEQA requirements; obtaining LACFCD connection permits; providing topographical surveys; conducting a geotechnical investigation report; developing a plan for landscape and irrigation improvements; providing potholing services; preparing PS&Es; preparing an O&M manual for proposed structural stormwater BMPs, pretreatment devices, and stormwater infiltration system; and providing bid and construction support. 25F-169 W® Gerald "Gerry" Greene, DEnv, PE, QEP, QSD/P Dr. Gerald "Gerry" Greene has 31 years of experience providing comprehensive water quality services to Southern California public agencies. His experience includes the development of monitoring plans, conducting water quality sampling, providing water quality monitoring plan review, performing feasibility studies, assisting agencies with environmental compliance and permitting, and designing landmark urban runoff treatment facilities. Prior to joining CWE, Gerry served as Principal Civil Engineer for the City of Downey for over a decade. Gerry is also a seasoned biologist with three decades of experience. His impressive background in wildlife biology and habitat restoration ensures his water quality projects are constructed and implemented in a sustainable manner that enhances the local environment. His expansive knowledge of local, societal, and physical conditions adds a valuable dimension to the assistance he provides to Los Angeles County clients. RELEVANT EXPERIENCE City of Torrance Stormwater Basin and Treatment Wetlands Enhancement Biological Survey Lead for the design of two treatment wetlands and two infiltration basins to retain, treat, and infiltrate stormwater runoff. This project helps the City comply with the Santa Monica Bay Beaches Bacteria TMDL requirements. Designed two 10-inch and one W Years of Experience 31 Education DEnv, Environmental Science and Engineering, University of California, Los Angeles MS, Biology, California State University, Long Beach BA, Biology and Economics, University of California, Los Angeles Registrations Civil Engineer, CA, 55597 Qualified Environmental Professional, 11960237 Qualified SWPPP Developer/ Practitioner, 00176 Awards and Recognition Storm Water Solutions magazine, "Industry Icon," 2015 14-inch pressured storm drain lines. Performed a wetlands sustainability analysis to evaluate dry -weather inflows, evaporation, evapotranspiration, and infiltration and ensure the long-term functionality of the wetlands system. Conducted a hydrologic analysis using MODRAT in WMS to evaluate the reservoir routing and pumping from the interconnected wetlands/detention basin system under Capital Flood and SUSMP conditions. Conducted public outreach to gain input from the nearby community and residents. Designed construction documents for the proposed improvements, including site grading, roadway paving, recycled water line, and piping plans; retaining walls; park lighting and signage; stream channel and infiltration basin design; trails, viewing areas, and landscaping details; a water -tight system for irrigation; inlet and outlet structures; bridge structures; culverts, pump stations, and other control structures; electrical and mechanical plans; and SCADA plans. The project included coordination with the LACFCD. 25F-170 Special consideration was given to protect the burrowing owl habitat and the legless lizard. Performed legless lizard surveys prior to and during construction. Specifications per Greenbook and special provisions and estimates were also prepared. City of Los Angeles Laurel Canyon Boulevard Green Street Design -Build PAEP Lead for water quality monitoring of a green street project along 1,300 linear feet of Laurel Canyon Boulevard for LA Sanitation — City of Los Angeles and the Los Angeles Conservation Corps. The project aims to provide increased groundwater recharge, reduce flooding impacts, protect compatible beneficial uses, and improve the neighborhood quality of life. Tasks include coordinating and performing water quality monitoring. City of El Monte Garvey Avenue Grade Separation Drainage Improvement Funding Opportunities Lead for improving drainage infrastructure in the City of El Monte by identifying and delineating tributary areas that contribute stormwater flow to the Garvey Avenue underpass. The project involves upgrades to the existing drainage system, including installation of new catch basins, inlets, and storm drain pipes; improvements to the existing pump station diverting the stormwater to the storm drain system; and implementation of green infrastructure initiatives to retain, reuse, or infiltrate the collected stormwater runoff. Tasks include: project management; stakeholder outreach; technical evaluations; right-of-way acquisition; obtaining regulatory permits from the USACE, RWQCB, and CDFW; preparing PS&Es; developing an O&M plan; and providing assistance with funding opportunities. City of Beverly Hills Burton Way Median Green Street Technical Advisor for a feasibility study and the design of bioswales and green street improvements to capture and retain urban runoff on the Burton Way median in the City of Beverly Hills. These improvements will assist the City in complying with the Ballona Creek Watershed Enhanced Watershed Management Program (EWMP) and the Ballona Creek Metals Total Maximum Daily Load (TMDL). The project includes aesthetic improvements with efficient landscape design, including drought - tolerant plants that reduce outdoor irrigation use and help the City meet water conservation objectives. The multi -benefit design incorporates walking trails, including public art displays and an aesthetically pleasing landscape. The project will enhance water quality, reduce flooding impacts, and provide a beautiful, tranquil community space that increases public awareness of stormwater quality and water conservation issues. City of Los Angeles Proposition O BMP Optimization Water Quality Monitoring Project Manager responsible for coordinating eight wet -weather and seven dry -weather monitoring events, over three years, at up to thirty-five sites spread among eleven Proposition O BMP project locations that included: Echo Park Lake, Grand Boulevard Tree Wells, Hansen Dam Wetlands Restoration, Imperial Highway Sunken Median, Mar Vista Recreation Center, Oros Green Street, Peck Park Canyon Enhancement, Penmar Water Quality Improvement, South LA Wetlands, Westminster Dog Park, and Westside Park Irrigation.. Tasks managed include: development of a Monitoring Plan and QAPP, weather forecasting and tracking, coordination of sampling events with the City of Los Angeles' EMD, sample bottle preparation, field analytical analysis, field observation logging, collection and delivery of samples, data processing and analysis, and event summary technical memorandums. Various sites provide safety challenges, including lakes, median strips, underground vaults, and vehicle traffic. Results are utilized to assess BMP functionality and effectiveness in order to make recommendations and coordinates with the City and other consultants to identify program challenges and accomplishments. 25F-171 CWE7 Nan Jia, EIT Nan Jia received her Master's degree in Environmental Engineering from University of California, Irvine in December, 2018. After graduation, she started working at CWE as Engineer I. Her duties include but not limited to technical report writing, database management, water quality monitoring, and water quality data analysis. She has assisted licensed engineers to develop Stormwater Pollution Prevention Plans (SWPPP) an cd helped municipalities with stormwater compliance. IN4ICU 2kSO»[1I42IN4 Orange County Public Works South Orange County Years of Experience Education MS, Civil and Environmental Engineering, University of California, Irvine BS, Environmental Sciences, University of Minnesota -Twin Cities Registrations Engineer -in -Training, 166942 Watershed Management Area Water Quality Improvement Plan Engineer I for evaluation of six stream reaches identified in the South Orange County Watershed Management Area's WQIP for rehabilitation alternatives and feasibility studies in compliance with San Diego County Regional MS4 Permit requirements for South Orange County. Requirements of the WQIP to be addressed include detailed hydrologic characterization, including flood hydrology and continuous simulation hydrology; detailed hydraulic, geomorphic, and sediment transport characterization; evaluation of the potential ecological and recreational enhancement from rehabilitation; detailed assessment of constraints and opportunities; preliminary engineering evaluation of restoration potential; preliminary evaluation of permitting issues; analyses, results, and basis for recommended alternatives; preliminary cost estimates, schedule requirements, and identification of key contingencies; and realistic assessment of funding sources and appropriate phasing relative to other reaches. City of Culver City Washington Boulevard P3 Urban Runoff Diversion Monitoring support assisting with the evaluation of a diversion system to capture stormwater and urban runoff from a drainage area of approximately 40 acres for the City of Culver City. The project is located on Washington Boulevard near Walnut Avenue at the City boundary. The drainage area is comprised of commercial and residential land uses completely within the City boundaries. The system is expected to capture approximately 115,600 cubic feet of stormwater runoff. Tasks include: review of the Geotechnical Investigation Report and Percolation Test Results, developing project concepts for diversion and bio-filtration systems, conducting an environmental study, performing hydrologic and hydraulic analyses and preparing a report, coordinating with the LACDPW, performing a topographic survey, conducting a utility search for the project site to identify existing or planned future utility conflicts along the proposed project components, preparing PS&Es, providing community outreach support, and providing construction support services. 25F-172 Ryan Kearns Ryan Kearns has over three years of experience in watershed management, environmental compliance, and water quality sampling. In 2016, Ryan received his Bachelor of Science degree in Chemical Engineering from the University of California, Riverside. Prior to joining CWE, Years of Experience Education BS, Chemical Engineering, University of California, Ryan worked as the Project Coordinator for Inland Empire I Riverside Waterkeeper, where he conducted surface water quality monitoring, stormwater litigation monitoring and public outreach within the middle to upper Santa Ana Watershed. He currently assists lead scientists and engineers in environmental compliance permitting, water quality sampling, and preparing water quality monitoring plans and reports. RELEVANT EXPERIENCE City of Culver City Washington Boulevard P3 Green Streef and Diversion Environmental Coordinator assisting with the Mitigated Negative Declaration (MND) and coordinating environmental studies for the design of a diversion system to capture stormwater and urban runoff from a drainage area of approximately 40 acres for the City of Culver City. The MND tiers off the Programmatic EIR prepared by LACFCD. The MND discusses findings that were not fully assessed in the PEIR. City of Agoura Hills Medea and Palo Comado Creek Sformwafer Treatment Planf, Linear Park, and Wetlands Improvement Environmental Coordinator developing MND and coordinating environmental studies for the design of stormwater treatment plant, linear park, and various wetlands improvements in the City of Agoura Hills. The MND tiers off the Programmatic EIR prepared by LACFCD and includes additional studies including biological and cultural resources. Santa Ana Watershed Project Authority Middle Santa Ana River Bacteria TMDL Monitoring Program Environmental Scientist monitoring 303(d) impaired water bodies for the Middle SAR TMDL Task Force. Tasks included: conducting water sampling for twelve water bodies for bacterial TMDLs, making field observations, conducting data management and analysis, and performing maintenance and calibration of environmental monitoring instruments. Confidential Client: Upper Santa Ana River Watershed Wafer Monitoring Program Quality Assurance and Quality Control officer that coordinated a water quality monitoring program to assess the effects of bacteria discharge into creeks in Region 4 of the Santa Ana River watershed. Tasks included: provided direction on field sampling logistics, personnel assignments, and field operation; ensured conformity to sample handling, processing, and testing requirements; coordinated and communicated tasks with contractor organizations; prepared a final report containing analysis of sampling data, analytical methods, and QA narrative and analytical test results. 25F-173 CWE7 Tommy Muttaraid, PE Tommy Muttaraid has more than 18 years of experience in structural design, emphasizing in concrete and steel structures as well as project management. Tommy has in-depth experience in the design of bridges, soldier beam retaining walls, and pump stations. He has experience with fencing and gate design, including preparing structural details and performing calculations. Tommy has worked on projects involving park design and improvement, street improvement, storm drain, and other public works infrastructure for public agencies throughout California. RELEVANT EXPERIENCE City of Torrance Sformwafer Basin and Treatment Years of Experience 18 Education Masters of Business Administration, California State Polytechnic University, Pomona BS, Civil Engineering, University of California, Irvine Licenses and Certificates Wetlands Enhancement This project was the recipient of Civil Engineer, CA, 66008 awards from the APWA, ASCE, ENR, CASQA, and Storm Water Solutions magazine. Structural Engineer for services provided to the City of Torrance for the design of two treatment wetlands and two infiltration basins to retain, treat, and infiltrate stormwater runoff. These treatment wetlands will help the City comply with the Santa Monica Bay Beaches Bacteria TMDL requirements. Structural tasks included performing structural calculations and design for retaining walls, inlet and outlet structures, bridge structures, and control structures. City of Burbank Johnny Carson Park Improvement and Stream Restoration This project received the Southern California Quality of Life Merit Award from the ASLA. Structural Lead for an improvement and upgrade project for the renovation of park walkway lights, service roads, drainage channels, play equipment, and stage and irrigation. Tasks completed included performing a bridge assessment and preparing a structural footing design for lights and other utilities. Watershed Conservation Authority Azusa River Wilderness Park Structural Lead for services provided to the WCA for the Special Use Area within the River Wilderness Park in Azusa, California. The objective was to create a sustainable, multi -benefit watershed project that addressed the open space needs, such as recreation and ecological health, and restoration, of the region. Tasks included the preparation of design plans for two Arizona crossings to be located at the Old San Gabriel Canyon and one single -span bridge with associated headwalls and wing walls. 25F-174 CWE7 David Farrell, PLS David Farrell is a Professional Land Surveyor registered in the State of California with 35 years of experience. He is knowledgeable of the principles, practices, and procedures of ALTA, topographic and boundary surveys, legal descriptions, and easement preparation. He has played impactful roles on numerous award -winning projects, including the City of Los Angeles Garvanza Park Rainwater Capture and Use, City of Torrance Stormwater Basin and Treatment Wetlands Enhancement, and City of Burbank Johnny Carson Park Improvement and Stream Restoration. A Years of Experience 35 Education Antelope Valley College Licenses and Certificates Professional Land Surveyor, CA, 7813 RELEVANT EXPERIENCE Certified in GPS Technology City of Torrance Stormwater Basin and Treatment Wetlands Enhancement This project was the recipient of awards from the APWA, ENR, ASCE, CASQA, and Storm Water Solutions magazine. Surveyor for the design of two treatment wetlands, two infiltration basins, and 300 feet of storm drain piping to retain, treat, and infiltrate stormwater runoff to help the City comply with the Santa Monica Bay Beaches Bacteria TMDL. Performed topographic surveys and mapped record boundaries for three individual sites and developed the survey control. City of Los Angeles Laurel Canyon Boulevard Groundwater Recharge and Green Street Design -Build This project received awards from the ASCE and CASQA. Survey Lead for the design of bioswales along 1,000 linear feet of Laurel Canyon Boulevard between Kagel Canyon Street and Terra Bella Street for LA Sanitation — City of Los Angeles and the Los Angeles Conservation Corps. Conducted a topographic survey of Laurel Canyon Boulevard and at the Kagel Canyon intersection with Interstate 5, projected in NAD 83, to develop base files and project plan sheets. The project provided increased groundwater recharge, reduced flooding impacts, protected compatible beneficial uses, and improved the neighborhood quality of life. City of Beverly Hills Burton Way Median Green Street Survey Lead for the design of bioswales and green street improvements to capture and retain urban runoff on the Burton Way median in the City of Beverly Hills. These improvements will assist the City in complying with the Ballona Creek Watershed EWMP and Ballona Creek Metals TMDL. Tasks included performing a topographic survey. 25F-175 Sevag Avanessian, PE Electrical Engineer Mr. Avanessian is specialized in power systems and is experienced in various engineering projects including design of power systems, lighting systems, low -voltage systems and fire alarm systems for new construction and tenant improvement projects for clients in Education, Institutional and Commercial sectors. YEARS WITH JCCA: 11 Years YEARS OF EXPERIENCE: 15 Years EDUCATION: Electrical Engineering, Bachelor of Science University of California, Irvine LICENSES: California License No. E22793 EXPERIENCE: • Big Blue Bus Lighting Upgrade, City of Santa Monica • Low Voltage Infrastructure, Children and Family Services, Los Angeles, County of Los Angeles Internal Services Department (LAISD) • CCTV Electrical Infrastructure, Central Juvenile Hall, LAISD • Low Voltage Infrastructure, Department of Mental Health, Torrance, LAISD • ADA & Electrical Infrastructure Study, Walnut Library, LAISD • Overhead Electrical Replacement & Upgrade, Fish Springs Hatchery, DGS • Increased Secured Bed Capacity, Metropolitan State Hospital, DGS • DSH-Infrastructure Master Plan (IMP), Department of State Hospitals (DSH) • Standby Generator, West Facility, California Men's Colony, San Luis Obispo, CDCR • Arnold Unit & Antelope Camp Kitchen/Dining Replacement, California Correctional Center (CCC), Susanville, CDCR • Upgrade FCI Medium Switchgear, FCC Lompoc, Federal Bureau of Prisons • Determine Loads for Sewer and Electrical Infrastructure, Terminal Island, Federal Bureau of Prisons • Replace Substations 1 and 13, Building S25, Boeing, El Segundo, CA • Replace Substations 8 and 9, Building S25, Boeing, El Segundo, CA • Replace Substation A & B, Building S49, Boeing, El Segundo, CA • Replace Switchgear, Building S50, Boeing Satellite Development Center • Del Valle Fire Training Facility, County of Los Angeles Department of Public Works (LADPW) • Bonelli Irrigation Refurbishment, Pump Station Renovation, LADPW 385 Van Ness Avenue, Suite 208, Torrance, CJnrnia 90Q16Ph: (310) 212-7644 1 Fx: (310) 212-5272 Hector Laosa, PE Electrical Engineer Mr. Lacsa's professional experience includes electrical engineering for power plants, substations, industrial plants, and commercial buildings. He also had vast experience in the electrical design of fire alarms, communication and signaling, lighting, and power for schools and commercial building tenant improvement, fuel stations, and housing projects. YEARS WITH JCCA: 10 Years YEARS OF EXPERIENCE: 29 Years EDUCATION: Electrical Engineering, 1991, Bachelor of Science Bicol University, Legaspi City LICENSES: California License No. 18399 Nevada License No. 020098 EXPERIENCE: • Overhead Electrical Replacement & Upgrade, Fish Springs Hatchery, DGS • Increased Secured Bed Capacity, Metropolitan State Hospital, DGS • DSH-Infrastructure Master Plan (IMP), Department of State Hospitals (DSH) • Electrical System Upgrades, Mule Creek State Prison, California Department of Corrections and Rehabilitation (CDCR) • Standby Generator, West Facility, California Men's Colony, San Luis Obispo, CDCR • Arnold Unit & Antelope Camp Kitchen/Dining Replacement, California Correctional Center (CCC), Susanville, CDCR • Upgrade FCI Medium Switchgear, FCC Lompoc, Federal Bureau of Prisons • Replace Substations 1 and 13, Building S25, Boeing, El Segundo, CA • Replace Substations 8 and 9, Building S25, Boeing, El Segundo, CA • Replace Substation A & B, Building S49, Boeing, El Segundo, CA • Replace Switchgear, Building S50, Boeing Satellite Development Center • Del Valle Fire Training Facility, County of Los Angeles Department of Public Works (LADPW) • Bonelli Irrigation Refurbishment, Pump Station Renovation, LADPW • CCTV Electrical Infrastructure, Central Juvenile Hall, LAISD • ADA & Electrical Infrastructure Study, Walnut Library, LAISD 385 Van Ness Avenue, Suite 208, Torrance, CJnrnia 90Q1�, Ph: (310) 212-7644 1 Fx: (310) 212-5272 Robert Nolan, PE, LEER AP, CEM, CMVP Mechanical/Plumbing Engineer Mr. Nolan is experienced in the design and renovation of HVAC, clean rooms, fire protection and plumbing for schools, industrial, manufacturing and commercial facilities. YEARS WITH JCCA: 21 Years YEARS OF EXPERIENCE: 24 Years EDUCATION: Bachelor of Science - Mechanical Engineering, 1996 LICENSES: California License No. M31684 Maryland License No. 38559 Missouri License No. 2011035637 Utah License No. 8127554-2202 CEM 17051 LEED Certified EXPERIENCE: • Cath Lab #10, Feasibility Study, Providence Little Company of Mary Medical Center • Cath Lab #12, Providence Little Company of Mary Medical Center • Cath Lab #13, Providence Little Company of Mary Medical Center • DSH-Infrastructure Master Plan (IMP), Department of State Hospitals (DSH) • DSH-Patton Chiller Replacement • DSH-Statewide Deferred Maintenance Program • DSH-Metropolitan Central Utility Plant Upgrade Budget Package • CHS Parking E Clinical Research Biomarker Seismic Renovation - LEED Gold, University of California, Los Angeles (UCLA), Capital Programs • NPI Seismic Renovation, UCLA • Semel-IPCN Renovation - LEED Silver, UCLA, Capital Programs • OPAT Heat Exchanger Installation, UCLA, Capital Programs • Powell Restrooms ADA Upgrade, UCLA • Upgrade Chilled Water Plant, Beaudry Building, Los Angeles Unified School District (LAUSD) • Electrical System Upgrades, Mule Creek State Prison, California Department of Corrections and Rehabilitation (CDCR) • Upgrade Boilers and Steam Distribution, Porterville Development Center, Department of General Services (DGS) • CalTower HVAC Upgrade, Kitchell, DGS • Replace Modular Buildings, Bautista Conservation Camp, Hemet CA, DGS • FCI Petersburg Temporary Dining, Federal Bureau of Prisons (FBOP) 385 Van Ness Avenue, Suite 208, Torrance, Cjnrnia 90160h: (310) 212-7644 1 Fx: (310) 212-5272 William Smith, PE, LEED AP Mechanical Engineer Mr. Smith has Mechanical Design Engineering and Construction Management experience in the building types of hospitals, commercial and industrial buildings, museums, schools, computer rooms, environmental control facilities, military and government projects. YEARS WITH JCCA: 26 Years YEARS OF EXPERIENCE: 46 Years EDUCATION: Bachelor of Science - Mechanical Engineering, 1973 LICENSES: California License No. 18339 EXPERIENCE: • Domestic Hot Water Heaters Replacement, Feasibility Study, Taft Correctional Institution, Federal Bureau of Prisons (FBOP) • Leaks in Water Distribution System, FCI Taft, FBOP • HVAC Feasibility Study, Department of Beaches and Harbor, Los Angeles County Internal Services Department (LAISD) • Water System Study, CCI, California Department of Corrections and Rehabilitation (CDCR) • Feasibility Study for HVAC Replacements, Building S, Rooms B369 & B946, Northrop Grumman • Boiler Replacement, Building R5, Northrop Grumman • AHU #43, Building D1, Northrop Grumman • Main Gas Line Upgrade, Space Park, Northrop Grumman • JWST Upgrade, North Highbay, Building M4, Northrop Grumman • I&S Lab Relocation to Building M1, Northrop Grumman • Analyze HVAC System & Replace AHU 43H2, Building S24, Boeing, El Segundo, CA • Taft Lab Relocation, Building S25, Boeing, El Segundo, CA • First Floor Annex Office Remodel, Building S50, Boeing, El Segundo, CA • Upgrade Boilers and Steam Distribution, Porterville Developmental Center, Department of General Services (DGS) • Increased Secured Bed Capacity, Metropolitan State Hospital, DGS • Olympic Pool, Phase II, Castaic Sports Complex, Los Angeles County Department of Public Works (LADPW) • SAIC Occupation, Jones Lang LaSalle (JLL) • Fuel System Refurbishment, Barton Heliport, LADPW • HVAC Replacement, Marvin Elementary School, Los Angeles Unified School District (LAUSD) 385 Van Ness Avenue, Suite 208, Torrance, CJnrnia 904 0 140h: (310) 212-7644 1 Fx: (310) 212-5272 CASEY TIBBET ASSOCIATE / HISTORIAN / ARCHITECTURAL HISTORIAN • Project Management • Historic Preservation Planning • Field Survey/Recording • Historic Research • CEQA/NEPA Evaluations and Compliance • Caltrans Compliance • Findings of Effect • National Register Nominations • Historic Preservation Certification Part 1 and 2 Tax Credit Applications • City Planning EDUCATION M.A., History (Historic Preservation(, University of California, Riverside B.A., Political Science, University of California, Riverside PROFESSIONAL EXPERIENCE Associate and Cultural Resources Group Leader, LSA, Riverside, California, 2005— Present Historian/Architectural Historian, CRM TECH Riverside, California, 2003- 2005 Associate Planner, City of Riverside, Riverside, California, 1990-2003 PROFESSIONAL RESPONSIBILITIES WALI Ms. Tibbet has been practicing architectural history in southern California since 1997. She meets the Secretary of the Interior's Professional Qualification Standards as a Historian and Architectural Historian and has extensive experience with field recording/survey work; historic research; preparation of historic context statements, significance evaluations, DPR 523 forms, and cultural resources reports in compliance with CEQA and NEPA regulations, including Army Corps and Caltrans projects. Ms. Tibbet has worked as the on - call preservation consultant for various cities, has conducted peer reviews, and completed impacts assessments (CEQA) and findings of effect (NEPA). She has surveyed and evaluated thousands of built environment resources including water conveyance systems and has authored or contributed to hundreds of cultural resources reports. Current Availability: 20% PROJECT EXPERIENCE CWE, Mesmer, LFTF-1, and LFTF-2 Los Angeles and Culver City, Los Angeles County, California Ms. Tibbet prepared a Historic Resources Assessment (HRA) of three low -flow diversion projects (Mesmer, LFTF-1, and LFTF-2). The proposed undertakings involved segments of three flood control channels, Centinela Creek Channel (Mesmer), Ballona Creek Channel (LFTF-1), and Sepulveda Channel (LFTF-2), that fall under the jurisdiction of the United States Army Corps of Engineers (USACE). LSA prepared the assessment pursuant to the National Environmental Policy Act (NEPA) and Section 106 of the National Historic Preservation Act (NHPA). City of Pasadena, Azusa Conduit, Angeles National Forest Los Angeles County, California Ms. Tibbet served as the Project Manager, architectural historian, and researcher for this project, which involved the survey and evaluation of an approximately 5.83-mile long water conduit associated with a hydroelectric power plant owned by the City of Pasadena. The conduit is situated on the east and south sides of the San Gabriel River, which is a "navigable water of the United States" and falls under the jurisdiction of the U.S. Army Corps of Engineers. The conduit, which dates to the 1890s, was determined eligible for listing in the National Register of Historic Places. A report, including an extensive historic context and DPR 523 forms, was completed. City of Anaheim, Lincoln Avenue Widening Project Anaheim, Orange County, California Ms. Tibbet completed a historic resources assessment and impacts analysis for the Lincoln Avenue Widening Project from West Street to Harbor Boulevard within the Anaheim Colony Historic District (ACHD) in Anaheim. A total of 18 properties were evaluated and, of those, eight properties, including the ACHD, were evaluated as "historical resources" as defined by CEQA. An impacts analysis was completed using the Secretary of the Interior's Standards for the Treatment of Historic Properties (Rehabilitation). 25F-180 KERRIE COLLISON, RPA ASSOCIATE / SENIOR ARCHAEOLOGIST EXPERTISE • Cultural Resources Management • Native American Consultation • California Prehistory • Lithic Analysis EDUCATION California State University, Northridge, M.A., Anthropology, Northridge, California, 2013. California Polytechnic State University, San Luis Obispo, B.S., Social Sciences, San Luis Obispo, California, 2008. PROFESSIONAL EXPERIENCE Archaeologist, LSA, Irvine, California, November 2013— Present. PROFESSIONAL CERTIFICATIONS/ REGISTRATIONS Register of Professional Archaeologists (#28731436) Professionally listed Archaeologist for the Counties of Orange and Riverside PROFESSIONAL RESPONSIBILITIES I&YALI Ms. Collison's primary duties include report and proposal preparation for CEQA- and NEPA-level documents, Native American consultation, directing and participating in surveys, and monitoring for cultural resources. She is skilled in lithic analysis and excels at identifying the various stages of production of stone tools. Her field experience includes work in the California Central Coast, Orange County, Riverside County, Ventura County, Mono County, the Tahoe region of the Sierra Nevada, and the Great Basin. Ms. Collison also has experience collaborating on eligibility reports for the National Register of Historic Places and contributing to Section 404 permit applications, and has performed archaeological reconnaissance surveys for environmental recovery projects following California wildfire events. Current Availability: 35% PROJECT EXPERIENCE Irvine Ranch Water District, San Joaquin Reservoir Filtration Facility Project Newport Beach, California Ms. Collison prepared a cultural resources record search technical memorandum for this project. The memorandum included the results of the record search conducted at the South Central Coastal Information Center, as well as management recommendations for the project. Rancho California Water District, Vail Dam Seismic and Hydrologic Remediation Project Riverside County, California Ms. Collison is overseeing preparation of the archaeological resources assessment for this project. This project involvesthe demolition of the existing arch dam and construction of a new gravity concrete dam downstream, with associated construction and modification of inlet/outlet facilities, pipelines, a spillway, and access roads. LSA is preparing the environmental document and various technical studies for the project. The archaeological resources assessment involves a field survey of approximately 600 acres and a record search for the project impact areas. Ms. Collison is also assisting Rancho California Water District with Native American consultation under Assembly Bill52. Riverside County Flood Control and Water Conservation District, Green Acres Dam Community of Homeland, California Ms. Collison served as a field archaeologist and Native American liaison on this project. LSA was under contract to the Riverside County Flood Control and Water Conservation District (RCFCWCD) to provide a cultural resources assessment for the Green Acres Dam Project. Ms. Collison recorded and mapped archaeological sites and documented the bedrock milling features on these sites for the project, in addition to writing and compiling all necessary documentation for the cultural resources assessment. Ms. Collison also led a visit to the archaeological sites in the project area for the Pechanga Band of Luiseno Indians and the RCFCWCD. 25F-181 NICOLE DUBOIS PRINCIPAL / ENVIRONMENTAL PLANNING EXPERTISE • Environmental Impact Analysis • Land Use Planning • Project Management EDUCATION Master of Planning, University of Southern California, Los Angeles, 2002 BA, Art History and Organizational Studies, Pitzer College, Claremont, California, 2000 PROFESSIONAL EXPERIENCE Principal, LSA, Irvine, California, 2015—Present Project Coordinator, The Center for Economic Development, Los Angeles, California, 2001-2002 PROFESSIONAL AFFILIATIONS Association of Environmental Professionals (AEP) Orange County AEP Board of Directors, 2016-2018 Director of Public Information, Orange County Section, American Planning Association, 2003-2005 National Trust for Historic Preservation PROFESSIONAL RESPONSIBILITIES I&YALI As a Principal in LSA's Environmental Planning Division, Ms. Dubois is responsible for project oversight and preparation of environmental documents for a variety of land development, redevelopment, institutional, and capital improvement projects. Her primary responsibilities include research, preparation, and management of EIRs and EISs prepared in compliance with CEQA and NEPA. Since joining LSA, Ms. Dubois has prepared environmental analyses for a variety of clients, including both public agencies and private sector clients. Current Availability: 25 percent PROJECT EXPERIENCE Rancho California Water District, Vail Dam Seismic and Hydrologic Remediation Project Temecula, California Ms. Dubois is the Principal in Charge for preparation of an Environmental Impact Report (EIR) (and NEPA document to be determined) and technical studies for the Vail Dam Seismic and Hydrologic Remediation Project. The Rancho California Water District proposes to remediate seismic and hydrologic hazards associated with the existing Vail Dam, an arch dam, by constructing a new straight -axis gravity concrete dam immediately downstream of the existing dam. RCWD is the CEQA Lead Agency. The NEPA lead agency has not yet been determined; however, coordination is currently ongoing with the Federal Emergency Management Agency, United States Bureau of Reclamation, United States Army Corps of Engineers, and United States Fish and Wildlife Service. Orange County Sanitation District, Headquarters Complex Fountain Valley, California Ms. Dubois is Principal in Charge for the preparation of an Initial Study/Addendum to the Specific Plan for the Fountain Valley Crossings to provide environmental clearance for the Orange County Sanitation District (OCSD) Headquarters Complex, Site and Security, and Entrance Realignment Program. The project includes construction of a new 109,000 sf, three-story administration building, a surface parking lot, landscaping, signage, security lighting, and a pedestrian overcrossing across Ellis Avenue. The Initial Study/Addendum was adopted by OCSD in June 2020. Moulton Niguel Water District, Operations Center Laguna Hills, California Ms. Dubois was the Principal in Charge and Project Manager responsible for preparation of an IS/MND and related technical reports for the Moulton Niguel Water District (MNWD) Operations Center. MNWD proposed to construct a two-story 45,000 sf office building, expand aboveground fuel storage, realign the entrance to the facility, and construct a detention/bioretention basin and on- and off -site utility improvements including installation of a new 21-inch reinforced concrete pipe storm drain in the public right-of-way. The IS/MND was adopted in July 2018, and the project was approved. Construction began in fall 2019. 25F-182 NICOLE DUBOIS LSA PRINCIPAL / ENVIRONMENTAL PLANNING Irvine Ranch Water District, San Joaquin Reservoir Filtration Facility Newport Beach, California Ms. Dubois Principal in Charge and Project Manager responsible for preparation of an IS/MND and related technical studies for this project. The Irvine Ranch Water District proposes to construct a filtration facility at the existing San Joaquin Reservoir located south of Bonita Canyon Drive in Newport Beach. The IS/MND was circulated for public review in June 2020. Subsequent to circulation of the IS/MND, IRWD made some modifications to the proposed Project. IRWD intends to recirculate the IS/MND for public review in fall 2020. Irvine Ranch Water District, Eastwood Recycled Water Pump Station Irvine, California Ms. Dubois was the Principal in Charge and Project Manager responsible for preparation of an IS/MND and related technical reports for the Eastwood Recycled Water Pump Station Project. The Project will ultimately house 14 pumps within one building and include the installation of three surge tanks, installed slightly below grade, with a roof structure. The project's purpose is to meet increasing demand in the Irvine Ranch Water District's Zone B and Zone C recycled water service areas, provide a high degree of operational flexibility, and maximize the use of recycled water. Construction will include a concrete foundation, concrete masonry unit block building, lighting, connections to existing recycled water lines within the adjacent roadway, new recycled water lines within the adjacent roadway, storm water drainage infrastructure (e.g., curb and gutter), and installation of asphalt concrete for parking. The IS/MND was adopted in January 2018, and the project was approved. South Coast Water District, Upper and Lower Niguel Shores Meter Improvement Projects Dana Point, California Ms. Dubois is the Project Manager for the South Coast Water District (SCWD) on -call environmental services contract with LSA. As part of the contract, LSA prepared Categorical Exemption (CE) memoranda for both the Upper and Lower Niguel Shores Meter Improvement Projects on two sites in Dana Point. The CE memoranda describe why the two projects are exempt from the requirements of CEQA pursuant to State CEQA Guidelines Sections 15301 and 15302, respectively. The Upper Niguel Shores Meter Improvement Project involved the replacement of valves, piping, and a recycled water meter in an existing underground meter vault, and qualified for a Class 2 exemption under CEQA. The Class 2 exemption covers the replacement or reconstruction of existing structures and facilities on the same site and with substantially the same purpose and capacity as the structure replaced. The Lower Niguel Shores Meter Improvement Project involved the construction of a new underground meter vault including valves, piping, and a recycled water meter, and qualified for a Class 1 exemption under CEQA. The Class 1 exemption covers the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The SCWD Board of Directors approved the projects in June 2018, and LSA filed Notices of Exemption on behalf of SCWD in July 2018. South Coast Water District, Rehabilitation of Reservoir 1A and Reservoir RW-1 Laguna Beach and Unincorporated Orange County, California Ms. Dubois is the Project Manager for the South Coast Water District (SCWD) on -call environmental services contract with LSA. As part of the contract, LSA prepared a Categorical Exemption (CE) support memorandum for the rehabilitation of Reservoirs 1A and RW-1. Reservoir 1A is an aboveground storage tank reservoir at 21613 Ocean Vista Drive in Laguna Beach. Reservoir RW-1 is an aboveground storage tank reservoir located at the South Orange County Wastewater Authority Coastal Treatment Plant. LSA provided memorandums documenting that proposed rehabilitation work for the reservoirs would be consistent with the existing use of the project sites and would not include the expansion of the use beyond the existing condition, and that the projects would not result in any specific or general exceptions to the use of a CE as detailed under State CEQA Guidelines Section 15301. The SCWD Board of Directors approved both projects in September 2017, and LSA filed the Notice of Exemptions on behalf of SCWD. 2 25F-183 NICOLE J. WEST, CPSWQ, QSD/QSP LSA ASSOCIATE ENVIRONMENTAL PLANNEWWATER QUALITY SPECIALIST EXPERTISE • CEQA/NEPA • Surface Water Quality • Storm Water Quality • Floodplains =1 1PLe7_r 0 [a] I I University of California, Berkeley, M.S., Civil and Environmental Engineering, December 2003. University of California, Davis, B.S., with Honors, Evolution and Ecology, June 1998. PROFESSIONAL CERTIFICATIONS Qualified SWPPP Developer/ Practitioner (QSD/QSP) Certified Professional in Storm Water Quality (CPSWQ) Engineer -in -Training (EIT) PROFESSIONAL EXPERIENCE Associate, LSA, San Luis Obispo, California, May 2006-Present. Staff Engineer, McGuire Malcolm Pirnie, Irvine, California, February 2004-May 2006. Summer intern, GeoSyntec Consultants, Walnut Creek, California, June -August 2003. PROFESSIONAL RESPONSIBILITIES Ms. West has over 20 years of experience in the management and preparation of environmental documents, water quality assessments, and floodplain impact reports for a variety of transportation, development/redevelopment, and infrastructure projects in compliance with CEQA and NEPA. Her project management experience includes a range of projects in Orange County for cities, Caltrans, transportation agencies, sanitation and water districts, and private developers. Her water quality experience includes regulatory compliance; water quality sampling; peer review of technical reports; and preparation of water quality assessments, storm water pollution prevention plans, floodplain analyses, and quality control/quality assurance plans for water quality sampling projects. Current Availability: 25 percent PROJECT EXPERIENCE Turtle Ridge Irvine, California Ms. West prepared a Categorical Exemption for the modification of stormwater conveyance pipes along Shady Canyon Drive between Summit Park Drive and Cloverfield Drive within the Village of Turtle Ridge in the City of Irvine. Runoff had eroded part of the grassy knoll, forming a small trench along the slope of the hill. In addition, water was accumulating on Shady Canyon Drive during the rainy season. The project proposed conveyance pipes to collect runoff at the toe of the slope and convey it into the local storm drain system. Catch basin inlets and street crossfall along Shady Canyon Drive were also proposed to be modified to ensure 100% conveyance of runoff into the storm drain system. Rancho California Water District (RCWD), Vail Dam Seismic and Hydrologic Remediation Project Temecula, California Ms. West is Project Manager for preparation of an Environmental Impact Report (EIR) (and NEPA document to be determined) and technical studies for the Vail Dam Seismic and Hydrologic Remediation Project. RCWD proposes to remediate seismic and hydrologic hazards associated with the existing Vail Dam, an arch dam, by constructing a new straight -axis gravity concrete dam immediately downstream of the existing dam. RCWD is the CEQA Lead Agency. The NEPA lead agency has not yet been determined; however, coordination is currently ongoing with the United States Federal Emergency Management Agency, United States Bureau of Reclamation, United States Army Corps of Engineers, and United States Fish and Wildlife Service. San Onofre Nuclear Generating Station (SONGS) Independent Spent Fuel Storage System (ISFSI) Expansion Project San Diego County, California Ms. West was the QSD and prepared the SWPPP and SWPPP Amendment for the SONGS ISFSI Expansion project. The project included constrution of a subterranean ISFSI on the existing SONGS site to store spent fuel cells as part of decommissioning of the SONGS facility. The Permit Registration Documents were submitted to the State Water Resources Control Board in February 2016. 25F-184 NICOLE J. WEST, CPSWQ, QSD/QSP LSA ASSOCIATE ENVIRONMENTAL PLANNER/WATER QUALITY SPECIALIST PROFESSIONAL The SWPPP Amendment was submitted in December 2017 in order to extend EXPERIENCE, CONT. the construction period and reduce the size of the construction site. Graduate Student Researcher, Department of Civil and 20 Old Ranch Road Environmental Engineering, City of Laguna Niguel, California University of California, Berkeley, Ms. West served as Project Manager for preparation of an Initial September 2002-March 2003. Study/Mitigated Negative Declaration (IS/MND) Addendum and construction Post -Graduate Researcher II, monitoring for hillside grading and terracing at 20 Old Ranch Road in the City of Department of vegetable Crops, Laguna Niguel. Subsequent to approval of the IS/MND and completion of USDA-ARS Aquatic weed construction of the single-family residence, it became necessary to terrace a Laboratory, University of hillside on the Project site to reduce ongoing scour and erosion. Ms. West California, Davis, tune 2000- prepared the IS/MND Addendum for the additional grading, which was August 2002. approved by the Planning Commission in February 2018. Post -Graduate Researcher II, Department of wildlife, Fisheries, Irvine Ranch Water District, San Joaquin Reservoir Filtration Facility and Conservation Biology, Newport Beach, California University of California, Davis, June 1998-June 2000. Ms. West was part of the project management team for preparation of the IS/MND for this project. The Irvine Ranch Water District (IRWD) proposes to PROFESSIONAL construct a filtration facility at the existing San Joaquin Reservoir in Newport AFFILIATIONS Beach. The IS/MND was circulated for public review in June 2020. Membership Committee Chair, Channel Counties Chapter, Eastwood Recycled Water Pump Station IS/MND Association of Environmental Irvine, California Professionals, 2019-2021 IRWD proposed to construct the Zone A to B and Zone A to C Booster Pump Stations (Multi -Zone Pump Station) Project at the intersection of Jeffrey Road Annual Conference Moderator Coordinator, California and Irvine Boulevard in the City of Irvine. Ms. West assisted in preparation of Stormwater Quality Association, the IS/MND for the project, including the hydrology and water quality section. 2014-2020 Metro, Baseline Construction Compliance Evaluation President, toastmasters Club Los Angeles, California 5204, 2019-2021 Ms. West conducted the baseline construction compliance evaluation and Vice President of Membership, inspection for compliance with storm water regulations for three Metro Toastmasters Club 5204, 2018- 2019 projects. The evaluation included a comparison of Metro's baseline construction specifications with applicable federal/State/local requirements. A site visit of the construction sites was conducted to verify compliance with the applicable regulatory requirements. County of Los Angeles Department of Beaches and Harbors, Storm Water Campaign Technical Support Los Angeles County, California Ms. West provided storm water technical expertise to the County of Los Angeles Department of Beaches and Harbors in support of its Can the Trash! storm water campaign. The community outreach campaign included a "Clean and Blue" animated video and poster design contest targeting elementary school children, encouraging them to participate in ocean cleanup including beaches and upstream sources. The winning posters were widely reproduced and displayed on trash barrels at Los Angeles County beaches and recreation facilities as eye-catching friendly reminders to "Can the Trash." The campaign was the recipient of the California Stormwater Quality Association's 2019 Outstanding News, Information Outreach, and Media Project award. 25F-185 SARAH RIEBOLDT, Ph.D. ASSOCIATE / SENIOR PALEONTOLOGIST PROFESSIONAL RESPONSIBILITIES Dr. Rieboldt is an Associate and Senior Paleontologist at LSA with 20 years of experience in the paleontology and geology fields. She has worked as a J geologist and paleontological consultant on many different projects, including carbon sequestration and astrobiology research programs funded by the United States Department of Energy and the National Aeronautics and Space Administration, respectively, as well as on projects for the State of California Department of Parks and Recreation, Caltrans, and various private developers E in California, Nevada, and Utah. Dr. Rieboldt oversees the paleontological resources program at LSA and prepares and reviews paleontological assessment reports, mitigation plans, and monitoring reports. She provides guidance on the various federal, State, and local regulations and guidelines regarding paleontological resources as they apply to projects throughout the EXPERTISE State. She also is responsible for scheduling paleontological monitors on both large -and small-scale projects. • Paleontological Mitigation Reports • Paleontological Resource Current Availability: 30% Monitoring • Fossil Collection, Salvage, PROJECT EXPERIENCE Identification, and Curation Rancho California Water District, Vail Dam Seismic and Hydrologic • Federal, State, and Local Laws, Remedlation Project Ordinances, Regulations, and Riverside County, California Standards (LORS) regarding Paleontological Resources Dr. Rieboldt is overseeing preparation of the paleontological assessment for this project. This project involves the demolition of the existing arch dam and EDUCATION construction of a new gravity concrete dam downstream, with associated Ph.D., Paleontology, construction and modification of inlet/outlet facilities, pipelines, spillway, and University of California, access roads. LSA is preparing the environmental document and various Berkeley, 2005 technical studies for this project. The paleontological assessment involves a B.A., Biology, Minor in field survey of nearly 600 acres, fossil locality searches for the area Geology, Magna Cum Laude, surrounding the dam and Vail Lake, and a literature review of over 10 different University of Colorado, geologic units from four different geologic maps of different scales covering Boulder, 1999 the project area. Based on this background research, the paleontological assessment will determine the potential for project development to impact PROFESSIONAL paleontological resources and make the appropriate recommendations EXPERIENCE regarding mitigation. Senior Paleontologist, LSA, Irvine, California, April 2013—Present Medea and Paleo Corrado Creek Stormwater Treatment Plant and Linear Park Project Project Manager, Department Agoura Hills, Los Angeles County, California of Geological Sciences, California State University, Dr. Rieboldt determined the potential for this project to impact Fullerton, and John D.Cooper paleontological resources in compliance with CEQA. The Medea and Palo Archaeological and Comado Creek Stormwater Treatment Plant and Linear Park Project sought to Paleontological Center, Santa treat storm water runoff and improve local water quality through the Ana, California, April 2012— April2013 construction of a storm water treatment facility near the confluence of Medea Creek and Palo Comado Creek, as well as a linear park along Agoura Road Geologist, Geological Survey above the existing flood control channel. As part of her duties, Dr. Rieboldt of Alabama, Tuscaloosa, reviewed relevant geological and paleontological literature, requested a fossil Alabama, April 2010—February 2012 locality search through the Natural History Museum of Los Angeles County, and oversaw a field survey of the project area. Dr. Rieboldt documented the results of the background research, determined the potential for project activities to impact paleontological resources, and made the appropriate recommendations regarding mitigation of those impacts in a paleontological resources technical memorandum for the project. 25F-186 Resumes F. Fred Buhamdan, PE, PMP Sr. Principal PROFESSIONAL EXPERIENCE Mr Buhamdan is an office manager and a licensed civil engineer (PE) in the State of California with substantial experience in performing geotechnical investigations, engineering design, and project management. These projects included various educational and commercial buildings, renewable energy facilities, retail centers, office/warehouse projects, street improvements, industrial facilities, and public works projects. Engineering experience includes hundreds of projects involving shallow and deep foundations design, settlement and slope stability analysis, pavement design, geologic hazards analysis preparation of project proposals and geotechnical engineering reports,and construction management. Higher education includes a Master of Science degree of Civil Engineering from California State University. Professional licenses include a Project Management Professional (PMP) Certificate. Management duties include overseeing projects budget and schedule, managing client's expectations, business development, and supervising engineers, geologists, sub -consultants and sub -contractors, and laboratory and field personnel. The following is a represesntative list of distinguished projects Mr. Buhamdan has served as an engineer of record, project manager, authorized project reviewer, and/or project engineer. PROJECT EXPERIENCE EDUCATION Master of Science, Civil Engineering, California State University, 2007 Bachelor of Science, Civil Engineering, University of Mutah, 2002 REGISTRATIONS Registered Civil Engineer: California PE C77455, Exp 06/30/2021 Project Management Professional (PMP) AFFILIATIONS American Society of Civil Engineers COMMITMENT TO CONTRACT 20% Garvey Avenue Grade Separation Drainage, El Monte, CA ■ Transfer Station Water Quality Improvement Project, Culver City, CA ■ City wide Storm Drain Point Repair Project, Rancho Palos Verdes, CA • SGVCOG ACE Rio Hondo Load Reduction Strategy Design, multiple Cities in LA County, CA Sterling Avenue and Marshall Blvd. Sewer and Gas Lines, San Bernardino, CA Two -Year Sewer Main Rehabilitation Program - Manhattan Beach, CA ■ Culver City Diversion Sewer Project — Culver City, CA ■ Multiple Trunk Sewer Line Projects — Long Beach, CA ■ Temecula Flood Control Channel Recon and Repair, Temecula, CA ■ San Fernando Regional Park Infiltration, San Fernando, CA ■ Burton Way Median Green Street, Beverly Hills, CA ■ Laurel Canyon Blvd. Green Street Project, Los Angeles, CA • John Anson Ford Park Infiltration Study, Bell Gardens, CA Studebaker Road Street Rehabilitation, Cerritos, California ■ OCTA Building Modification and Expansion, Orange, CA lrerracon Client Name — RFP Number I Type of Se v rov -1o7 Geotechnical ■ Environmental ■ Construction Materials ■ Facilities Sivasubramaniam (Raj) Pirathiviraj, P.E., G.E. Senior Geotechnical Engineer PROFESSIONAL EXPERIENCE Mr. Pirathiviraj is a Senior Engineer and registered geotechnical engineer (GE) and professional civil engineer (PE) in the State of California with substantial experience in performing geotechnical investigation, geotechnical design and project management. These projects included various infiltration system, best management practices, school facilities including aquatic center, hospital buildings and facilities, commercial buildings and facilities, transportation structures and facilities, levees, light rail tracks and airport facilities. Engineering experience has included project management, construction monitoring, dam inspection, levee repair, field investigation, foundation design and review for bridges, walls and buildings and write and review geotechnical reports, foundation reports, materials reports, technical memorandums, addendums and letters, and request for information. Higher education includes a Master of Science degree in Civil and Geotechnical Engineering from State University of New York at Buffalo. Management duties include overseeing project budget and schedule, managing client's expectations, and supervising junior engineers, laboratory and field personnel, sub -consultants and sub -contractors. The following is a representative list of distinguished projects Mr. Pirathiviraj has served as a geotechnical engineer of record, project manager, and/or project engineer. PROJECT EXPERIENCE ■ LA Public Works Compton Creek Low Flow Diversion, Los Angeles, CA ■ LA Public Works Arroyo Seco Low Flow Diversion, Pasadena, CA ■ Agoura Hills Stormwater Treatment Facility, Agoura Hills, CA ■ Temecula Flood Control Channel Recon and Repair at Pala Park, Temecula, CA ■ Rio Hondo Load Reduction Strategy Design, San Gabriel Valley, CA ■ John Anson Ford Park Infiltration Cisterns, Bell Gardens, CA ■ Mill Creek Diversion and Debris Management Improvement, San Bernardino County, CA ■ San Fernando Regional Park Infiltration, San Fernando, CA ■ Mesmer Low Flow Diversion, Culver City, CA ■ Walnut Stormwater Capture and Groundwater Replenishment Basin, Torrance, CA ■ Los Alamitos High School Aquatic Center, Los Alamitos, CA ■ Orange Coast College Student Housing, Costa Mesa, CA ■ Orange Coast College Tennis Court and Parking, Costa Mesa, CA ■ Santiago Charter Middle School Solar Canopies, Orange, CA ■ Coachella Valley Unified School District Solar Canopies, Coachella, CA ■ SR-91/71 Interchange Improvements, Riverside County, CA ■ SR-91 Westbound Widening, Orange County, CA ■ SR-91 Bridges in Riverside County, CA ■ SR-91 Retaining Walls and Soundwalls in Riverside County, CA ■ SR-73 Storm Water Monitoring, Orange County, CA EDUCATION MSc/Civil and Geotechnical Engineering/State University of New York at Buffalo, United States2004. BSc/Civil Engineering/University of Peradeniya, Sri Lanka2001. REGISTRATIONS Registered Geotechnical Engineer California Registered Civil Engineer California AFFILIATIONS American Society of Civil Engineers WORK HISTORY Terracon Consultants, Inc. Senior Engineer, 2016-Present Earth Mechanics, Inc. Project Engineer, 2009-2016 AECOM formally URS Corporation Project Manager, 2004-2009 COMMITMENT TO CONTRACT 20% 25F-188 1 rerracon EXHIBIT C CWE 2021* Enaineer/Scientist Rate/Hour Principal $269 Senior Project Manager $265 Project Manager $232 Technical Manager $228 Task Leader $202 Principal Engineer $197 Senior Engineer $186 Project Engineer $163 Staff Engineer $136 Assistant Engineer $110 Senior Environmental Scientist $166 Environmental Scientist $138 Environmental Analyst $103 Construction Services Construction Manager $190 Senior Construction Inspector $145 Construction Inspector $128 Field Survey Licensed Surveyor $177 3-Person Survey Crew $249 2-Person Survey Crew $200 Su000rt Services GIS Specialist $133 Senior Engineering Technician $108 Engineering Technician $94 CADD Designer $110 Project Coordinator $98 Administrative Assistant $88 General Direct Expenses Cost + 10% Subcontract Services Cost + 10% Specialized Computer Applications (per hour) $15 Mileage Current IRS Rate Field Vehicle — Hourly $12/hour Field Vehicle — Daily $80/day Field Vehicle — Monthly $1,500/month B&W Photocopies (per page) $0.10 Color Photocopies (per page) $0.50 *Rates will be adjusted annually based on the US Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers. Rates for field equipment, health and safety equipment, and graphical supplies presented upon request. Based on CWE maintaining General Liability Insurance for bodily injury and property damage with an aggregate limit of $2,000,000 per occurrence. In the event the client desires additional coverage, CWE will, upon the client's written request, obtain additional insurance and adjust the above billing rates accordingly. 25F-189 J.C. CHANG & ASSOCIATES, INC. ENGINEERS ■ ARCHITECTS ■ PLANNERS 385 VAN NESS AVENUE, SUITE 208 TORRANCE, CA 90501 TEL: (310) 212-7644 ■ FAX: (310) 212-5272 www.jccainc.com 2020 BILLING RATES AND COST SCHEDULE DESCRIPTION OF SERVICES UNIT UNIT PRICE Principal MH $ 200.00 Project Manager MH $ 170.00 Architect MH $ 160.00 Engineer MH $ 160.00 CAD Operator MH $ 120.00 Clerical MH $ 100.00 Reproduction (In House) Sheet $ 5.00 Reports/Specifications Set $ 50.00 CAD Plot Sheet $ 20.00 Computer Discs Each $ 15.00 Plan Check or Permit Fees Cost + 10% Reproduction Services (Contract) Cost + 10% Other Services (See Note 1) Cost + 10% NOTES 1. This applies only to subcontracted or other type of work requested by client that is outside the scope of our normal services for A/E projects (e.g. equipment rental), or on services that require no A/E input. Wi Propos a] s\Rates\2020 Billing Rates. doe 25F-190 JUNE 2019 SCHEDULE or STANDARD CONTRACT PROv1510Ns A AND BILLING RATES SA HOURLY BILLING RATES EFFECTIVE JUNE 2019 Job Classification Hourly Rate Cultural/ Range'•' Paleontological Planning Environmental Transportation Air/Noise Resources Biology GIs Principal Principal Principal Principal Principal Principal Principal $175-390 Associate Associate Associate Associate Associate Associate Associate $125-245 Senior Senior Senior Senior Air Senior Cultural Senior Biologist/ Senior G15 $115-220 Planner Environmental Transportation Quality/Noise Resources Manager/ Botanist/Wildlife Specialist Planner Planner/Engineer Specialist Paleontologist Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Planner Environmental Transportation Air Quality/ Cultural Resources Biologist/Botanist/ GIS $85-150 Planner Planner/Engineer Noise Specialist/ Manager Wildlife Biologist/ Specialist Climate Change Archaeologist/ Ecologist/Soil Specialist Architectural Scientist/ Historian/ Herpetologist/ Paleontologist Arborist Assistant Assistant Assistant Air Quality/ Cultural Resources Assistant Biologist/ Assistant $85-100 Planner Environmental Transportation Noise Analyst Analyst Botanist/Wildlife 3I5 Planner Planner/Engineer Biologist/Ecologist/ Specialist Soil Scientist/ Herpetologist/ Arborist Field Services Senior Field Crew/Field Crew $8D-100 Office Services Graphics $115-150 Marketing $75-125 Office Assistant $65-115 Project Assistant $70-145 Research Assistant/Intern $50-80 Word Processing/Technical Editing $95-125 ' The hourly rate for work involving actual expenses in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications. ' Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA's discretion at that time. LSA IN-HOUSE DIRECT COSTS EFFECTIVE JUNE 20191 Description Unit Cost Description Unit Cost Reproduction (8.5 x 11) B/W $0.07 per page GPS Unit $75.00 per day Reproduction (8.5 x 11) Color $0.40 per page Total Station Surveying Instrument $50.00 per day Reproduction (11 x 17) B/W $0.10 per page Level (Laser or Optical) $25.00 per day Reproduction (11 x 17) Color $0.75 per page Laser Rangefinder $25.00 per day CD Production $5.00 per CD Sound Meter $75.00 per day USB Flash Drive $5.00 per drive Sound Meter with Velocity Transducer $85.00 per day Plotting $3.75 per sq ft Aerial Photo Cost Aerial Drone $200.00 per day Boat Rental $125.00 per day Mileage On -Road Currentfederal rate Water Quality Meter $25.60 per day Mileage Off -Road Current federal rate Night Vision Goggles $50.00 per unit per night Direct costs shall be reimbursed at cost plus 10 percent. L\CORP\Contract rev 030819.docx 46/01/19x 25F-191 lrerracon 2020 Schedule of Services and Fees Southern California 1.PERSONNEL Senior Principal / Office Manager $ 185.00 /hour Principal $ 175.00/hour Senior Engineer/Geologist $ 165.00 /hour Senior Project Manager $ 155.00 /hour Project Engineer/Geologist $ 145.00 /hour Project Manager $ 135.00 /hour Senior Staff Engineer/Geologist $ 125.00/hour Staff Engineer/Geologist $ 105.00 /hour Field Engineer/Geologist $ 95.00 /hour Soil Technician 1 $ 68.00 /hour Soil Technician 11 $ 75.00/hour Asphalt Field Technician $ 75.00 /hour Special Inspector -Concrete and Masonry $ 75.00 /hour Special Inspector -Steel, Fire Proofing and CWI Welding $ 85.00/hour Administration $ 68.00 /hour Computer Data Entry $ 75.00 /hour Asphalt / Soil Technician 1-11(Prevailing Wage) $ 98.00 /hour' Special Inspector (Prevailing Wage) $ 105.00/hour' NOTE: Deposition or court testimony at 1.5 times regular rate, with a minimum of $160.00 per hour with payment due at the time of service. 1- Increase hourly rate by 1.6 for weekend, night and holiday work and 4 hour minimum. Travel time is portal to portal. 2. EXPENSES AND SUPPLIES Vehicle Charge (mileage) $ 0.65 /mile Per Diem $ 150.00 / day Photo Ionization Device (PID) $ 100.00 /day Miscellaneous Charges (equipment, materials, etc.) COST +15% Visual -Manual Engineering Classification $ 10.00 /test In -situ Moisture and Density $ 15.00 /test, In -situ Moisture $ 5.00 /test Specific Gravity $ 80.00 /test Atterberg limits (liquid and plastic limits) ASTM $ 80.00 /test Atterberg limits (liquid and plastic limits) COE $ 105.00 /test Shrinkage Limit $ 60.00 /test Sieve Analysis (Fine Sieve + wash) $ 120.00 /test Sieve and Hydrometer Analysis $ 200.00 /test # 200 Wash $ 40.00 /test Hydrometer Only $ 125.00/test Organic Content $ 65.00 /test Sand Equivalent $ 120.00 /test Maximum Density (Standard 4-inch) $ 135.00 /test Maximum Density (Modified 4-inch) $ 180.00 /test Maximum Density (Standard 6-inch) $ 180.00 /test Maximum Density (Modified 6-inch) $ 180.00/test Maximum Density (CA 216) $ 155.00 /test Direct Shear (in -situ) $ 220.00 / test, Direct Shear (remolded) $ 250.00 / test Unconfined Compression $ 100.00 / test, Triaxial Shear On request / test, Consolidation (without time rate) $ 165.00 / testa Consolidation (with time rate - Per load increment) $ 60.00 / load increment, Swell test $ 80.00 / test, Page 1 of 2 25F-192 lrerracon 2020 Schedule of Services and Fees Southern California Collapse Potential $ 80.00 / test, Expansion Index $ 125.00/test Permeability $ 250.00 / test pH and Resistivity $ 40.00 /test Chloride $ 35.00 /test Soluble Sulfate $ 60.00 /test CBR $ 300.00 /test R-Value $ 250.00 /test 1 Increase rate by $30 per test If sample Is Shelby tube. Page 2 of 2 25F-193 EXHIBIT 3 AGREEMENT TO PROVIDE ON -CALL STORMWATER PROJECT DESIGN SERVICES THIS AGREEMENT is made and entered into this 20v' day of October, 2020 by and between Stantec Consulting Services, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On July 16, 2020, the City issued Request for Proposal No. 20-102, by which it sought qualified consultants to provide on -call stormwater project design services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-102. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-102, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide services for stormwater projects on an on -call basis under RFP No. 20-102. The total compensation for these services provided by all such consultants selected under RFP No. 20-102 shall not exceed the shared aggregate amount of $2,000,000 during the term of the Agreement, including any extension periods. 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. Pa e1of8 25 -194 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. This Agreement shall commence on the date first written above and terminate on October 19, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Pap: 2 of 8 25�-195 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. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California 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. 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. C. 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. Pa 5M9 26 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Pa 25P4197 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. 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. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana Pa 25P—'it'g8 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Stantec Consulting Services, Inc. 38 Technology Dr Irvine, CA 92618 Attn: Roger Chung, PE, CFM, QSD/P, F. ASCE Project Manager A party may change its address by giving notice in writing to the other parry. 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 timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and 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. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall 29 6A9 be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. 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 in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24-460 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. 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: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney Jo i M. Funk Assistant City Attorney RECO NDEDFORAPPROVAL g-"�I- NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Sherry L. Weinmeier Title: Principal 2VP8201 EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES RFP NO. 20-102 INTRODUCTION/BACKGROUND The City of Santa Ana is 27.2 square miles and is located in central Orange County, California. Santa Ana is the most densely populated city in the county, with a total population of 338,247 and approximately 12,435 people per square mile. Santa Ana sits within three major watersheds: the Newport Bay watershed, the Santa Ana River watershed, and the Anaheim Bay/Huntington Harbour watershed. The City of Santa Ana is a co-permittee under the North Orange County Municipal Separate Storm Sewer System (MS4) Permit (Order No. R8-2009-0030, as amended by Order No. R8-2010- 0062). The Permit presents a series of technical, legal, and regulatory challenges to the City and as a result, the City has established a rigorous stormwater compliance program. The Permit requires the City to reduce the discharge of pollutants in urban stormwater runoff to Waters of the US to the "Maximum Extent Practicable". One of the most effective mechanisms in reducing pollutants and improving surface water quality is via the construction of structural Best Management Practices (BMPs). Stormwater infiltration, biotreatment, harvest and reuse, and diversion to the sanitary sewer are proven methods to achieve water quality goals and the City seeks to continue its proactive approach in implementing such projects. Additionally, structural BMPs can provide ancillary benefits such as increasing local water supplies, reducing flooding, and providing public education and recreational opportunities for Santa Ana residents. The City desires to retain Civil Engineering Consultants on an as -needed or "on -call" basis to design complex, regional stormwater capture and treatment projects and perform other stormwater-related tasks as outlined in the Scope of Services below. Professional Services Agreements will be entered into with the selected Civil Engineering Consultants and the selected Consultants will be asked to provide professional engineering services proposals on a project -by - project basis, based on an agreed -upon scope of services and fees. After review of the proposals and associated costs, the City will issue a Notice to Proceed (NTP) for the selected Consultant to begin work on the project/task. Funding sources for each project may vary. The City intends to seek local, State, and Federal grant moneys to fund regional stormwater projects and the selected firm shall comply with the funding agency's requirements. Additionally, all work shall be done in accordance with the most City of Santa Ana Z1W2n4WZ. Page Al-1 recently adopted North Orange County MS4 Permit and any other applicable local, State, and Federal laws. Consultants shall utilize in-house staff and/or sub -consultants to complete assignments to meet the City's standards. For specialized work, for which the prime consultant requires a sub - consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant and shall include these administrative costs in their proposed project management fees. Prime consultant mark-ups for sub -consultant work will not be allowed. All proposals, plans, drawings, specifications, estimates, grant applications, modeling, studies, presentations, and/or reports will be subject to the final approval and satisfaction of the City. The selected consultants must have the expertise, experience, and demonstrated resources available to perform the work described in this RIP. The City desires to enter into Agreements with the three top-ranking firms for an initial three (3)- year term, with a City option to exercise one (1), two (2)-year extension period. The annual amount to be expended under the Agreement will vary at the City's discretion and will be dependent on available grant funding opportunities and local match availability. A. SCOPE OF SERVICES Work under this Agreement may include, but is not limited to, the following tasks below: 1) Project Planning/Feasibility Studies Firms shall be capable of performing the following tasks: a. Hydraulic computer modeling b. Stormwater sampling/monitoring/data analysis c. Flow monitoring studies d. Mapping services e. Hydrologic calculations f Preparation/review of Water Quality Management Plans (WQMP) g. Conceptual design/drawing h. Percolation rate testing/geotechnical reporting i. Coordination with outside agencies j. Project presentations k. Researching existing field conditions and utilities 1. Cost benefit analyses in. Technical feasibility and project impact analyses n. Drafting project planning documents o. Monitoring and alerting the City of potential grant funding opportunities City of Santa Ana zfarm4u,3 Page Al-2 o. Any other work required to successfully plan for projects and adequately assess project feasibility 2) Environmental Documentation/Permitting Firms shall be capable of performing the following tasks: a. Prepare and file all necessary environmental documents and apply for all required permits including, but not limited to: i. California Environmental Quality Act (CEQA) ii. National Environmental Policy Act (NEPA) iii. Federal Clean Water Act Section 401 iv. Federal Clean Water Act Section 404 v. California Department of Fish and Wildlife (CDFW) Section 1602 vi. Orange County Sanitation District (OCSD) Discharge Permits vii. Orange County Flood Control District (OCFCD) Encroachment Permit 3) Project Design Firms shall be capable of performing the following tasks: a. Land Surveying b. Civil -Engineering Design c. Structural Design d. Geotechnical Design e. Architectural Design f. Electrical Design g. Mechanical Design h. Instrumentation and Control Systems Design i. Landscape Architecture and Irrigation Design j. Detailed Engineering/Cost Estimation k. Preparation of construction bid documents and specifications 1. Any other work required to complete project design General Requirements and Project Deliverables Design level survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City guidelines and in Microstation V8i Computer Aided Design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. All survey field notes shall be on forms provided by the City, shall be neatly completed in pencil, and shall become property of the City upon completion of the project. Informal field investigations including marking of removal areas may be required for some of the sidewalk, curb and gutter, and pavement replacement projects. City of Santa Ana zarm4UI4 Page AI-3 The Consultants shall contact manufacturers and/or contractors to verify the engineer's estimate prior to submitting to the City. Specifications shall be prepared in Microsoft Word and an electronic copy of the final version shall be furnished to the City. The City will provide the specification boiler plate to the Consultants. If requested, all preliminary and bid sets of plans shall be plotted on bond or velum paper using Microstation V8i CADD software program. All drawings shall be completed per the City of Santa Ana CADD Standards and any special provisions thereof. For interim submittals, the City may opt to receive only PDF versions of the plans for reviewing purposes. If so, the Consultant team will provided plans and/or specifications accordingly. All original plan sheets, the title sheet of the specifications, calculations, and reports shall be signed and stamped by the Consultants' licensed professional engineer responsible/in-charge of the project. The Consultants shall monitor project progress, maintain project files, and control the quality of the work performed by in-house staff and/or sub -consultants. Incomplete (not meeting targeted completion) or poor quality work will not be accepted. The Consultants shall revise the documents within a revised schedule set by the City, which may require overtime. No additional compensation necessary for the consultant to complete this work to the satisfaction of the City shall be approved by the City for the required revisions. It is the responsibility of the Consultants to produce a professional -level quality of work product. The Consultants shall coordinate plan check, design topics, permits and any other issues with the City, other Agencies, and all utility companies as required. At the direction of the City, the Consultants shall be the liaison with affected agencies. The Consultants' services for plans specifications and estimating (PS&E) for engineering project preparation and special studies/investigations shall include and be in conformance with the latest editions of the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water Works Association, California Department of Transportation, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and or Federal, State and local guidelines established in the project. As part of the preparation of the PS&E, the consultant shall prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards. The Consultants shall have complete responsibility for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City do NOT include a detailed checking of design or accuracy with which such designs are depicted in the documents and plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, thoroughly organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. City of Santa Ana zfarn4uo Page Al-4 The Consultants shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan — at the request of the City, the consultant shall provide a detailed management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The Project Management Plan shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the Consultant shall submit the matter to the City for clarification. The Consultants shall perform engineering design services resulting in contract documents (plans, specifications and cost estimates "PS&E") for various projects on an as -needed basis. However, work tasks may include studies or a variety of engineering tasks. If requested by the City, the Consultants shall provide a Work Plan, which includes a detailed schedule of the assigned project prior to the issuance of a Notice to Proceed (NTT) and/or Task Order. Specific Task Orders with NTP's will be provided for project(s) at the discretion of the City. Work required per Task Order shall comply with the Scope of Services and additional provisions in each Task Order and this agreement. 4) Other Requirements Firms shall be capable of performing the following tasks: a. Assistance with local, State, and Federal Grant applications b. Construction and bidding phase support including, but not limited to: i. Responding to bidder inquiries during the bidding process, including preparation of any addenda. Following award of the construction contract, the Consultant may attend the pre -construction meeting. ii. Reviewing and approving submittals and shop plan drawings. The Consultant shall complete shop plan drawing reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. iii. Responding to written Requests for Information (RFI) to provide clarification or resolve discrepancies in the contract documents. Responses shall be completed within three (3) working days. iv. Providing periodic field reviews and bringing to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant has observed. The Consultant shall have no authority to issue instruction on behalf of the City, or to deputize another to do so. City of Santa Ana Page Al-5 c. Attending meetings with City Staff or on behalf of the City d. Development of Project Performance Monitoring Plans, Quality Assurance Project Plans (QAPP), or similar e. Conduct site visits during pre -construction, construction, and post -construction project phases f Construction management support g. Post -construction phase support including, but not limited to: i. Local, State, and Federal Grant reporting assistance ii. Stormwater sampling/monitoring/data analysis iii. Stormwater quality data upload to California Environmental Data Exchange Network (CEDEN) iv. Project effectiveness assessments v. Provide as -built drawings to the City B. PROJECT SCHEDULE AND PROGRESS Upon request by the City, Consultants shall submit detailed project schedules outlining all project tasks and milestones. Progress review meetings shall be held at intervals deemed appropriate by the City. Consultants shall furnish two copies of all completed work or status update of partially completed work since the last progress review meeting. Progress reports shall be submitted monthly in electronic format indicating achievements and project schedule progress. C. CITY RESPONSIBILITIES The City will provide information in its possession relevant to the completion of the tasks outlined in this RFP. In general, this includes, but is not limited to: • Furnish scope of work and provide general direction as needed for the assigned project • Plan check coordination within the City • Advertise, award, and administration of construction contract • Documents, data, maps, or information relevant to the design of the project • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination at City facilities D. SPECIAL REQUIREMENTS ADDITIONAL WORK Upon request by the City, Consultants shall submit supplemental proposals for Additional Work not called for under the Scope of Services of this Agreement. Consultants must obtain written approval prior to commencing any Additional Work. City of Santa Ana zor2n4ul Page Al-6 FEE PROPOSAL: In addition to Section IV.13.3 (Submittal Requirements: Fee Proposal) the fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule. A list of all positions and hourly rates required to perform the services in this RFP shall be described herein. At the request of the City, the Consultant shall provide a more detailed fee proposal when a specific proiect proposal is requested of the Consultant. OTHER TERMS AND CONDITIONS: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wage law and applicable State and Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of a Team to be highly desirable, but is not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non - Discrimination by Contractors" for each firm on their team. SPECIAL REQUE10-02: NTS EContract HMENT 4) This project may utifornia t of Transportation trans) grant funds and shall therefore comply wite and uirements. elow referenced forms included in Attachment 4 (AddirovisioA ix must be completed in their entirety and submitted with yourl: Removed via RFP No. 20-102 • LAPM Exhi. amploposal Addendum 3 • LAPM E 1: Consposal DBE Commitment • Exhi: Consntract DBE Commitment City of Santa Ana Z1W2n4WO PageAl-7 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and management System Please reference Caltrans Local Assistance Procedure Manual, Consultant SelectioyCliapter 10, for further instructions and guidelines pertaining to the completion o these forms: https://dot.ca.gov/-/media/dot-media/programs/local-assXeuse ts/la chl0.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDIThis agreement may be funded with state and/or fededministered by Caltrans. Proposer shall comply with all requirements as they pof these funds. Refer to Attachment 4 for Caltrans required forms, including Exhple Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISE (DBE) GOAL: The Agency has established a DBE goal for th' ontract. Proposers are encouraged to obtain DBE participation for this contract. Refer to ibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RF . Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract D Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT REVIEW PROCESS: Prior to contract awar and dependent on contract award amount, the selected Consultant shall be subject to an a it or review by Caltrans' Audit and Investigations (A&I), other state audit organizations r the federal government. The selected Consultant shall complete Exhibit 10-K — Consultan nual Certification of Indirect Costs and Financial Management System for all prime dsub-consultants in the Appendix of this RFP. To independently download any of the Ca ans Exhibits required per this RFP, visit: https://dot.ca.gov/programs/local- ssistance/forms/local-assistance-procedures-manual-forms City of Santa Ana Lfar2n4uU Page Al-8 EXHIBIT B August 12, 2020 Dear Craig: Avibrant and diverse community with unmatched character, the City of Santa Ana (City) works diligently to maintain and enhance your stormwater capture effort. To proactively manage this Mr. Craig Foster, significant and ongoing effort, you look to consulting partners who understand your vision CPSWQ, QSD/P to provide the expertise and support needed to help design and implement sustainable and City of Santa Ana maintainable water quality systems. Stantec Consulting Services Inc. (Stantec) is an ideal -fit NPDES Manager partner for you and your upcoming projects. 20 Civic Center Plz (M-22) Full A-E capabilities from preliminary study to conceptual design to final PS&E and Santa Ana, CA 92701 construction. Your contract and task orders will benefit from our broad experience in stormwater engineering services. Your projects will benefit from our team's extensive local and regional knowledge of green infrastructure planning and the detailed design process. Project manager Roger Chung, PE, CFM, QSD/P, F. ASCE, and his team are known for expertly RE: Proposal providing stormwater planning, and conceptual design, preliminary engineering through final for No. 20-102 PS&E. He is available and committed to deliver the same outstanding, full -service experience to On -Call Stormwater you. Project Design Services Successful City relationship and understanding of your processes and procedures. Our extensive agency experience throughout Orange County and Southern California spans several local cities, including Santa Ana. Roger recently provided study and design services for the City's Raitt & Myrtle Park Project, a project intended to integrate a regional stormwater capture project into a community desired public use park with skate tracks. Stantec has been at the forefront of stormwater management in California for four decades. We round out the latest technologies and concepts for regional stormwater capture, stormwater resources feasibility assessment, stormwater harvesting, and reuse, and LID planning and design with a long history of working on local and regional stormwater infrastructure projects in Southern California. Our experience will be invaluable to your City. Local, available staff. Your on -call needs are our priority. Roger will match technical experts to your task order needs. Our team is local and 100% committed and responsive -efficiently delivering high -quality services on your task orders and project needs. As requested, we have included our fee proposal in a separately sealed envelope. Project manager, Roger is authorized to bind Stantec Consulting Services Inc. in a contract with the City, He will serve as your primary representative and contact person for this proposal. We look forward to the opportunity to support your many upcoming projects and welcome the opportunity to further discuss how we can serve the dynamic Santa Ana community. Sincerely, Stantec Consulting Services Inc. �Z Roger Chung, PE, CFM, QSD/P, F. ASCE Project Manager roger.chung@stantec.com 949-491-5615 Sherry Weinmeier, PE, LEED AP, ENV SP Principal -in -Charge sherry.weinmeier@stantec.com 949-923-6265 0 25F-210 Stantec • Proposal for On Call Stormwater Project Design Services We have reviewed your proposed RFP/contract terms in Attachment 2 and believe that should we be selected for this assignment, we will be able to conclude a mutually satisfactory contract with you. Firm profile: Local presence The Stantec community unites approximately 22,000 employees working in over 350locations across 6 continents. We're designers, engineers, scientists, and project managers, innovating together at the intersection of community, creativity, and client relationships. Balancing these priorities results in projects that advance the quality of life in communities across the globe. Our comprehensive local experience in Santa Ana and greater Orange County area makes us ideally -suited for this contract. We have been serving the Southern California community since 1983 and are committed and eager to continuing our services. Over the past 35 years, we have provided professional consulting services on many miles of storm drain pipes, drainage studies, and stormwater managements throughout the City and Orange County. We are intimately familiar with your standards, procedures, and personnel. Located only 12 miles from your office, we will respond quickly to your requests. Our well -established Design Quality Control Program has been utilized on your past projects, and has proven to keep your schedules and budgets on track. Our stormwater/drainage experience includes: Oso Parkway Drainage Improvement —City of Mission Viejo ,a Sierra Lake Golf Course Stormwater Capture —City of Fontana South La Sande Low -Flow Diversion —City of Laguna Beach EI Modena Natural Treatment System —City of Orange 2 5 F'2 lcstn Creek Channel —City of Claremont Starnes •Proposal for OrrCall Smrmwater Project Design Services Organization Chart Our organization chart —with key personnel noted — demonstrates how our team members are organized and managed to help ensure projects run smoothly and efficiently. Project manager, Roger is our primary contact person and will lead our presentation interview, if requested. Should Roger be unavailable at any point, the City should contact Sherry Weinmeier, our principal -in - charge. Principal -in -Charge Sherry Weinmeier, PE, LEED BD+C, ENV SP Project Planning/Feasibility Studies Phil Jones, PE, QSD/P • Rupeet Malhotra, PE, QSD, LEED APO Dan Hayes, PE Susan Reid, PE • Jeff Wilkerson, PE Jeff Dunn, PE Michael Lu, PE Ed Othmer, PE, CPESC, CPSWQ, QSP/D ToR, QISP ToR, ENV SP, PMP • • Key personnel Each team member has been selected based on their similar project experience, strong understanding of your community, and workload availability. The majority of our team members have collaborated on related projects for the last decade. We will engage the best available staff from the table below and our additional support service categories if needed at the right time based on the task order. City of Santa Ana Project Manager Roger Chung, PE, CFM, QSD/P, F. ASCE • Technical Advisor QA/QC Ed Othmer, PE, CPESC, CPSWQ, QSP/D ToR, QISP ToR, ENV SP, PMP • Environmental Project Design Documentation/Permitting Roger Chung, PE, CFM, QSD/P, F. ASCE• Principal Scientist Vicky Ito, PE, QSD/P, LEED AP Michael Weber • Eric Walker, PE Environmental Planning Kevin Kohan Jared Varonin Gilberto Ruiz Steve Cook, RLA • Katie McNguyen, PLA Michael Putt (Ninyo & Moore) • Greg Seboum, PLS • Jason Shockley, PLS Aerial Photogrammetry GPSi (DBE) Construction support Electrical Mechanical Architectural Structural Instrumentation and Control Systems © 25F-212 Starnes •Proposal for On Call Stormwater Project Design Services We've designated team members who are available, dedicated, and experts in their field. Below please find approximate average percentage of each individual's time devoted to your on -call stormwater needs —you can feel confident this contract is our priority and we are committed to its successful completion. Team member availability and experience table Roger Chung, PE, CFM, QSD/P, F. ASCE • 30% Project Manager / Project Design Sherry Weinmeier, PE, LEED BD+C, ENV 10% SP Principal -in -Charge Ed Othmer, PE, CPESC, CPSWQ, QSP/D 15% ToR, QISP ToR, ENV SP, PMP • Technical Advisor QA/QC / Grant Our resumes provided in the Appendix detail our team members' experience on similar projects and engineering expertise. ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Phil Jones, PE, QSD/P • 50% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Project Planning/Feasibility Studies Rupeet Malhotra, PE, QSD, LEED AP • 75% ✓ ✓ ✓ ✓ ✓ ✓ Project Planning/Feasibility Studies Dan Hayes, PE 75% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Project Planning/Feasibility Studies Michael Weber • 25% ✓ ✓ ✓ ✓ ✓ Environmental Documentation/Permitting Principal Scientist Kevin Kohan 25% ✓ ✓ ✓ ✓ ✓ Environmental Documentation/Permitting Environmental Planning Jared Varonin 25% ✓ ✓ ✓ ✓ ✓ Environmental Documentation/Permitting Environmental Planning • Key personnel 25F-213 0 Stantec -Proposal for On Call Smrmwater Project Design Services Gilberto Ruiz 25% ✓ ✓ ✓ ✓ ✓ Environmental Documentation/Permitting Environmental Planning Vicky Ito, PE, QSD/P, LEED AP 75% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Project Design Eric Walker, PE 75% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Project Design Susan Reid, PE • 25% ✓ ✓ ✓ ✓ ✓ ✓ ✓ Civil Jeff Wilkerson, PE 25% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Civil Jeff Dunn, PE 25% ✓ ✓ ✓ ✓ Civil Michael Lu, PE 25% ✓ ✓ ✓ ✓ Civil Steve Cook, RLA • 25% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Landscape Architecture/Irrigation Katie McNguyen, PLA 25% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Landscape Architecture/Irrigation Greg Seboum, PLS • 25% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Survey, Mapping, and Legal Jason Shockley, PLS 25% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Survey, Mapping, and Legal Ramon Ramos (GPSi) 100% ✓ ✓ ✓ ✓ ✓ ✓ Survey, Mapping, and Legal Aerial Photogrammetry Michael Putt (Ninyo & Moore) • 75% ✓ ✓ ✓ ✓ ✓ ✓ ✓ Geotechnical a "Key personnel 25F-214 Stances • Proposal for OnCall Smrmwater Project Design Services ANTICIPATED APPROACH We are committed to completing your projects on schedule and within budget. The following is a brief description of our general approach to meet your project goals and objectives. Project Management Activities We will provide the required project management activities, including the following: • Project schedule • Meetings • Coordination time Status reports Submittal requirements, including QA/QC Roger will oversee and confirm the project management activities are completed successfully through the following responsibilities: • Efficiently initiating the project and take a proactive role • Coordinating all aspects of the work plan • Providing deliverables on schedule • Facilitating communications with you and other agencies Providing advisory services as needed Project manager, Roger, will be the focal point for internal and external facilitation, serving as a link between you and our team members. He will appropriate, assign, and direct the required resources to complete the project. Preview of Submittal Meetings We will conduct a preview submittal meeting when the plans are submitted. At the preview submittal meetings we will walk you through the submittal contents providing explanations or clarifications for specific areas where your input or decision is to be made before moving on to the next phase. After your review, we will attend a review meeting for you to explain your comments. Starnes • Proposal for OrrCall Smrmwater Project Design Services 25F-215 Minimizing Your Risks A major underlying approach will be to minimize risks to you during the project's construction. This will be accomplished by preparing construction plans that accurately show the best available record data and that includes a proven design best suitable for the project's constraints. We propose to include custom details for each point of connection to existing facilities and appurtenances. These details will clearly show the contractor the required work to best avoid a change of conditions during the construction phase. TASKS NECESSARY FOR SUCCESSFUL COMPLETION The scope of services section identifies and describes each necessary task. Our initial design process will focus on utilities research, identifying permits and stakeholder requirements and preparing an accurate base map. Throughout the final design process, our approach will be to minimize risks to you during the project's construction. This will be accomplished by preparing construction plans that accurately show the best available record data and a design that is best suited for the project's constraints. For instance, we propose to include custom details for each point of connection to existing facilities and appurtenances. These details will clearly show the contractor the required work to best avoid a change of conditions during construction. If a project has state and/or federal requirements, we have the experience to prepare the necessary forms and will comply to all requirements for the project to be successful. KEY ISSUES AND SPECIAL CONCERNS Based on our experience with projects similar to those anticipated for this contract, key issues and concerns will include constructability, utility research, and accurate base map preparation. Constructability and Construction Budget The design solutions will need to be thorough and effective. Understanding the key constraints will be necessary for your projects to be effective and provide the City with the most cost-efficient project and reduce impacts to the community. Key alignment constraints and considerations that will be investigated will include the following: • Proposed connections to the existing manholes • Opportunities for trenchless construction methods • Impacts to traffic, neighborhoods and driveways • Potential utility conflicts and depths of crossings • Adjacent pipeline trench impacts • Construction schedule constraints and durations • Impacts to community, businesses, and other activities in the project area Construction cost estimates Utility Research A critical issue for constructing any facility is properly identifying the existing utilities and determining any potential conflicts with utility crossings. This issue is addressed by our approach to detail and thoroughness. We will perform a thorough record search utilizing the USA Dig Alert database and available record drawings. Using the USA Dig Alert database and our contacts with the various agencies, we will request all available as -built data, and request information on existing facilities and any future planned projects in the area that may potentially impact the proposed construction schedule. Once the utility information is obtained, it will then be carefully calculated in the base AutoCAD drawing. As we have done on all of our projects, our design engineer will field walk the site, noting all above ground features, such as valve cans, manhole covers, appurtenances, and any repaired pavement trench limits. They will also measure any USA markings requested ahead of time at the potholing stage. He will verify the field measurements and adjust the locations accordingly in the drawings to show the exact locations based on the information to date. 25F-216 ttillltli Stantec •Proposal for On Call Smrmwater Project Design Services Based on this task's importance and during the preliminary alignment analysis, our team will back check the utility data and record drawing information with the AutoCAD drawing files and construction plans. This back check procedure is intended to verify that the information from the record drawings and utility data is correctly translated onto the construction plans. Our approach to this stage of the project is critical. We have a firm understanding of how important a proper and thorough search is, and what the impact that any missing or wrong information will have on a project's success and potential for contractor change orders. Therefore, we will also keep an active tracking log of all our requests and data received, when and what was received. We will catalog the data received according to utility location and type/size. Traffic Control Maintaining bus routes, residential, commercial, and emergency vehicle access to the homes and businesses that are located near the project installation route is critical to the project's success. We will use our experience designing and assisting in the implementation of pipelines, both force mains and gravity flow facilities, within residential communities. First, we will consider traffic control techniques to reduce traffic volumes within the project area and lessen the effects of construction traffic. Specific residential access provisions will be explicitly stated on the plans and included in the project specifications. Second, we will develop a phasing plan to restrict the contractor's work to a given location until the improvements at that location are complete. Finally, requirements for residential notifications will also be included in the specifications so that residents will know in advance when work on the proposed storm drain improvements will be performed in the vicinity of their homes. Accurate Base Map Preparation To yield the best possible design and reduce contractor change orders, we will: • Maintain a thorough set of record data • Interpret the record data correctly • Correctly translate the record data onto the base map • Field verify the information once the map is created and correct any errors or omissions PROJECT CONTROLS Project Schedule We will prepare and submit an initial schedule with the critical milestones for the major tasks involved in the project to be provided at the project's kickoff meeting. The schedulE will be updated and submitted at least monthly. Additional schedules may be provided as directed by the City. We will prepare the schedule in the latest version of Microsoft Project for Windows. Meetings Roger will meet with the City on an average of not less than once a month during preliminary and final design, and as needed during bidding and construction, to discuss work progress, including schedules, budgets, submittal reviews, and overall project status. Depending on the meeting agenda, Roger will be accompanied by our appropriate team member as necessary to attend the meetings with the City. We will prepare the agenda for each meeting, record the minutes of all meetings, and submit a copy of the minutes to the City, for review, within five working days after each meeting, and before distribution. Bi-Weekly Project Status Report We will submit a project status report to the City via email on a bi-weekly basis for appraising and monitoring of both work progress, meeting action items, outstanding data collection, schedule, and budget status. Submittals As described in our approach subsection, we will perform routine and final checks prior to sending any submittal to the City, to verify accuracy, conformance, and integrity of all documents. We will perform quality assurance/quality control checks on all submittals made to the City. 25F-217 0 Stamec •Proposal for OrrCallSmrmwater Project Design Services We bring decades of experience helping communities achieve and advance their stormwater management goals We have the depth of resources to provide all A-E tasks in -house —from preliminary engineering all the way through final PS&E. The below table highlights our similar, recent projects, followed by full descriptions. Long Beach Municipal Urban Stormwater Ongoing ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Treatment Port of Long Beach Recycled Water/Stormwater Ongoing ✓ ✓ ✓ ✓ ✓ Harvesting Feasibility Study East San Gabriel Valley Watershed Management Ongoing ✓ ✓ ✓ ✓ ✓ ✓ ✓ Plan and Coordinated Integrated Monitoring Program (CIMP) Lower San Diego Creek Tributaries Urban Runoff 2019 ✓ ✓ ✓ ✓ ✓ ✓ Diversion Study Natural Treatment System Basin Designs-33 2017 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Sites 0 25F-218 Stantec •Proposal for On Call Smrmwater Project Design Services Long Beach Municipal Urban Stormwater Treatment Port of Long Beach, CA An ambitious, comprehensive, and innovative project that will intercept dry weather runoff (excessive irrigation, spills, construction sites, pool draining, car washing, and paved area washing) and a percentage of the first -flush storm flows generated within the City prior to discharging to existing storm drain ouffalls flowing into the Los Angeles River. Long Beach is a highly -urbanized municipality and the dry weather and stormwater runoff generated within the City is collected through a complex system of underground storm drains and then discharged. Water quality standards associated with stormwater runoff are governed by the requirements of the National Pollutant Discharge Elimination System (NPDES) permit and regulated by the Los Angeles Regional Water Quality Control Board. The new facility will assist the City in complying with the permit requirements by intercepting untreated flows that would normally discharge directly to the Los Angeles River. The intercepted flows will be conveyed to a centralized treatment facility. A portion of the advanced treated water will be used for non -potable irrigation of City parks and to create wetlands along the river corridor. In addition to water quality improvement, the project incorporates educational features of its benefits. The facility is an untraditional solution to water quality treatment, representing a creative and innovative regional approach, which has the financial backing of Caltrans and the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (RMC). This solution applies multiple strategies to address many important and critical watershed objectives/issues, including stormwater water quality and water resource management. By intercepting, diverting, and treating the dry weather urban runoff and the first flush of rainwater runoff, the new facility will reduce and/or eliminate pollution that would otherwise discharge into the Los Angeles River and spread into beaches and ocean waters. The facility's recycled water byproduct will help create and sustain wetlands riparian habitat and replace potable water for the irrigation of parks. Key Elements • A new conveyance system: a new forced -main will convey urban runoff from stormwater collection sumps to the treatment facility with new pumps connected to the new pipeline for flow diversion. • A new advanced treatment facility using ceramic ultrafiltration membranes for solids and metal removals, manganese filters for polishing, and advanced oxidation for organic compounds/disinfection. It will be LEED (Silver) and ENVISION certified and provide reclaimed water for nearby park irrigation. • New wetlands to create both riparian habitats and additional public park space for the community. Reclaimed water from the treatment facility will be used to fill and sustain the water level in the new wetlands. Team Members • Roger Chung, PE, CFM, QSD/P, F. ASCE—Stantec • Ed Othmer, PE, CPESC, CPSWQ, QSP/D ToR, QISP ToR, ENV SP, PMP—Stantec • Steve Cook, RLA—Stantec • Greg Seboum, PLS—Stantec Project Dates 2018-Ongoing Reference Lincoln Lo, PE, LEED AP, ENV-SP, QSD Assistant City Engineer Public Works, Engineering Bureau 411 W. Ocean Blvd, 5th Floor, Long Beach, CA90802 T.562-570-6695 E: lincoln.lo@longbeach.gov 25F-219 m Starnes Proposal for OnCallSmrmwater ProjectDesign Services Recycled Water/Stormwater Harvesting Feasibility Study Port of Long Beach, CA At the ever-growing business hub, the Port adopted the Green Port Policy aimed at implementing environmentally sustainable port operations. The Green Port Policy employs guiding principles for the Port's environmental protection efforts. One of its key initiatives is to reduce potable water demand. The recycled water feasibility study included identifying and evaluating alternative sources of recycled water that could be available to supply the Port customers, evaluating the feasibility of constructing a wastewater treatment plant to be owned and operated by the Port as well as identifying potential recycled water customers, identifying acceptable recycled water uses and preparing an engineer's estimate of probable construction costs for the various identified alternatives. As a separate task, the stormwater harvesting study was performed to evaluate opportunities for stormwater harvesting and reuse. The stormwater harvesting and reuse feasibility study identified infrastructure requirements and costs to capture and reuse all stormwater originating from the Harbor District. The study also evaluated construction and operational impacts on port terminals, and feasibility and costs of diversions from Port stormwater infrastructure to the sanitary sewer. Stantec developed an engineer's estimate of probable construction costs for the various identified alternatives and conducted a triple bottom line benefit cost analysis to prioritize the different opportunities. Key Elements The possible end uses for recycled stormwater were evaluate and quantified, in addition to evaluating the monetary value of harvested stormwater and determine if it could be sold to end users in the Harbor District or water purveyors, or diverted to the planned City of Long Beach Municipal Urban Stormwater Treatment facility. Team Members • Roger Chung, PE, CFM, QSD/P, F. ASCE—Stantec • Ed Othmer, PE, CPESC, CPSWQ, QSP/D ToR, QISP ToR, ENV SP, PMP—Stantec • Rupeet Malhotra, PE, QSD, QISP, LEED AP—Stantec Project Dates 2019-Ongoing Reference Dylan Porter Environmental Planning Port of Long Beach 415 W Ocean Blvd., Long Beach, CA 90802 T.562-283-7118 E: dylan.porter@polb.com I 25F-220 Stantec Proposal for On Call SmrmwaterPmjeG Design Services East San Gabriel Valley Watershed Management Plan and Coordinated Integrated Monitoring Program (CIMP) East San Gabriel Valley Watershed Management Group, CA Stantec is currently implementing the CIMP for the Group which is comprised of the Cities of Pomona, Claremont, San Dimas, and La Verne. The CIMP evaluates impacts from MS4 discharges and provides decision support for actions to improve water quality and comply with the MS4 Permit. Three years of CIMP implementation have yielded information critical to establishing a regional BMP program and adaptive management, including the planning, permitting, and installation of six permanent sample stations. Permit compliance is determined on a yearly basis. Additionally, Stantec developed and is implementing a process to identify and prioritize multi -benefit regional stormwater capture opportunities (LID projects). Stantec will perform the reasonable assurance analysis (RAA) to determine the volume of stormwater needed to be captured/treated within each subwatershed in each jurisdiction to achieve zinc, E coli, and nitrogen load reduction goals (as it is assumed that zinc, E.coli, and nitrogen are the limiting pollutants in the watershed). Once the volume capture requirement is established, Stantec will establish shortfalls for compliance with stormwater capture goals (i.e., subwatersheds with not enough or no planned projects). The RAA is the compliance mechanism to meet the Water Quality -Based Effluent Limits (WQBELs) and Receiving Water Limitations (RWLs) provisions of the MS4 Permit. Stantec will update the RAA applying the Watershed Management Modeling System (WMMS) developed by the County of Los Angeles. Cost -benefit analysis for the prioritized projects will be also conducted. As a final deliverable, Stantec will develop the Watershed Management Plan for the ESGV. Key Elements • Updating the WMMS model by meteorological data (85%-24-hr Design Storm) • Updating land use information • Updating impervious area information • Updating the jurisdiction -based load reduction goals • Recalibrating model based upon observed CIMP data (2015-2019) • Inputting identified regional BMPs Team Members • Ed Othmer, PE, CPESC, CPSWQ, QSP/D ToR, QISP ToR, ENV SP, PMP—Stantec • Rupeet Malhotra, PE, QSD, QISP, LEED AP—Stantec Project Dates 2018-Ongoing Reference Julie Carver Environmental Compliance Supervisor Water Resources Department T.909-620-3628 E: julie_carver@ci.pomona.ca.us Stantec • Proposal for Or Call SmrmwaterProject Design Services 25F-221 Lower San Diego Creek Tributary Urban Runoff Diversions Alternative Feasibility Study Irvine, CA The Irvine Ranch Water District (IRWD) began treating urban runoff in 1997 by constructing wetlands at the San Joaquin Marsh and Wildlife Sanctuary in Irvine located adjacent to Riparian View between Michelson Drive and Campus Drive. A large portion of urban runoff from San Diego Creek, Orange County Flood Control District (OCFCD), Facility No. F05, is diverted/pumped into a system of man made ponds or wetland detention facilities where it is detained/ treated between 10-20 days then the "polished" or treated water is diverted back into San Diego Creek for discharge into the Newport Bay estuary system. Bacteria, Nitrogen, Phosphorus and other pollutants are removed from the urban runoff by flowing through the wetlands and interacting with the plants, soils, and exposure to ultraviolet radiation/ sunlight. Between 2015 and 2017, IRWD in partnership with City of Irvine, City of Tustin, Caltrans, County of Orange, and OCFCD constructed the Peters Canyon Channel Water Capture and Reuse Pipeline project. This project diverted dry -weather, urban runoff, and groundwater flows from the tributaries to a new urban runoff diversion pipeline facility to an Orange County Sanitary District (OCSD) sewer main line. The Peters Canyon Channel water Capture and Reuse Pipeline project created a need for additional dry -weather flows to feed the San Joaquin Marsh wetlands. Coupled with the desire to reduce pollution from San Diego Creek and the Newport Bay Estuary system, IRWD identified three tributaries within the lower San Diego Creek watershed for study to determine the feasibility of diverting their dry -weather flows to the San Joaquin Marsh. The three tributaries were identified as: Bonita Canyon Creek, UCI Storm Drain and San Canyon Channel. Stantec reviewed the constituent and flow rate data for the three tributaries and determined that the tributary dry -weather flows could be introduced without significant consequence to the Marsh 's health and function. Furthermore, given the high concentration of some constituents, Stantec concluded that dilution with existing Marsh inflow and treatment within the San Joaquin Marsh itself would result in an enhancement of water quality in reaches of San Diego Creek located downstream of the Marsh. Stantec performed feasibility assessment and alternative analyses for all the three tributaries streams to construct diversion pipelines to intercept and capture the dry - weather flows prior to discharge into the San Diego Creek and convey to the San Joaquin Marsh. The assessment included location and type of diversion structures, types and alignment of the conveyances, preliminary engineers opinion of probable construction cost and alternatives ranking. Key Elements • Review water quality sampling data • Review of the constituents from each tributary system • Assess feasibility meeting water quality objective • Develop conceptual diversion locations • Develop conceptual diversion conveyances alternatives • Evaluate and ranking the alternatives • Prepare preliminary cost estimate Team Members • Roger Chung, PE, CFM, QSD/P, F. ASCE—Stantec • Phil Jones PE, QSD/P—Stantec • Dan Hayes, PE—Stantec Project Dates 2017-2019 Reference Ian Swift Natural Resources Manager Irvine Ranch Water District 3512 Michelson Drive Irvine, CA 92612 T.949-453-5864 E: Swift@inad.com ® 25F-222 Stantec •Proposal for OrrCall Smrmwater Project Design Services Natural Treatment System Basin Designs-33 Sites Orange County, CA Stantec has designed and supported construction of 33 Natural Treatment System (NTS) basins within the San Diego Creek watershed, the primary tributary to Upper Newport Back Bay and the Pacific Ocean. The NTS program is a public private partnership between Irvine Ranch Water District (IRWD) and the Irvine Community Development Company to provide a master planned regional water quality solution to improve the environment in the Upper Newport Back Bay, a high priority impaired water body with the Santa Ana Regional Water Quality Control Board. The scope of the NTS basin work ranges from small offline basins supporting a local drainage area, to large in -line basins located within regional flood control channels and retarding basins. Our experience spans IRWD's entire NTS basin network and history of the NTS program between the Irvine Community Development Company (ICDC). Our involvement with the NTS program began with designing the San Joaquin Marsh wetlands, where we refined and perfected treatment processes in a one of a kind regional water quality treatment facility. We also established the first NTS basins within the Quail Hill and Turtle Ridge planning areas, developing flow control structure details and the first Operations and Maintenance (0&M) Manuals. As the program evolved and became more complex with the development of more planning areas, our methodologies did too. Stantec helped specify equipment and develop details for automated water quality monitoring equipment and flow monitoring sensors. This improved data collection contributed to a better understanding of each basin's effectiveness within the NTS basin network. Key Elements • Our team has been involved in all stages of the development process, from early concept design to tentative mapping entitlement. Services included preparation of construction -level plan, specification, and estimates (PS&Es) and 0&Ms, processing of approvals through various public agencies, and construction support. Team Members • Roger Chung, PE, CFM, QSD/P, F. ASCE—Stantec • Phil Jones, PE, QSD/P- Stantec • Greg Seboum, PLS—Stantec • Dan Hayes, PE—Stantec Project Dates 2003-2017 Reference Ian Swift Natural Resources Manager Irvine Ranch Water District 3512 Michelson Drive Irvine, CA 92612 T.949-453-5864 E: Swift@inad.com 25F-223 Stantec • Proposal for Or Call Stormwater Project Design Services Satisfied clients are the strongest testament to a well -managed project. We encourage you to reach out to the contacts listed below as part of your selection process. Public Works, Engineering Bureau Long Beach Municipal Urban Stormwater Ongoing Lincoln Lo, PE, LEEDAP, ENV-SP, QSD Treatment Assistant City Engineer T:562-570-6695 E: lincoin.lo@longbeach.gov Port of Long Beach Recycled Water/Stormwater Harvesting Ongoing Dylan Porter Feasibility Study Environmental Planning T.562-283-7118 E: dylan.porter@polb.com Water Resources Department East San Gabriel Valley Watershed Management Ongoing Julie Carver Plan and Coordinated Integrated Monitoring Environmental Compliance Supervisor Program (CIMP) T.909-620-3628 E: julie—carver@ci.pomona.ca.us Irvine Ranch Water District Lower San Diego Creek Tributary Urban Runoff 2019 Ian Swift Diversions Alternative Feasibility Study Natural Resources Manager 3512 Michelson Drive Irvine, CA 92612 T.949-453-5864 E: Swift@irwd.com Irvine Ranch Water District Campus Drive/Bristol Street Intersection 2017 Ian Swift Improvement Natural Resources Manager 3512 Michelson Drive Irvine, CA 92612 T.949-453-5864 E: Swift@irwd.com FAq "Stantec's team has an extensive amount of experience and leadership necessary to perform engineering services on public work projects of any size and magnitude... Their highly - qualified staff has consistently demonstrated the ability to work well with integrating multiple disciplines, jurisdictions, and resource agencies necessary in completing a project." —Richard Schlesinger, PE, City Engineer, City of Mission Viejo ® 25F-224 Stantec •Proposal for OrrCall Smrmwater Project Design Services This page intentionally blank. 25F-225 Starnes • Proposal for Or Call Smrmwater Project Design Services SCOPE OF SERVICES The following summarizes the anticipated services needed for the stormwater design project described in Attachment 1—Scope of Work of the RFP: 1—Project Planning/Feasibility Studies 1.1 Utility Research and Data Collection We will collect the necessary information to complete the design, including location of all known utilities, and incorporate the information on the plans. A data collection tracking log with be kept to track the data collected and requested. We will request from the City the existing records, documents, and as -built plans for the City's facilities and improvements such as for street, water, sewer, and storm drain facilities. For the other utilities in the area or additional areas that may require utility requests, we will identify these utilities in these areas and make the additional requests as necessary and identified by DigAlert. We will review all the utility records collected and assess if any other research or communication is required to get all the data necessary for their design. 1.2 Survey and Mapping Survey and mapping will be performed and prepared in accordance with the City's standards. These tasks will include: Existing right-of-way and base mapping: Monuments will be observed to retrace the centerlines and rights -of - way within the project limits. The results will be incorporated into a base map illustrating the existing right-of-way conditions. • Aerial topography: Current aerial topography and existing planimetric data will be obtained. The photography will be flown for use at a scale of 1-inch = 20 feet, with contours compiled at one -foot intervals. Spot elevations and existing site features identifiable from the photography will be compiled, and color digital ortho-photo will be prepared. • Supplemental field topography: Conventional ground survey will supplement the aerial effort to spot verify the aerial topography and obtain additional detail in connection points. This data will be used in conjunction with the aerial mapping to create a single topographic map to be used as a basis for design. 1.3 Flow Monitoring Stantec's flow monitoring subconsultant will perform any required flow monitoring services. These services would typically capture flow data for one week, two weeks or four weeks. 1.4 Geotechnical Investigations Geotechnical investigations are proposed to be performed at the project's preliminary design phase so the appropriate determinations can be made based on the existing conditions of the project area related to the gravity pipe alignment, as well as for the BMP effort. We will coordinate with the City prior to field borings performed to obtain an agreement as to the locations and alignment to be assumed. Ninyo & Moore will provide soil borings for the selected project alignment. Boring depths will be at least 3 feet deeper than the lowest required invert unless otherwise specified. The geotechnical report will contain soil classification, in -place density, relative compaction, sand equivalent, depth to groundwater (if any), soil stability related to trench excavation, and pavement section thickness. The soils report will be reviewed and approved by a registered geotechnical engineer. 1.5 Alternatives Analysis We will perform an alternatives analysis for the proposed gravity pipeline. It is assumed that up to three alternatives will be investigated related to the alignment of the proposed gravity pipeline. With the alignments analyzed, trenchless construction methods will be considered, such as pipe bursting, jack and bore, and other trenchless methods. These methods may only apply where the gravity pipe is to be straight between manholes. A matrix will be prepared that evaluates the different alternatives, and provides a ranking to help determine the selected solution. Criteria used for the evaluation matrix will m 25F-226 Stantec •Proposal for OrrCall Smrmwater Project Design Services be coordinated with the City, but is anticipated to include criteria such as ease of construction, traffic impacts, duration, day or night time requirements, bypass pumping requirements, and construction costs. Alternatives analysis workshop will be held to discuss the evaluation matrix and proposed recommendations. A PowerPoint presentation will be prepared that shows each alternative, the pros and cons for each, and estimated project costs. We will obtain input from the City in this manner so as to recommend the appropriate project. Prior to finalizing the recommendation, we will obtain the geotechnical investigation report, potholing data, and all utility data to determine feasibility of the proposed recommendation. 1.6 Subsurface Utility Engineering Services As part of the preliminary alignment and alternatives analysis, some potholing may be preferred to take place during the preliminary design phase of the project. Stantec's subsurface utilities subconsultant will perform the subsurface utility engineering services for all known utilities crossings and potential conflict areas with other projects. Potholing will locate active and abandoned utilities within the project site. Potholes will also identify the existing pavement section (thickness of asphalt concrete, Portland cement concrete, asphalt base, native, etc.). 1.7 Identify Permits and Stakeholder Coordination We will identify and coordinate utility work with the City and all impacted agencies prior to developing the final alignment for the selected sanitary sewer improvements. We will identify the all impacted stakeholders in relation to construction of the proposed project, scheduling, costs, and permits necessary for any reconstruction/relocation of existing utilities and/or permits. 1.8 Prepare Preliminary Design Report We will prepare a preliminary design report for the City's review and comment. The report will contain the necessary information to establish the project to be designed and constructed. The final design will be based on the conclusions and recommendations in the preliminary design report. 2—Environmental Documentation/Permitting 2.1 Initial Study Stantec will prepare an Initial Study (IS) that complies with the California Environmental Quality Act (CEQA) Guidelines and conforms to established thresholds for determining significant effects. It is assumed that Appendix G of the CEQA Guidelines will be used as the format for the IS. Stantec will prepare an IS that will provide a clear understanding of the potential effects of the project. An analysis of impacts that could occur as a result of project implementation will be presented for each resource area. Impacts will be assessed and described, and significance of impacts will be measured against criteria that have been established by regulation, accepted standards, or other definable criteria. In performing the environmental analysis, Stantec will rely on professional judgment and review of existing documentation, as well as the proposed technical studies included as part of this scope of work. The anticipated technical studies are: • Air Quality • Noise Study • Traffic • Drainage and Water Quality • Biological Resources Survey/Assessment and Report • Jurisdictional Wetlands/Waters Delineation and Report Others as determined 2.2 CEQA Documents Based on the Initial Study (IS) and as determined by the City, Stantec will either prepare a Negative Declaration (ND) or a Mitigated Negative Decoration (MND). If mitigation is required, Stantec will include mitigation measures to reduce potentially significant impacts to less than significant to the degree feasible. In the event that federal funds and/or permits are required and therefore, NEPA compliance, we will advise the City. 2.3 Mitigation Monitoring and Reporting Plan If mitigation is required, Stantec will prepare a Mitigation Monitoring and Reporting Plan (MMRP). The MMRP will include a tabular summary of mitigation measures, required timing, responsible party, and verification methodology. 25F-227 m Stamec Proposal for OrrCall SmrmwaterProject Design Services 2.4 Environmental Phase 1 ISA A Phase I Initial Site Assessment (Phase I ISA) will be conducted to identify potential recognized environmental concerns (RECs) associated with the project in general accordance with the American Society for Testing and Materials (ASTM) Standard E1527-13 and the USEPAAII Appropriate Inquiry Rule (40 CFR § 312), as well as those specified in Exhibit C of the City's Request for Proposal No. G1-19-1496. The Phase I ISAwill include interviews, file review and research, field reconnaissance, and report preparation. 2.5 Notice of Intent Stantec will prepare a Notice of Intent (N01) that the City plans to adopt the CEQA document. The notice shall include a project description, location, proponent, date of publication public review period, and where the document can be located for review. Stantec will prepare and submit the N01 to the County Clerk. If the project requires approval by a state agency, Stantec will also submit the N01 to the State Clearinghouse. 2.6 Notice of Completion Stantec will prepare a Notice of Completion (NOC) form using Appendix C of the CEQA Guidelines. Stantec will prepare and submit the NOC to the County Clerk. If the project requires approval by a state agency, Stantec will also submit the N01 to the State Clearinghouse. 2.7 Notice of Determination Subsequent to adoption of the CEQA/NEPA document, Stantec will prepare and submit the Notice of Determination (NOD) to the County Clerk. If the project requires approval by a state agency, Stantec will also submit the NOD to the State Clearinghouse. The NOD must be summitted within five days of adoption. 2.8 Public Noticing In addition to the noticing described in Tasks 2.5, 2.6, and 2.7, Stantec proposes to mail the N01 to adopt a the CEQA document to the last known name and address of all organizations and individuals who have previously requested such notice in writing and will coordinate publication one time in a newspaper of general circulation in the area affected by the project. 2.9 Permitting In addition to the above CEQA and possible NEPA clearance requirements that may be needed. Stantec also provides the services needed to coordinate with the jurisdictional agencies and prepare and process all necessary permits/ agreement applications with the US Army Corp of Engineers for Section 401 and 404 permitting, California Fish and Wildlife Services for Section 1602 permitting, and discharge and encroachment permitting through OCSD and OCFCD or Caltrans respectively. 3—Project Design 3.1 50% Complete Plans, Specifications, and Estimates The 50-percent submittal will include horizontal and vertical alignments with pertinent information to verify accuracy of design. The construction plans will be prepared for 24" x 36" size sheets, with the City's standard title block format, construction plans will include general notes, construction notes and details as necessary. Plan and Profile of proposed pipelines will not exceed 500 feet per sheet (with a scale of 1 inch=20 feet horizontal and 1 inch=4 feet vertical). 3.2 90% Complete Plans, Specifications, and Estimates We will prepare 90%completed construction plans based on the review comments and preliminary design plans. The 90% construction plans will include the entire plan set, including the title sheet, general notes sheet, plan and profile sheets, and detail sheet(s). All of the necessary construction notes, details, and quantities will be shown on the 90% plans. The final design will conform to all requirements of Federal, State, and Local codes, ordinances, and regulations, and carry out the concepts agreed upon in the Preliminary Engineering task. Contract specifications in the City's format will also be prepared for the bid package. The specifications will include but not limited to any special provisions, technical specifications, and an itemized cost estimate of the proposed improvements. For the 90-percent submittal, we will provide full-size sets and half-size sets of 90%complete plans, sets of specifications, and cost estimate for each bid package. We will provide one (1) soft copy of plans in AutoCAD and pdf formats, one (1) soft copy of specifications in Microsoft Word and pdf, and one (1) soft copy of cost estimate. We will provide one copy of bid schedule in Microsoft Excel and pdf formats. m2 5 F -22 V Stantec Proposal for On Call Smrmwater Project Design Services 3.3100% Complete Plans, Specifications and Estimates We will prepare 100% completed construction plans and specifications, and incorporate all review comments and permitting requirements into the design. The City will provide special provision sections for review and updating. Front-end bid documents provided to the City's Public Works Department will also be part of the bid documents. We will provide a copy of 100% complete plans in electronic format (i.e. PDF) for final review prior to printing. After the plans have been accepted for printing, we will provide full-size sets and half-size sets printed on regular paper, sets of final specifications, and cost estimate. We will provide one (1) soft copy of plans in AutoCAD and pdf formats, one (1) soft copy of specifications in Microsoft Word and pdf, and one (1) soft copy of cost estimate. We will provide one copy of bid schedule in Microsoft Excel and pdf formats. 4—Other Requirements 4.1 Grant Applications Stantec has developed a robust process for preparing successful grant packages that is tailored to each application. Stantec will assist the City in identifying funding opportunity and at the City's request we can assign a lead grant writer with skills and experience tailored to the desired funding type. The lead grant writer will assemble a customized grant preparation team, with a focus on technical skills, relevant experience, and cost control. With our internal team assembled, Stantec will facilitate a kickoff meeting with the City. The objectives of the kickoff meeting are to: • Introduce and integrate the Stantec/City project team and establish roles • Discuss and define the project goals and scope of work to be completed with the funding • Prepare a list of stakeholders that may include other government agencies, community groups, and technical experts Present and discuss a grant package outline and schedule 4.2 Construction Support Because questions arise in the field during construction, we will act as the liaison to you form the beginning to the end of a project to make sure that the finished product is true to the design. We will assist the construction team in completing the project according to the level of quality required. This is accomplished through our design team's responsiveness and cooperativeness in providing timely processing of submittals and answers to design questions, as well as performing any necessary investigations and field revisions. 4.3 Final Record Drawing At project completion, the contractor will provide reclined plans that address any field adjustments that occurred during construction. We will prepare the final record drawings based on the construction redlines. Starnes • Proposal for On Call Smrmwater Project Design Services 2 5 F -22 Y Stantec Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section U 2 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making afalse certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this proved to me on the basis of satisl before me. Public Signature , 20_, by to be the persons) who appeared Notary Public Seal City of Santa Ana RFP 20-102 Page A34 0 25F-230 Situates •Proposal for On Call Smrmwater Project Design Services CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 Xsee Attached Document (Notary to cross out lines 1-6 below) I I See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. f Signature of Document Signer No. 2 (if any) 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 � Subscribed ddland sworn to (oraffirmed)before me on this ✓` Sf" day of JIAk, 20 %P by Date Morfth Year („ �tem� weinrYte��' (and (2) yy UNDAM, aalLups Names) of Signers) Na1NY9 ,6tic' Cellta+nle t1 j�11 mi'l"0a''nIY $ proved to me on the basis of satisfactory evidence ,..�, Cav:.mfulon/228a 721 ^'Y [n•nm. Etplrer?2S to be the persors)n,,(s)) whoappeared before me. Signature _L—� Signature of Notary Public Seal 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 /�� A� Title or Type of Document: 000 —Col IUS 106 CIAt19 Lment Date: Number of Pages: t Signer(s) Other Than Named Above: Mom' ©2014 National Notary Association • www.Nationa]Notary.org • 1-800-US NOTARY (1-800-876-6827) Item #5910 25F-231 32 Ninyo & Moore Appendix ATTACFIlVIENT 3-1: NON -COLLUSION AFFIDAVIT TIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) 'I o the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in. the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to a 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. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this 4(0 day of%tq PS 2020, by before me. proved to me on the basis of satisfactory evidence to be the persons) who appeared bbu gnature � '? ERILA MICHELLE CCNEE_LIERE U i COh§M. # 2222946 VF>NCTM PUBIC - CALIF'JRNI4 ORANHUCOINTY 0 Notary Public Seal City of Santa Ana RFP 20-102 Page A3-1 Me 25F-232 •Proposal for OrrCall Smrmwa�er Projectoesign Services GPSi Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Cod- Section 7106) Y Y7iit�yY11Y�]'JCY:7i;Yll:�:\rk\Y7�1'T\;71Yu I�I�Y I[�]^�1'111711(YI:iLU:�:f: In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or irdirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature on thereof shal�onstitute signature of this Non -collusion Affidavit. BIDDERS are caution that rnglang a f sec fication may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and swom to (or affirmed) before me on this day of , 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. NOTARY CERTIFICATE ATTACHED Notary Public Signature Notary Public Seal City of Santa Ana RFP 20-102 Page AM 25F-233 Starnes •Proposal for On Call Smrmwater Project Design Sm A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate n J 1n nZ is attached, and not the truthfulness, accuracy, or validity of that document. CALIFORNIA /Y r Il'V fi V rl/Y State of California ) ® Countyof �T ) Subscribed and sworn to (or affirmed) before me on this to Iday j �p �{ of 20 � by ki r ami I fin )- c proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. PAULIUA ACUTAR LERA O COMM. #2174062 z Notary Public California o z orange County my Comm. Expuee Dec. 1. 20201 Signature (Seal) OPTIONAL INFORMATION Mthough the information in this section is not required bylaw, it could prevent fraudulent removal and reattachment of this jurat to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document This certificate is attached to a document titled/for the purpose of Method of Affiant Identification 1/+�I I (\� Proved to me on the basis of satisfactory evidence: �~ W� oui t. t-O "11110on form(s) of identification O oedihle witnesdn) Notarial event Is detailed in notary journal on: Page# Entry# Notary contact: Other containing pages, and dated ❑Arfianus)Thvmbpdnt(s) ❑ Describe: ®copyright 2007-2014 Notary Ron, Inc. Po Box 41400, Les Manes, IA 511311 Mr. All nights Reserved. Item Number 101884. Please contact your Authorized heseller to purchase copies of this form_ 25F-234 me •Proposal for OnCall Smrmwater ProjectDesign Services Stantec Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section.1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Stantec Consulting Services Inc. ,� , / . Signed and Printed Name: Sherry Weinmeier , J�-ty,{Y/!// wza7� � Title Principal Date August 12, 2020 City of Santa Ana RFP 20-102 Page A3-2 25F-235 Stamec Proposal for OnCall Smrmwater Project Design S® Ninyo & Moore Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Ninyo & Moore Signed and Printed Name: Michael Putt, PG, CEG Title Principal Geologist Date August 6, 2020 City of Santa Ana RFP 20-102 Page A3-2 25F-236 •Proposal (or OrrCall Smrmwa�erPmjeG Design Services GPSi Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, giant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities'. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Geospatial Professional Solutions Inc. Signed and printed Name: Paul Hamilton -Rivers Title Chief Operations Officer Date August 5, 2020 City of Santa Ana RFP 20-102 Page A3-2 25F-237 Stanter. Proposal for OnCall Smrmwaner Project Design SM Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for farther 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. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 20-102 Page A3-3 U• Proposal for On Call Smrmwater Project Design Services 2 5 F -2 V V Stantec by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Principal Firm: Stantec Consulting Services Inc. Date: August 12, 2020 City of Santa Ana RFP 20-102 Page A2-4 25F-239 Stamec Proposal for OnCall Smrmwater Project Design So Ninyo & Moore Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government 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. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 20-102 Page A3-3 ® 25F-240 ! •Proposal for OrrCall SmrmwaterProject Design Services Ninyo & Moore by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Principal Geologist Firm: Ninyo & Moore Date: August 6, 2020 City of Santa Ana RFP 20-102 Page A2-4 25F-241 Stamec •Proposal for OnCall Smrmwater Project Design S® GPSi ANNend.' ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selecti on for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race; color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant maybe 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 outer sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted of Santa Ana RFP 20-102 25F-242 ®c •Proposal for OnCall Smrmwater ProjectDesign Services GPSi by riles, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Paul Hamilton -Rivers Title: Chief Operations Officer Firm: Geospatial Professional Solutions, Inc. (GPSI) Date: August 5, 2020 City of Santa Ana RFP 20-102 Page A2-4 25F-243 Starnes •Proposal for OrrCall Smrmwater Project Design SM Roger Chung . PE, QSD/P, CFM, F. ASCE Project Manager 1 Project Design Education • BS, Environmental and Civil Engineering Registrations/Certifications • Professional Engineer #C65388, CA • QSD/QSP#20600, CA • Certified Floodplain Manager Why select • Proven PM-100s of successfully delivered projects, including 12+task orders for 5 on -call contracts in the past 5 years • Expansive concept -level through PS&E experience • Successful local agency project experience, including with the City • Proven record of quality and delivery * Denotes projects completed with other firs Roger has more than 21 years of civil engineering experience with expertise in hydrology, hydraulic and structural analysis for the preparation of drainage studies, drainage master plans and the preparation of design plans, specifications, and cost estimates for water supply and flood control facilities. He has been involved in the hydraulic analysis and design of numerous water recharge and flood control projects in San Bernardino, Riverside, Orange, Los Angeles, San Diego, Kern and Ventura Counties. Fullerton Road Grade Separation*, Industry, CA, (Task Manager) Roger managed a task for the preparation of plans, reports and supporting technical studies for the storm drain and water quality portions of this $140 million grade separation project that will lower Fullerton Road under the existing Union Pacific Railroad tracks in the City of Industry, and unincorporated area of Los Angeles County, between Rowland Street and State Route 60. Plans call for constructing a six -lane roadway underpass on Fullerton Road with retaining walls and a new railroad bridge. Tustin Avenue and Rose Drive Grade Separation Project, Orange County, CA (Drainage Task Manager) Roger managed a drainage task for the preparation plans, reports and supporting technical studies for the storm drain and water quality portions of OCTAs Tustin Avenue Grade Separation project. Services included the completion of the plans for a 65% level submittal, a draft 100% level submittal, and a final 100% level submittal, incorporation of the Tustin/Rose Grade Separation Quality Management System Manual (QMS Manual) procedures, and the incorporation of OCTAs comments at 65% and draft 100% level submittals, and processing of the plans and their supporting studies with the Orange County Flood Control District (OCFCD) for the portion of the Project that would impact the existing Atwood Channel that is owned by OCFCD. San Diego International Airport - Rental Car Center (RCC) Bus Parking Storage Facility (CIP# 104181)*, San Diego, CA (Drainage) Water Quality Task Manager) Roger was the drainage/water quality task manager for the design of the RCC Bus Parking Facility and Rental Car Overflow Parking. The project provided a vehicle storage parking lot and a 4,600 SF Driver Break Building which will be shared with the Taxi Hold/Shuttle Van Lot. The project required roadway and parking lot improvements, installation of gates and card readers at the parking lot entrance and exit architectural/structural design for the building, utilities, parking lot lighting, and landscaping and irrigation. The project also included obtaining a building permit from the City of San Diego. 25F-244 Stamec • Proposal for On Call Storm vafer Project Design Services San Diego International Airport — San Park 2, Pacific Highway North (CIP 104146)*, San Diego, CA (Drainage/ Water Quality Task Manager) Roger managed the final PS&E for approximately 2,050 additional spaces located at the south easterly corner of Pacific Highway and Washington Street. This project provides a long-term parking facility to replace existing parking areas that will be impacted by the development of the future CON RAC and FBO sites on the North Side. The proposed project consisted of site grading, paving, parking striping, storm drain, and underground detention facilities to control storm runoffs and water quality. San Diego International Airport - South Side Site Protection (CIP 104126)*, San Diego, CA (DrainagelWater Quality Task Manger) Roger managed the drainage/water quality task orders for the interim improvements to the approximately 40-acre Teledyne Ryan Site. The project scope includes design of a storm drain system that strategically routed project developed flows to several different storm drain connections with limited capacity to accept additional flow. The storm drain design also included installation of two different types of Best Management Practices (BMPs) for the site improvements as required by the SUSMP for the overall SDRAA project area. A low flow Low -Impact -Design (LID) infiltration BMP was designed within sump areas designed within the parking lot. The LID infiltration BMPs used porous pavement and a rock gallery to infiltrate first flush runoff to the maximum extent possible. The second BMP incorporated into the project was a high flow off line filtration BMP designed for installation just upstream of the project's storm drain connection points to the existing storm drain system in Harbor Drive. The combination of these two BMP systems mitigated stormwater flow generated from impervious AC pavement surfaces created by the project development. San Diego International Airport — North Side Interior Roadway and Utilities (CIP 104118)*, San Diego, CA (Drainage/Water Quality Task Manager) Roger managed the preliminary, final PS&E and construction support for an interior roadway (Admiral Bolan Way) which extends between the existing Pacific Coast Highway/ Sassafras intersection and the extension of Washington Street. This roadway houses the utilities that serve the entire north side development, including sewer, water, natural gas, electrical, telecommunications, and storm drain. The project included a lift station system to pump the sewage to the City sewer main. Uses of this roadway system include FBO/GA, cargo businesses, centralized shipping and distribution, San Park 2 parking facility, and CONRAC. El Modena Park - Natural Treatment System, Phase 2*, Orange, CA (Project Manager) Roger was responsible for preliminary improvement plans and construction drawings for modifications to two existing detention basins in the County of Orange to provide for the interception of dry -weather flows. Intercepted flows were routed to the modified basins for water quality improvements through natural treatment systems. Services included performing dry -weather flow hydrology calculations for watershed tributary to proposed improvements, hydraulic analyses leading to the design of required project infrastructure, preparation of improvement plans and specifications for project improvements, and providing bid and engineering support services during construction. South La Senda Low -Flow Diversion Project*, Laguna Beach, CA (Project Manager) Roger was responsible for the engineering design and construction support services for a water quality diversion facility. The completed facility intercepts nuisance flows from storm drain lines that would otherwise discharge to the beach and continue to the Pacific Ocean. Nuisance flows are intercepted in a sub -surface vault and an automated sump pump evacuates accumulated flows to the local sewer system. The hydraulic and structural design of the facility, which consisted of a 15-foot-deep reinforced concrete sub- surface vault, a 48-inch-diameter reservoir pipe, a sump pump housing structure, pump controls, and a forcemain sewer discharge line were performed. Upon the completion of the design, construction documents required for the public bid process and upon commencement of construction activities were prepared and construction support services including approval of shop drawings, construction observations, and the preparation of As -Built plans were provided. Rancho Mission Viejo's Ranch Plan Planned Community Hydrology and Hydraulic Check Services* Roger provided plan checking services for OC Public Works related to the development of the Rancho Mission Viejo's Ranch Plan Planned Community, an 8-square-mile development within the grater 176-square-mile San Juan Creek watershed. Plan checking services included the review of hydrology studies for four of the five proposed development planning areas for conformance with the Orange County Hydrology Manual and its addenda. The firm checked assumptions, hydrologic parameter derivations, rational method analyses, and unit hydrograph method analyses. The firm also reviewed hydraulic calculations performed in support of proposed master plan facilities, and proposed flood control detention basins. Denotes projects completed with other firms Stanteo •Proposal for On Call SmrmwaterPmjeG Design Services 25F-245 T EdOth mer Our California stormwater sector lead, Ed has more than 25 years of engineering experience and is a licensed California Professional PE, CPESC, CPSWQ, QSPID ToR, QISP ToR, Engineer, a Certified Professional in Stormwater Quality, Qualified ENV SP, PMP SWPPP Practitioner and Developer, and a Qualified Industrial Technical Advisor QAIQC /Grant Stormwater Practitioner. He has served as Principal -in -Charge and Project Manager on innumerable stormwater projects across the United States which have involved the development of NPDES stormwater pollution prevention and monitoring programs, preparation Education of erosion and sediment control guidelines, stormwater research MS and BS, Civil Engineering and pilot studies, NPDES illicit storm drain connection programs, spill prevention studies, control and countermeasures planning, and Registrations/Certifications industrial stormwater pollution prevention programs. Throughout • Registered Civil Engineer #57536, CA his career, Ed has managed projects for federal, state, local, and • Certified Professional in Erosion and private sector clients. He also serves on the Executive Committee Sediment Control #2776 and as the Water Committee Co -Chair of the Industrial Environmental • CPSWQ®#103 Association. • QSD/QSP #00060 Port of Long Beach, Recycled Water/Stormwater Harvesting • ENV SP #22220 Feasibility Study, Port of Long Beach, CA • QISP #00089 Protection of water quality and conservation of potable water supplies are top priorities of the Port of Long Beach and of the Green Port Why select Policy. As project manager, Ed is leading a team that is conducting a • Extensive stormwater management special study focused on opportunities for the use of recycled water at knowledge the Port and opportunities for stormwater harvesting and reuse. This • Expert in local and regional water quality planning level special study includes: design guideline and criteria Water recycling to: • Leading multiple regional stormwater . Inventory existing reclaimed water lines installed within the Harbor management projects District • Assess additional infrastructure needs and costs required to use existing recycled water lines • Assess possible sources of reclaimed water, such as local publicly owned treatment works (POTWs) • Evaluate feasibility and costs assessment of a Port owned and operated POTW • Identify possible end uses within the Port (toilets, irrigation, industrial water users, truck/equipment wash racks, cooling towers, well injection, dust control) and quantification of demand • Assess infrastructure needs and cost to expand the existing system to meet demand * Denotes projects completed with other firs 25F-246 Stamec • Proposal for Or Call Storm vafer Project Design Services Stormwater harvesting and reuse to: Identify infrastructure requirements and costs to capture and reuse all stormwater originating from the Harbor District Evaluate construction and operational impacts on port terminals Assess and quantify the possible end uses for recycled stormwater Evaluate potential cost savings associated with deferred regulatory compliance costs Consider the monetary value of harvested stormwater and determine if it could be sold to end users in the Harbor District or water purveyors Assess the feasibility and costs of diversions from Port stormwater infrastructure to sanitary sewer Evaluate opportunities to divert Port of Long Beach stormwater to the planned City of Long Beach Municipal Urban Stormwater Treatment facility for treatment and potential reuse Conduct a triple bottom line benefit cost analysis to prioritize the different opportunities Long Beach Municipal Urban Stormwater Treatment, City of Long Beach, CA As project manager, Ed is leading a team that is designing a facility that will treat urban runoff first -flush wet weather flow before it enters the LA River. The LB -MUST facility will meet the City's National Pollutant Discharge Elimination System (NPDES) permit water quality standards as well as total maximum daily loads (TMDLs). In addition to water quality improvement, the Project incorporates educational features to inform the public of the Project benefits. The project intercepts, diverts, and treats dry weather urban runoff (fresh and brackish water) and first flush of stormwater runoff from 15 pump stations. The LB -MUST facility includes the following state-of-the-art equipment: 1) Purifics' Ceramic Ultrafiltration (CUF), which is a robust silicon carbide Ceramic Membrane Process; and 2) Photo - Cat, which is a photo -catalytic oxidation and reduction process. Additionally, a brackish wetland (LID feature) will be constructed for water quality polishing and as a community park. Treated fresh water will help create and sustain the proposed wetlands riparian habitat as well as provide an alternative water source for other nearby packs and the Civic Center. East San Gabriel Valley Watershed Management Group CIMP and WMP Implementation, San Gabriel Valley, CA Ed is managing the implementation of the East San Gabriel Valley Watershed Management Group (Group) CIMP, which evaluates impacts from MS4 discharges and provides decision support for actions to improve water quality and enable the Group to comply with the MS4 Permit. Ed conducted a study to identify regional opportunities for stormwater capture and infiltration to achieve NPDES Permit requirements and to augment groundwater supplies. A multi -step process was applied to identify stormwater capture opportunities within the East San Gabriel Valley (ESGV) Watershed. Key factors considered in the multi -step process included land use, jurisdictional areas, topography, hydrologic soil group, nearby wells, existing recycled water conveyances, storm drain systems, etc. The study identified preferred sites for each City, within each of the HUC-12 watersheds, as well as within each of the water district's jurisdiction. Ed also developed a concept for a regional stormwater capture facility, which will be located at the Palm Lakes Golf Course. The facility was sized to capture the 85th percentile, 24-hour storm event from the 158-acre watershed. The stormwater capture facility consisted of a pre-treatment system, drywells, surface infiltration basin, and belowground infiltration basin. City of San Diego, Stormwater Engineering and Consulting Services*, San Diego, CA Ed led the team to deliver the following scope of work: 1) Task Management and Administration, 2) Best Management Practices Development and Engineering, 3) Stormwater Infrastructure Asset Management Services, 4) Environmental Assessment and Permitting Services, 5) Stormwater Monitoring and Investigations, 6) Strategic Planning, and 7) Program Assessment Services. El Dorado County Water Agency Stormwater Resource Plan Development Ed served as a technical advisor for the development of the Stormwater Resources Plan (SWRP) for West Slope portion of El Dorado County. The SWRP was developed for the El Dorado County Water Agency (Agency) in collaboration with the County of El Dorado (County) and the City of Placerville (City). Due to the foothill setting, the West Slope SWRP has a broader scope to cover the intended watershed planning including three main components: surface water storage, (headwater) watershed management, and stormwater management. * Denotes projects completed with other firms 25F-247 79 Starnes •Proposal for On Call Stormwater Project Design Services Jones Phil has over 34 years of experience managing engineering design, maintenance, and construction administration services for various PE, QSD/P public works projects, including flood control facilities, roadways, Project Planning/Feasibility Studies bridges, and bicycle and pedestrian pathways. For more than 30 years, Phil served within the County of Orange, OC Public Works Department (OCPW) in the Design, Construction, and Operations & Education Maintenance Divisions, on behalf of the County of Orange and the • MS and BS, Civil Engineering Orange County Flood Control District (OCFCD), with the mission of protecting Orange County areas from the threat and damage of Registrations/Certifications flooding. Phil played an integral role, most notably as the Manager • Professional Engineer #C44010, CA of the Design Division and Manager of the General Maintenance • QSD/QSP, Certification #20073 Division, updating the County's road, bridge, and regional flood control infrastructure. At Stantec, Phil continues to provide flood Why select control infrastructure engineering, working closely with Stantec's • Extensive knowledge of Orange County Community Development and Water Resources teams to deliver regional flood control facilities and floodplain hydraulic analysis, water quality management plans, watersheds hydrology and drainage studies, and preparation of technical • In depth understanding of Santa Ana Region specifications. water quality management plan criteria and Throughout his career, Phil has successfully delivered large flood OC Technical Guidance Document control and water resources projects ranging up to $40+ million • Recent City project experience and deep in the Fountain Valley, Talbert and Huntington Beach Channel understanding of local needs. systems, sections of East Garden Grove-Wintersburg Channel, Carbon Creek, Fullerton Creek, and San Juan and Trabuco Creeks. Denotes projects completed with other firms Pomona Rincon Transfer Station, Chino Hills, CA Phil prepared a water quality management plan for the proposed Pomona Rincon Transfer Station. The site will be located on a 1.4- acre strip of land adjacent to the Pomona Rincon Sewer Lift Station and will be used to temporarily store excavated dirt, green waste removed from park and landscape areas, and concrete from work performed by city crews and contractors. Carbon Canyon Park - Hydraulic Feasibility Study, Brea, CA Phil prepared a preliminary design report and provided a drainage alternatives analysis for the Westside Drainage System, as part of the hydraulic feasibility study at Carbon Canyon Regional Park in Brea, California. The project developed alternatives for flood prevention and conveyance of stormwater flows. Northwest Community Open Space Park, San Juan Capistrano, CA Phil prepared a water quality management plan and hydrology 25F-248 Starnes • Proposal for Or Call Smrmwater Project Design Services report for a proposed 3.6-acre park in San Juan Capistrano, California. The new park will include a cultural area, multi -use trail, and various artwork and amenities. Stantec provided surveying and engineering services, including grading, utilities, drainage, and traffic plans as a subcontractor to landscape architecture firm NUVIS. East Garden Grove-Wintersburg Channel and Fullerton Creek Channel, Orange County, CA Phil provided HEC RAS floodplain analysis for the East Garden Grove- Wintersburg Channel and Fullerton Creek Channel, as part of Orange County Flood Control District's FEMA Hazard Mitigation Grant Application. Carbon Creek Channel Facility Study Needs Assessment, Brea, CA Phil prepared a study to establish the scope of work for a preliminary design report for the Carbon Creek Channel facility. 1-710 Corridor Improvement Project, Long Beach, CA Phil reviewed and provided comments on hydrology and drainage issues for the proposed 1-710 corridor improvement project, as part of the Environmental Impact Report assistance required by the City of Long Beach Environmental Planning Program. Stantec also reviewed and commented on water quality, active transportation, and community enhancement elements as a subcontractor to Michael Baker International. Montalvo Canyon Drainage Study, San Clemente, CA Phil provided HEC RAS analysis for proposed channel improvements near the outlet of Montalvo Creek at the Pacific Ocean. As a subcontractor to FluvialTech Inc., Stantec provided civil engineering services, including cost estimating, boundary survey, preparation of PS&Es for bank establishment and channel restoration, bid package, coordination and meetings, and engineering support during construction. Planning Area 39, Phase 2B - Los Olivos, Irvine, CA Phil provided drainage management services, including sediment yield, water quality design capture volume, and a hydrology report for a mixed -use community. The project is part of Stantec's construction support services for improvements to the tentative parcel map, street, and utility infrastructure. Eland 1 Solar Farm (2018), California City, CA Stantec provided peer review of archaeology and historical assessment to evaluate potential impacts on cultural resources at a solar farm in California City, California. Phil provided a preliminary hydrology and drainage study for an addendum to the final Environmental Impact Report. 2530 Arden Way, Sacramento, California Phil provided HEC RAS floodplain analysis of Strong Ranch Slough as part of proposed improvements at 2530 Arden Way in Sacramento, California. Laguna Audubon Retarding Basin Improvement (2018 — Ongoing), Laguna Beach, CA Phil provided preparation of technical specifications and special provisions, as part of final engineering services for the Laguna Audubon Retarding Basin. The tributary watershed area is approximately 706 acres and lies within the cities of Laguna Beach, Laguna Woods, and Aliso Viejo. Stantec previously prepared a study to evaluate the basin's current performance for the 2-, 5-, 10-, 25-, and 100-year expected value storm events and determine if additional improvements to the basin could further enhance its effectiveness. The study recommended three alternatives in providing the basin with the prescribed 2-feet of freeboard above the Probable Maximum Flood (PMF) water surface. The client selected to construct a perimeter floodwall along the earthen basin crest and the extension of existing concrete outlet channel walls to be implemented. Orange County Public Works Operations and Maintenance Division*, Orange County, CA Phil managed the ongoing maintenance and operations of regional dams, pump stations, and water diversion facilities where he oversaw maintenance supervisors in charge of the County Worker and Court Referral Programs, fabricators and installers, welders, and carpenters in the Special Trades Section for County road signs. Orange County Public Works Design Division*, Orange County, CA Phil managed the engineers, project managers, design engineers, and engineering technicians/draftsmen employed in the OC Public Works Design Division. Division responsibilities included developing technical engineering studies and construction plans, specifications, estimates, and construction documents for regional and local infrastructure projects. During disasters and heavy storm activity, Phil led a team of storm patrol leaders and emergency workers. * Denotes projects completed with other firms Stantec • Proposal for On Ul Smrmwater Project Design Services 25F-249 Rupee Malhotra PE, QSD, LEEP AP Project Planning/Feasibility Studies Education • MS and BS, Civil Engineering Registrations/Certifications • Professional Engineer#78574, CA • QSD #23276 • LEED AP Building Design + Construction #11267844 Why select Proven expertise in design and peer review of stormwater treatment measures and erosion and sediment control measures for NPDES permit compliance • Expansive experience driving projects from concept/feasibility level through detailed design and PS&E • Proven record of quality and delivery Denotes projects completed with other firms Rupeet is a Civil & Water Resources Professional Engineer licensed in California with more than 15 years of progressive experience in t, floodplain management, stormwater management & design, project management, NPDES permit compliance, drainage design, SWPPP development, erosion & sediment control design, and scour countermeasures analysis and design. Rupeet has considerable experience in developing SWPPP documents for construction sites and industrial facilities pursuant to the requirements of the Construction General Permit and Industrial General Permit, respectively, and has been providing SWPPP development/review and BMP services to private and public sector clients in Northern California for over 10 years. Rupeet is also an experienced third -party reviewer of stormwater management plans for new development and redevelopment and has assisted Bay Area engineering firms and developer clients with the review of their SWMP designs to meet the San Francisco Bay Area MRP Provision C.3 requirements. Fairgrounds Water Drainage Improvements Feasibility Study- Stormwater Resource Plan Implementation El Dorado County Water Management Agency, El Dorado County, CA Rupeet is the lead engineer responsible for developing the feasibility study for use of stormwater as a resource at the El Dorado County Fairgrounds property. The project was identified in the El Dorado County Water Agency Stormwater Resource Plan and will alleviate localized flooding conditions and enable continued, reliable use of the fairgrounds. Green Infrastructure On -Call Services — Educational Curriculum Development San Francisco Public Utilities Commission As a long-term client, San Francisco Public Utilities Commission has tasked Stantec with the development of training curriculum for inspection and maintenance of green infrastructure BMPs owned and/ or maintained by SFPUC. The training curriculum is being developed for construction, maintenance and inspection crew to provide green infrastructure C&M guidance. Rupeet's role is to provide oversight on the development of cumculum modules and advance the curriculum development. Stormwater Management Memorandum; South County Regional Water Authority (SCRWA) New Maintenance Facility, Gilroy, CA Rupeet was the senior engineer on the Stormwater Management Design for the SCRWA New Maintenance Facility Building. The m 25F-250 Starnes •Proposal for On Call Stormwater Project Design Services project added 30,00 sf of impervious area and was required to meet the Central Coast Regional Water Quality Control Board's Performance Requirements for City of Gilroy. The requirements included LID design, stormwater retention and peak management to mitigate the impact of increased impervious area. Rupeet directed the development of hydrology and hydraulics to evaluate the impacts of the improvements. Watershed Asset Management Plan Development Services Stormwater Engineering and Consulting Services, City of San Diego, San Diego, CA The City's Stormwater Division adopted the asset management approach to manage its storm drainage assets which resulted in the development of the 2013 Watershed Asset Management Plan. Rupeet has led the task of advancing the program to WAMP 2.0 to incorporate updated asset inventory, revised levels of service, and a business risk exposure approach to determine the City's needs and funding requirements. The asset management approach is a compelling tool for communicating funding needs of the Division, tying those funding needs directly to regulatory requirements and desires expressed by citizens for the services the Division was providing. The application of asset management to storm water and watershed management, based on this case study, is a way to successfully optimize use of resources, integrate municipal flood control and storm water quality management, transparently justify funding requirements and management decisions, and build and transform an organization into one that can sustainably manage storm water quality and drainage on behalf of a municipality's residents, businesses and other customers. Recycled Water/Stormwater Harvesting Feasibility Study Port of Long Beach (2020), Long Beach, CA Rupeet is conducting a special study focused on opportunities for the use of the Port's recycled water and opportunities for stormwater harvesting and reuse. This planning level special study includes the following elements for stormwater harvesting and reuse to evaluate: • And identify the infrastructure requirements and costs to capture and reuse all stormwater originating from the Harbor District. • Construction and operational impacts on port terminals • Possible end uses for recycled stormwater • Potential cost savings associated with deferred regulatory compliance costs • Monetary value of harvested stormwater and determine if it could be sold to end users in the Harbor District or water purveyors Feasibility and costs of diversions from Port storm water infrastructure to the sanitary sewer Opportunities to divert Port of Long Beach stormwater to the planned City of Long Beach Municipal Urban Stormwater Treatment (MUST) facility for treatment and potential reuse. Atriple bottom line benefit cost analysis to prioritize different opportunities. Stormwater Management Plan Third Party Reviews for MRP C.3 and NPDES Compliance*, Bay Area Rupeet accomplished in SWMP Inspection and Review and NPDES permit compliance. She has assisted several Bay Area developers and engineering firms to comply with the Regional Municipal Permit Section C.3 by providing third party reviews of their Stormwater Management Plans. In her role, she has provided technical peer review of green infrastructure measures such as bioretention areas, flow through planters, green roofs, silva cells, tree well plants, infiltration devices, pervious pavement and hydromodification control devices, as well as provided sizing and design related guidance. Water Quality Treatment Design for Delta Diablo Sanitation District*, Delta Diablo Sanitation District, CA Rupeet performed detailed hydrologic and hydraulic analyses and water quality design for the Delta Diablo Pump Stations for the Delta Diablo Sanitation District. The proposed development at the pump station sites include pump station upgrades and site grading and paving. She designed the stormwater treatment measures (bioretention area, pervious pavements) for the proposed improvements to confirm compliance with C.3 requirements and developed the conceptual design and technical report. Hydrology & Hydraulic Analysis, Stormwater Management Design and Stormwater Management Plan Report - 74 Monte Vista Avenue, Atherton* , CA Rupeet performed detailed hydrologic and hydraulic analyses for a single family residence upgrades and addition in Atherton. The development includes a single-family residence that needed parking and covered area upgrades exceeding 2500 sf of impervious area, but less than 10,000 sf of impervious area increase. Therefore, this project was designed as a Small Regulated Project and stormwater treatment measures were designed for water quality enhancement. She performed the hydrologic, hydraulic, and stormwater treatment design calculations, designed green infrastructure BMPs, developed design drawings, and stormwater control plan report to meet the City's requirements for C.3 compliance. Denotes projects completed with other firms 25F-251 Stantec •Proposal for On Call Stormwater Project Design Services Weber With 20 years of progressive environmental consulting experience, Michael's expertise involves land uses subject to discretionary agency approvals and public environmental review. Michael provides Environmental Documentation/ environmental services and leads multi -disciplinary teams through all Permitting Principal Scientist life cycle phases of projects. Michael has experience with aerospace, commercial, education, industrial, oil and gas, thermal power Education generation, recreation, renewable energy, residential, mixed -use, • BS, Environmental Studies transportation, water, and wastewater land uses. Why select Michael has an expertise in environmental permitting, and has • Extensive experience preparing and experience obtaining discretionary permits for projects that are managing CEQA/NEPA documents subject to multi -agency oversight and significant community • Stantec's permitting leader for Southern involvement. He works on projects that are often located in sensitive California areas with significant natural resource constraints. Michael has • Fully knowledgeable of local, state, and experience obtaining project permits and approvals from a wide federal agencies range of federal, state and local agencies. Michael also has extensive knowledge in preparing and managing environmental documents for projects, especially those subject to compliance with the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). He guides projects through scoping, technical study, public environmental review, permitting, implementation, and decommissioning. Michelson Sewer Lift Station Replacement Project, Irvine, CA, Environmental Task Manager Michael prepared a CEQA Notice of Exemption for the Lead Agency on this project. It involved replacing and reconstructing an existing sewer lift station in the City of Irvine to avoid conflict with proposed development in the area. Newport Bay Water Wheel/Trash Removal Project, Newport Beach, CA, Project Manager Michael managed preparation of an IS/MND to meet California Environmental Quality Act requirements for this innovative project that involves construction and operation of a trash removal system in the California Coastal Zone of San Diego Creek/Upper Newport Bay. The project would substantially reduce the volume of trash flowing into Newport Bay and adjacent sensitive habitats/shoreline and benefit biological resources, water quality, and aesthetics. The environmental impact analysis was supported through preparation of a Jurisdictional Wetlands/Waters Delineation Report, Biological Resources Technical Report and Aquatic Resources Survey Report. Stantec prepared the *Denotes projects completed with other firms 25F-252 Stamec •Proposal for OnCall Smrmwater Project Design Services IS/MND under a very compressed schedule to assist the City in securing substantial Water Quality, Supply, and Infrastructure Improvement Act of 2014 (Prop 1) grant funding for the innovative project. Stantec's scope of work included responding to public comments and addressing concerns for potential impacts related to odors, attracting vectors such as rodents, degrading viewsheds, and entrapment of wildlife. Stantec's response to comments were integrated into a Final IS/MND that was adopted by City Council. Stantec also assisted the City with meeting public noticing requirements throughout the CEQA process. Well 21 Equipping and Pipeline Project, Orange County, CA, Task Manager Michael managed preparation of the IS and MIND for the Yorba Linda Water District, so their project could comply with CEQA. The IS and MIND evaluated the potential impacts of completing a new potable water well, and installing an one -mile long water conveyance pipeline to connect the well to existing water conveyance infrastructure. State Street Sewer Replacement Project, Santa Barbara, CA, Principal Scientist Michael prepared a noise study of proposed nighttime sewer replacement activities in support of the City of Santa Barbara issuing a Special Permit and CEQA exemption. The noise study predicted expected construction noise levels at nearby residential receptors, evaluated significance in comparison to the City of Santa Barbara's noise ordinance, recommended measures including temporary sounds wall to reduce noise, and evaluated criteria used by the City of Santa Barbara in deciding whether to allow nighttime construction to avoid conflicts with adjacent commercial operations in the city center. Midwestern Placer Regional Sewer Project, Placer County, CA, Senior Environmental Planner Michael served as a senior environmental planner, and assisted with preparation of an EIR, which evaluated potential impacts of the project. The goal was to consolidate wastewater treatment from multiple service areas and wastewater treatment facilities. He prepared the air quality, greenhouse gas emissions, hazards and hazardous materials, and noise sections of the EIR. He also of assisted with the reports quality assurance and quality control review. Telegraph Road Traffic Throughput & Safety Enhancements, Downey, CA, Environmental Task Manager Michael provided California Environmental Quality Act and National Environmental Policy Act -related services for this City of Downey roadway project involving construction of raised landscape median islands, sidewalk improvements, and intersection signal modifications along 1.6 miles of Telegraph Road in the City of Downey. After conducting a preliminary environmental screening of the project that was used to support a National Environmental Policy Act Categorical Exclusion, Michael prepared and filed a California Environmental Quality Act Notice of Exemption (Categorical, Class 1) with the County Clerk and State Clearinghouse to support a streamlined environmental review and permitting process. Buena Vista Hills Electrical Transmission Project, CA Resources Corporation, Kern County, CA, Project Manager Michael served as project manager for this project that included the installation of seven miles of electrical transmission and distribution lines and a substation to provide power to an oil field development. Project components were located on lands under federal, state, and local jurisdictions. Stantec's scope of work included a Plan of Development, Biological Assessment/Biological Evaluation, Cultural Resources Study, Paleontological Resources Study, Clean Air Act General Conformity Analysis, Restoration Plan, agency permitting, CEQA Initial Study/Mitigated Negative Declaration, and NEPA Environmental Assessment. Permit applications were prepared and submitted to the Bureau of Land Management (Right of Way Grant and Special Use Permit SF 299 application for Transportation and Utility Systems and Facilities on Federal Lands), California Department of Fish and Wildlife (Incidental Take Permit & Streambed Alteration Agreement) and Department of Water Resources (Encroachment Permit). Resources jurisdiction. Key environmental concerns Michael managed emergency response services provided Guidance Charter School Project, Charter School Property Solutions, Palmdale, CA, 2016, Environmental Task Manager Michael managed preparation of an IS/MND for this project pursuant with the requirements of the CEQA. The project included construction and operation of a 1,138 student capacity charter middle and high school campus on 30 acres in the City of Palmdale. The IS/MND was completed within two weeks to support a fast -tracked permitting approval process and included substantial technical study to address potential aesthetics, air quality, greenhouse gas emissions, and traffic impacts. The IS/ MIND was adopted by the City as Lead Agency. * Denotes projects completed with other firms 25F-253 113T Starnes •Proposal for OrrCallSmrmwater Project Design Services °`'�''' Susan Reid . PE Civil Education • BS, Civil Engineering Registrations/Certifications • Professional Engineer #56872, CA Why select • 100+successful projects, with vast majority involving concept -level to final PS&E design • Significant on -call contract and task order delivery experience • 20+ years of local agency infrastructure project experience * Denotes projects completed with other firs Susan's 20-year career providing engineering and design services for public and private infrastructure projects has involved roadways, pedestrian and bike trails/paths, hydrology and drainage, and environmental work. She has significant on -call contract and task order experience for local Orange County public works, water, parks, and transportation agencies. She is an expert in numerous precise geometrics and computer aided programs, including AutoCAD Civil 3D InRoads/MicroStation, WSPGW, and various Orange and Los Angeles County hydrology and hydraulics programs. CV Link, Coachella Valley, CA (Project Engineer) Susan is providing civil and traffic engineering final PS&E design services for the on -street segments of CV Link. CV Link is a 50- mile shared use protected path connecting the Coachella Valley communities from Palm Springs to Coachella. We are working closely with the client and desert communities to design this world - class facility. CV Link is a $100 million project with nearly all funding in place. Laguna Beach Pathway Projects, Laguna Beach, CA (Project Engineer) Susan provided civil engineering for the Top of the World pedestrian pathway and new pathway along Laguna Canyon Road, from the College of Art and Design to the City's Act V Parking Lot. San Diego Creek Channel Bike Trail Relocation, Irvine, CA (Project Engineer) Susan provided engineering services for restoring a 1.2-mile segment of the San Diego Creek Channel that is currently owned and maintained by Irvine. Paved bicycle and hiking trails border the channel. She is providing improvements to relocate the bike trail at Alton Parkway along the Canon USA property within the channel right of way. Channel structural improvements were designed to replace eroded and damaged areas of the channel including rip rap structures, grade control structures, and eroded soil cement ramps and slopes. 25F-254 Stamec • Proposal for Or Call Storm vafer Project Design Services Culver Drive/University Avenue Intersection and Widening, Irvine, CA (Project Engineer) Susan provided full A-E services for the City at this major arterial intersection to improve the LOS and mitigate the future projected substandard LOS at the Culver Drive and University Drive intersection. She is helping provide civil engineering, right-of-way services, landscape design, flood control, utility relocations, and environmental permitting through final PS&E. Redondo Beach Cycle Track, Redondo Beach, CA (Project Designer) Susan helped develop plans for proposed bicycle friendly facilities along two important roadways within Redondo Beach's Marina district. She helped prepare concept drawings and final plans for the favored alternative, which includes a Class I separated cycle track and City Welcome Park while increasing parking capacity within the coastal zone. The project included traffic analysis and simulation of the road diet and roundabout, conceptual visualization, field survey and aerial topography, civil design of the cycle track, drainage facilities, landscape and site furnishings, and related signing and striping plans. John Wayne Airport Campus Drive/Bristol Street Intersection Improvements, Orange County, CA (Project Designer) Susan is providing design and engineering services. The project consists of widening souhbound Campus Drive to provide an additional 600-foot-long, third right -turn lane onto northbound Bristol Street. Burbank Channel Bikeway Project, Burbank, CA (Project Engineer) We are providing full A-E and environmental services to the City of Burbank which completes an important bikeway link through design of a Class I bikeway and multi -use trail along the Burbank Channel. This bikeway will extend from the City's Metrolink station south toward the Los Angeles River Trail located just beyond the City limits. We have provided presentations at council meetings, met with the community in open gatherings and one-on-one with the City, and also helped develop a community survey to gather input from all interested members. Our concept designs looked closely at each of their concerns and provided detailed cost estimates of the proposed project alternatives. One of the interesting project challenges is the conversion of an abandoned rail road spur line bridge to be used for the bikeway with added protective railing. We are also providing at -grade crossings at four locations and linkages to dead-end streets at four locations. Bayview Drive Improvements, County of Orange, CA (Project Engineer) Susan provided professional engineering services for the street improvements including preparation of a Focused Study Report. Her services included an alternatives analysis to alleviate flooding and ponding issues, as well as avoid utility conflicts during the construction of a new storm drain and street improvements, right-of-way studies, detailed hydrology and hydraulics computations, and preparation of the Environmental Analysis Checklist. Moulton Parkway Smart Street Widening Improvements, El Toro Road to Santa Maria Avenue, Laguna Woods, California (Project Engineer) Susan served as project engineer for civil engineering and design services for Moulton Parkway Smart Street Improvements including Class 2 Bikeway from 400 feet north of El Toro Road to 500 feet north of Santa Maria Avenue. Improvements included raised median islands, median and parkway landscaping, concrete bus pads, street lights, modification of existing traffic signals, signing and striping, soil nail wall, retaining walls, wrought iron fencing, and adjusting and relocation of utilities. Stantec's services included preparing PS&E documents for the proposed improvements. Close coordination with the Orange County Public Works and other consultants was needed to achieve the goals of the project. On -Call Street Improvements in Lake Forest's Light Industrial Area, Lake Forest, CA (Project Engineer) Susan provided engineering for Front Street, Orange Avenue, and Whisler Drive —all located in a light industrial area —to improve roadway surface, drainage, and pedestrian access. The scope of work included preparation of numerous alternatives to design improvements with the least of right-of-way impact. She provided a design solution to an existing drainage sump with no storm drain outlet by modifying the street cross section to provide positive surface drainage towards an existing storm drain system. Kline Drive Roadway and Storm Drain Improvements, County of Orange and City of Newport Beach, CA (Project Engineer) Susan developed various alternatives to alleviate storm drain issues, prepared detailed hydrology and hydraulics computations, and prepared the County of Orange Environmental Analysis Checklist. Denotes projects completed with other firms Stantec • Proposal for Or Call Smrmwater Project Design Services 25F-255 ,+� Stev Cook Steve's 25 years of combined experience as a registered landscape architect, a licensed landscape contractor, a certified RLA water auditor, and a member of the Environmental Protection Landscape Architecture and Irrigation Agency's (EPA) Watersense Partnership Program, provide him a broad base of valuable knowledge. His experience as a landscape architect and a certified landscape water auditor provide him the Education knowledge necessary to design the most current environmentally • BS, Agricultural Business Management friendly and efficient irrigation delivery systems. As an EPA Registrations/Certifications Watersense Partner, he stays abreast of the regional, as well as • Landscape Architect #4053, CA local policies —enabling him the ability to foresee technological and • Landscape Irrigation Auditor #82148, societal trends, and allowing him the advantage of incorporating Irrigation Association relevant new irrigation elements or design techniques into current • Landscape Contractor #C27-528894, CA project designs accordingly. Why select San Diego Creek Channel Bike Trail Relocation, Irvine, CA • Expert in community -customized (Landscape Architect) landscape designs Steve managed the landscape improvement services for restoring • Recently delivered award -winning a 1.2-mile segment of the San Diego Creek Channel, which is landscape project for an Orange County currently owned and maintained by the City of Irvine. A Class I bicycle and hiking trail borders the channel. The Landscaped areas agency that were to be affected were managed by various property owners/ • Expert in new and efficient irrigation districts. Steve's early coordination efforts with these stakeholders delivery systems allowed for a consensus on scope. As a result the first iteration of this project gained acceptance and approval. Redondo Beach Cycle Track, Redondo Beach, CA (Landscape Architect Task Manager) Steve developed plans for the bicycle friendly facilities along two important roadways within Redondo Beach's Marina district, as well as a welcome park at Redondo Beach's northern gateway at Hermosa Beach. His team also provided the colored graphics used at the stakeholder outreach meetings at which he presented the project's landscape elements. Steve's experience with plants that tolerate and even thrive in the coastal environments was of vital importance as this project is located within some of the harshest coastal influence. His input on the pavement materials and site furnishings, as well as the inter -nodal connection points for pedestrian/cyclists was essential for providing a safe and enjoyable experience for the various users. Denotes projects completed with other firms ® 25F-256 Starnes •Proposal for On Call Smrmwater Project Design Services Laguna Beach Pathway Projects, Laguna Beach, CA (Landscape Architect) Steve managed the landscape architecture portion of the PS&E preparation for the Top of the World (TOW) Pedestrian Pathway which connects the TOW neighborhood to the Orange County regional trail system, and new pathway adjacent to Laguna Canyon Road, from the College of Art and Design to the City's Act V Parking Lot. Both trails bisected natural coastal sage scrub so determining the lowest impact design while meeting the goals of the project fell within his team's scope. His experience in designing with natural materials, as well as his in-depth knowledge of this region's California native plant families, were keys to the success of these projects. Golden Valley Road, Santa Clarita, CA (Landscape Architect) Steve prepared the landscape concept plan for preliminary approvals and later the landscape construction documents. This project was a street widening and renovation project was adjacent to and spanned the Caltrans right of way at SR-14. He worked closely with the City's staff to incorporate the new landscape items into the existing. Existing points of connections were used where possible and new ones were installed where necessary. One particular challenge discovered during design was the lack of an existing power source for an area of new landscape. Steve's knowledge of cutting edge products within his industry, which is a result of maintaining his Certified Irrigation Auditor and EPA WaterSense Partner credentials, allowed him to suggest to the City the use of a newly released solar powered controller that would meet the most current water saving requirements. Avoiding the need to install a new electrical supply saved the City design and construction costs. Miraloma Streetscape, Anaheim, CA (Landscape Architect) Steve prepared the landscape concept plan for preliminary approvals and later the landscape construction documents. While the project was mainly a property conversion from commercial use to a ground water recharge basin, the streetscape was considered an important element for community acceptance. Working closely with the staff of the Orange County Water District, Steve's past experience as a landscape contractor gave him the ability to accurately determine the existing planting and hardscape elements that could be salvaged to not only save money, but provide a more mature look to the finished product. His knowledge of California native plant material and the most current irrigation methods and materials resulted in reduced cost relative to construction, water savings, and lower maintenance requirements. Mecca Streets Revitalization - Economic Development Agency, Riverside, CA (Landscape Architect) Steve prepared the landscape conceptual drawings and construction documents for this 2013 APWA merit award -winning neighborhood/community redevelopment project. He worked closely with representatives of the County of Riverside's Economic Development Agency and its Transportation Department to provide landscape architectural services that met the desires and needs of both. Steve's coordination with other disciplines was a key element of the preliminary design. The conceptual drawings that his team prepared were used to communicate the intent. The drawings were also used in the securing of development funds. Steve's team took the project from conceptual through construction documentation. El Camino Real/Carmel Mountain Road at Torrey Hills, San Diego, CA (Landscape Architect) Steve prepared the landscape construction documents for complete streetscape improvements, including 3 miles of streetscape within the right-of-way along El Camino Real from Carmel Valley Road and Carmel Mountain Road and the adjacent slope improvements (roughly 40 acres of constructed slopes), that would ultimately be maintained by the Sorrento Hills Landscape Maintenance District. The streetscape design included access driveways and intersections for commercial, multi -family residential, light industrial egress. Through design and construction, these egress points were relocated. Steve helped coordinate the ongoing plan modifications with the adjacent land owners and their contractors to make the necessary modifications to accommodate for these changes. At the west end of the Carmel Mountain Road improvements, it was necessary to prepare for a future onramp at 1-5. The improvements within this area were designed and processed in accordance with the Caltrans standards. Throughout the project, Steve coordinated closely with Caltrans and the local neighborhood representatives. He also provided construction management services from preliminary construction through project buy -off from the maintenance district and/or Caltrans. Denotes projects completed with other firms 25F-257 - Starnes •Proposal for On Call Smrmwater Project Design Services �, Sebourn Suvey, Mapping, and Legal Education • AS, Survey Registrations/Certifications • Professional Land Surveyor #8395, CA Why select • Two decades of professional experience in land surveying and mapping • Extensive experience in land surveying and mapping education • Served as California Land Surveyors Association's Director * Denotes projects completed with other firms Greg has more than 20 years of professional experience in numerous aspects of land surveying and mapping. His expertise includes business development, project management, client management, and surveying, mapping, and map checking services. Greg works with public and private entity clients throughout Southern California supporting monument preservation efforts, and design topographic, and construction surveys for pavement, sewer, and right-of-way improvement projects. On -Call Services, City of Anaheim City -Wide Sanitary Sewer Improvement Program *, Anaheim, CA, Senior Survey Project Manager This project involved several miles of new pipelines together with short segments to repair the aging infrastructure. Greg deployed substantial resources quickly, allowing for several construction sites to be served simultaneously. His services included design topographic surveying, construction surveying, and monument preservation. With several thousands of feet of new sanitary sewer lines being laid simultaneously, quality assurance and quality control procedures were an integral part of daily activities. On -Call Surveying and Mapping, MWD of Southern California County of Riverside, CA, Survey and Mapping Task Leader Greg led the effort to conduct boundary and topographic surveys over portions of MWD pipeline easements and related properties. The project included several miles of pipeline, as well as dozens of properties and easements. The boundary covered several Public Land Survey System Sections, as well as rancho boundaries. His deliverables included CADD files, point files, GIS .SHP files, and a Record of Survey map filed with the Riverside County Surveyor. Joint Outfall "J" Trunk Sewer Unit IE Section 3 Protection at La Rotonda Canyon Rancho Palos Verdes, CA Principal In -Charge I Senior Project Manager The County Sanitation Districts of Los Angeles County (Districts) selected Stantec to provide digital topographic mapping by field surveying and drafting services for the subject project. The project area surveyed and mapped was La Rotonda Canyon and protective concrete and grouted riprap improvements approximately 700 feet southwest from the cul-de-sac at the end of La Rotonda Drive within the Trump National Golf Course in the City of Rancho Palos Verdes. j w 25F-258 ' Stantec •Proposal for On Call Smrmwater Project Design Services The project required Stantec to retrace a previous survey and tie new control and monitoring stations to the network. Additionally, the Districts requested surface modeling of the canyon and the outlet of the canyon at the Pacific Ocean where a 150- to 200-foot vertical cliff existed. To collect the surface data Stantec used conventional and non-traditional methods. Photogrammetry provided for large-scale mapping while terrestrial methods (total stations) created a more detailed data set. Due to the vertical drop and the dangers of working near the slope, Stantec utilized an Unmanned Aerial Vehicle (UAV) to collect surface data without endangering staff safety. Together with the photogrammetric data, terrestrial data, and UAV data, Stantec was able to create a detailed model for monitoring and design purposes. This was the first time that the Districts had used UAV technology on a pipeline project. The project was delivered on time and on budget. IRWD Zone A to B and Zone A to C BPS, Irvine, CA, Project Surveyor Greg provided land surveying services required to design and build Zone A to B and Zone Ato C BPS at PA 5B Eastwood Village. Land surveying and mapping services included aerial control, right-of-way base mapping, topographic design surveying, and 10-scale mapping. Multiple On -Call Map Checking*, Public Municipalities Southern California, Quality Assurance/Quality Control Supervisor Greg has provided map checking services to numerous municipalities and other agencies for more than 10 years. Reviewing and verifying final maps, parcel maps, Records of Survey, Corner Records, certificates of compliance, lot line adjustments, legal descriptions, and plats for compliance and conformity with local and state regulations has allowed Greg to sharpen his QA/QC skills. Greg has provided map and survey document checking for the Cities of Irvine, Fullerton, Montebello, Covina, Baldwin Park, Bell Gardens, and Cudahy, as well as the County of Orange and others. Santiago Canyon College — Coastkeeper Demonstration Garden* 2008 , Project Leader Greg was the project leader providing boundary, topographic, and construction staking services for the Coastkeeper Demonstration Garden at Santiago Canyon College in Orange, California. The project involved topographically surveying portions of the college campus and a Metropolitan Water District (MWD) of Southern California pipeline easement traversing the campus. More than 2,500-feet of trails lined with native vegetation were laid, along with five complex vignettes constructed for students and visitors to study landscaping with native and drought -tolerant vegetation. The project required a high level of coordination between the college administrative staff, district leaders, the City of Orange, MWD, Orange County Coastkeepers, and several firms representing civil engineering, architecture, landscape architecture, electrical engineering, and other disciplines. The award - winning Coastkeeper Demonstration Garden remains a significant resource for the education community and neighbors —demonstrating the use and management of native vegetation, drought -tolerant plants, and best practices in conservation landscaping. On -Call Surveying and Mapping, Metropolitan Water District (MWD) of Southern California*, Metropolitan Water District (MWD) , County of Riverside, CA, Survey and Mapping Task Leader Greg led the effort to conduct boundary and topographic surveys over portions of MWD pipeline easements and related properties. The project included several miles of pipeline, as well as dozens of properties and easements. The boundary covered several Public Land Survey System Sections, as well as rancho boundaries. His deliverables included CADD files, point files, GIS .SHP files, and a Record of Survey map filed with the Riverside County Surveyor. Robert W. Goldsworthy Desalter* , WRD , Torrance, California , 2014 , Project Surveyor The Goldsworthy Desalter expansion required implementing a control survey, centerline and right-of- way alignment survey, terrestrial topographic survey, and a photogrammetric survey. The project required a high -precision geodetic control survey to tie current conditions and control to the historic control used at the time the facility was first constructed. Additionally, the survey required setting seven aerial targets for correlation of imagery to ground conditions. Once the data was collected from photogrammetric processes, a ground survey of key topographic features was conducted. One innovation expanded the aerial coverage beyond the initial work limits in anticipation that the project scope could be revised to accommodate certain conditions. The additional photogrammetric coverage had no additional cost and remains available should WRD choose to revise the route or limits of design. The survey data was delivered on schedule and on budget in March 2014. Denotes projects completed with other firms 25F-259 i Stantec Proposal for OnCallSmrmwater ProjectDesign Services N inyo and Moore Michael is a principal geologist with Ninyo & Moore and has extensive experience in providing engineering geology consultation Michael Putt • in Southern California. Michael has extensive experience on a variety of project types, including highways, bridges, bore and PG, CEG jack tunneled undercrossings, hillside and flat -land mass grading Geotechnical projects for residential, commercial, and industrial developments, pipelines, and forensic investigations. Michael performs project Education administration and management, prepares and reviews geologic BS, Geology and geotechnical reports and provides third party review services for geotechnical reports. He conducts geologic and geotechnical Registrations/Certifications field evaluations, including detailed logging of large- and small- • Professional Geologist #7581, CA diameter borings and trenches, and geologic evaluation/mapping. • Certified Engineering Geologist # 2341, CA Projects have included fault hazard evaluations, landslide studies, slope stability analysis, seismic refraction studies, geologic reconnaissance studies, forensic evaluations, and construction and inspection services. City of Santa Ana, Warner Avenue Storm Drain (Principal Geologist) Michael provided geotechnical services for the Warner Avenue Storm Drain project located in Santa Ana, California. The project consisted of a 14-foot-wide by 6-foot-deep reinforced concrete box, and 60-inch-diameter reinforced concrete pipes that connected to existing storm drain pipes in the project area. The primary geotechnical considerations for the project included the stability of temporary excavations and need for shoring, relatively shallow groundwater and construction dewatering, and potential uplift forces on the storm drains due to the shallow groundwater. Services included review of background materials, subsurface exploration consisting of three exploratory borings, laboratory testing to evaluate soil characteristics, geologic and engineering analyses, and preparation of a written report representing findings and geotechnical recommendations. Los Angeles Bureau of Engineering, Stormwater Capture Parks Program, Los Angeles, CA(Principal Geologist) Michael provided geotechnical consulting services for the Los Angeles Bureau of Engineering Stormwater Capture Parks Program Project located in Los Angeles County, California. The program captures up to 2,912 acre-feet of stormwater and urban runoff per year that drain from 5,868 acres within a ads 25F-260 Stamec •Proposal for On Call Stormwater Project Design Services portion of the San Fernando Valley in order to reduce the potential for flooding, improves stormwater quality, increases water supplies through stormwater capture, and provides recreational, social, and economic benefits. The project consisted of the installation of underground infiltration galleries, dry wells, catch basins, diversion structures, pump stations, hydrodynamic separator units, flow measuring devices, supervisory control and data acquisition, educational signage, and park restoration/ improvements. Services included project coordination, background review, permit acquisition, coordination with Underground Service Alert for utility markout, subsurface evaluation, 15 cone penetration tests (CPTs) to depths of up to approximately 50 feet below the ground surface, percolation testing (falling head and constant head testing) in 15 borings, laboratory testing of collected samples, analytical characterization and disposal of drummed soil, compilation and analysis of the collected data, and preparation of geotechnical reports. County of Los Angeles, Green Streets Master Plan Part 2 (Principal Geologist) Michael performed a geotechnical study for the County of Los Angeles Department of Public Works' Green Streets Master Plan Part 2 Project. The purpose of our services was to provide geotechnical subsurface and infiltration data for five sites located within the cities of Westmont, Altadena, Rowland Heights, Valinda, and Agoura Hills, California. Services included a subsurface evaluation and extensive geotechnical laboratory testing was performed on the subsurface soil samples collected at each site. Constant and falling head infiltration testing was performed in each drywell using a continuous rotation of three 10,000-gallon water trucks. The flow rates were measured using a digital flowmeter and continuous datalogger and manual readings were collected during the testing. Total volumes of discharged infiltration water at each drywell site ranged from 17,000 to 56,000 gallons. Infiltration testing results were presented in graphical format in a second data report for the project. Cypress Storm Drain Replacement Project, Cypress, CA (Principal Geologist/Project Manager) Michael provided a geotechnical evaluation for the Walker Street, Aspen Street and Hanover Drive Storm Drain Replacement project located in Cypress, California. The purpose of the study was to evaluate the subsurface soil and geologic conditions along the project alignment and to provide geotechnical recommendations for design and construction of the new storm drains. Myra Avenue Storm Drain and Sewer Improvements, Cypress, CA (Principal Geologist/Project Manager) Michael provided geotechnical consulting services for the Myra Avenue Pump Station No. 3, Storm Drain and Sewer Improvement project located in Cypress, California. The purpose of the geotechnical services were to evaluate the geotechnical characteristics of the subsurface soils as they pertain to the design and construction of the proposed pump station, storm drains, laterals, catch basins, and sewer replacements. Orange County Sanitation District/Plant No. 2, Job 132-105, Digester Ferric Chloride System Rehabilitation (Project Geologist) Michael served as project geologist providing a geotechnical evaluation report for final design. Services included review of historical background documents, exploratory borings, laboratory testing, and geotechnical engineering. The geotechnical report addressed geologic conditions and seismic hazards, groundwater, seismic design parameters, site earthwork and foundations. Recommendations were presented for structure pad earthwork, mat foundation designs, trenching and shoring, lateral earth pressures, and construction dewatering. Orange County Sanitation DistricHMagnolia Trunk Sewer Rehabilitation (Project Geologist) Michael served as project geologist for a design -build project to rehabilitate the trunk sewer line utilizing the slip lining technique. The slip lining technique involves the excavation of access pits through relatively soft alluvial soil below groundwater to expose the top of the sewer pipeline for installation of the liner. Services included geotechnical and environmental consulting services during the design phase that included preparation of geotechnical evaluation reports, environmental screening for soil and groundwater contamination including aerially deposited lead, performance of pre -construction site condition surveys, and preparation of a vibration monitoring plan. County of Orange/Rossmoor Storm Channel Improvements (Principal Geologist/Project Manager) Michael provided geotechnical consulting services for the Rossmoor Storm Channel Improvements Project. The project involved the design of three alternative improvement concepts for the channel that has deteriorated with age and threatens adjacent properties with overflows. The improvement alternatives included reconstructing the channel walls with vertical retaining walls and/or slopes at various inclinations. The project was performed in collaboration with Orange County Public Works and Orange County Flood Control District. Stamen • Proposal for Or Call SmrmwaterProject Design Services 25F-261 M Sherry Weinmeier PE, ENV SP, LEED AP BD+C Principal -in -Charge Sherry is a proven and highly respected leader in the A-E industry, having delivered civil engineering and design services for public agency clients throughout California for more than 30 years. Sherry's extensive expertise includes concept -level infrastructure design through final design services for large-scale master planned communities, a wide range of local public works facilities. Sherry's outstanding commitment to collaboration and communication, strong understanding of details, and dedication to owners' goals has resulted in her projects regularly being delivered on schedule and within budget. Education • BS, Civil Engineering RegistrationslCertifications • Professional Engineer#41751, CA Envision"' Sustainability Professional (ENV SP), Institute for Sustainable Infrastructure LEED AP Building Design +Construction, U.S. Green Building Council Relevant Experience Santa Ana Cycle Track, Santa Ana, CA (Project Manager) CV Link, Coachella Valley, CA(Engineering Project Manager) Redondo Beach Cycle Track, Redondo Beach, CA (Civil Lead) Maine Avenue Complete Streets, Baldwin Park, CA (Roadway Task Lead) Heritage Park Parking Lot Improvements, Irvine, CA (Project Manager) * Denotes projects completed with other firs D� Hayes PE Project Plan ninglFeasibility Studies Dan has more than 24 years of civil engineering experience with extensive experience in structural analyses and design, and preparation of design plans, specifications and cost estimates for retaining walls, water systems, pump stations, channels, dams and reservoir facilities. He has been involved in the structural analysis and design of several retaining walls, water recharge and flood control projects in Riverside, San Bernardino, Orange, and Los Angeles counties. Education • BS, Civil Engineering and Environmental Engineering Registrations • Professional Engineer #63132, CA Relevant Experience • Newport Boulevard Widening and Rehabilitation, Newport Beach, CA • Oso Parkway Widening and Rehabilitation, Mission Viejo, CA • Michaelson Floodwall Design, Irvine, CA • San Diego Creek Invert Repair Project, Irvine, CA • Laguna Beach Pacific Vista Slope Stabilization, Laguna Beach, CA Villa Park Dam, Orange County, CA • Newland Street Improvements, Orange County, CA 25F-262 Stamec • Proposal for On Call Smrmvafer Project Design Services Kohan Environmental and Regulations/Compliance Kevin coordinates major land development projects through the administrative review process at local, state, and federal levels for both public agency and private sector clients. He manages inter- disciplinary teams of regulatory compliance experts, planners, landscape architects, biologists, wetlands specialists, and mitigation monitors. Kevin has consulted on numerous endangered species Section 7 assignments —including coordinating a team of water engineers on implementing reclaimed water usage in Castaic, California. His clear understanding of state water issues and associated environmental policies has resulted in successfully working with the Riverside County Habitat Conservation Agency - Endangered Species. Additionally, Kevin has prepared and processed resource permits through the USACE, USFWS, CDFW, and RWQCB. Education • MA and BA, Urban Planning Relevant Experience • Main Street Downtown Corona*, CA (Environmental Task Manager) Nichols Road Bridge*, Lake Elsinore, CA (Urban Planner) Alberhill Villages Specific Plan*, Lake Elsinore, CA (Project Manager) Bridal Creek Specific Plan*, County of Riverside, CA (Urban Planner) * Denotes projects completed with other firs Jare,. Varonin Environmental and Regulations/Compliance Jared manages our biological services program in Southern California. He is an established thought leader on issues relating to stream and wetlands restoration, fish migration, rare plants, and endangered species. Over the past 17 years, Jared has earned a reputation for persevering in the face of challenges and getting things done, applying his scientific expertise and experience to overcome complex environmental challenges, develop creative mitigation strategies, and analyze impacts. Education BS, Ecology and Systematic Biology Relevant Experience • Westlake Trails Project*, Westlake Village, CA (Lead Biologist) • Special Status/Pre-Construction Surveys and Biological Monitoring*, Simi Valley, CA (Project Manager/Lead Biologist) • Virginia Colony Biological Assessment and Constraints Analysis*, Moorpark, CA (Lead Biologist) • USACE Santa Ana River Marsh Habitat Restoration and Bird Surveys*, Orange County, CA (Project Manager/Lead Biologist) • USACE Santa Ana River Mainstem Project*, Riverside/Orange Counties, CA (Project Manager/Lead Biologist) • Calleguas Creek at Upland Road Landscape Installation Project*, Camarillo, CA (Project Manager/Lead Biologist) Stamec •Proposal for OnCall Smrmwater Project Design Services 25F-263 M Gilberto Ruiz Environmental Documentation/Permitting Environmental Planning With more than 18 years of progressive environmental consulting experience, Michael's expertise involves land uses subject to discretionary agency approvals and public environmental review. He provides environmental services and leads multi -disciplinary teams through all project phases. Michael has experience with aerospace, commercial education, industrial, oil and gas, power, recreation, renewable energy, residential, transportation, water, and wastewater land uses. Education MA, Urban & Regional Planning BA, Spanish Literature Relevant Experience 1-10 High Occupancy Toll Lanes Community Impact Assessment—Caltrans District 7*, Los Angeles, CA 1-405 Widen ing—Caltrans District 12*, Orange County, CA SR 91/71 Interchange Project—Caltrans District 8* CA Regional Landfill Options for Orange County (RELOOC) EIR*, Orange County, CA Muskingum Drive Sewer Diversion Project IS/MND* Los Angeles, CA • Laguna Nigel to San Juan Capistrano Passing Siding Project* San Juan Capistrano, CA • Centinela Grade Separation Study* Inglewood, CA * Denotes projects completed with other firs Vicky Ito PE, QSP/QSD, LEED AP Project Design Vicky has more than 17 years of urban development experience including residential subdivision, commercial development, and power transmission and distribution. She has prepared Water Quality Management Plans, preliminary site plans, construction documents, hydrology reports and Stormwater Pollution Prevention Plans as well as coordinated with regulatory agencies. Education • BS, Civil Registrations • Professional Engineer #73766, CA • QSP/QSD # 25810 • LEED AP Relevant Experience Mesa Substation - Hydrology Report and Preliminary Design for Water Quality Basin, Los Angeles, County, CA • House of Imports - WQMP, Buena Park, CA • Brightwater Residential Development, Huntington Beach, CA • Anaheim Convention Center Betterment VI - Backbone Sewer Relocation, Domestic Water and Storm Drain Facilities, Sewer Study, Anaheim, CA • The Covey (Dickerson School Site), Buena Park, CA ® 25F-264 Stamec •Proposal for On Call Smrmwater Project Design Services Eric Walker PE Project Design Jonathan has authored various grants for Southern California transportation clients, including Metro and Orange County Public Works. He is proficient in the Microsoft Office Suite, Google Earth GIS, Microsoft Project, EPANET, EPASWMM, HEC-HMS, AutoCAD, MicroStation, TruTraffic, and Synchro 8. Education • BS, Civil Engineering Registrations • Professional Engineer#88905, CA Relevant Experience Murano & Luminare Palm Springs, CA Brightwater Huntington Beach, CA Goleta-Gaviota 66kV Distribution Line Replacement Project, Santa Barbara, CA Rose Paving Office Building and Truck Yard, Santa Fe Springs, CA Tehachapi Renewable (TRTP) Segments 6 & Car -Max - Irvine, CA Transmission Project 11, Los Angeles, CA * Denotes projects completed with other firs Jeff Wilkerson PE Deputy Project Manager and Civil Design Jeff is an experienced engineer and project/task manager with 18 years of Orange County agency project experience, including for the City of Santa Ana. He regularly prepares PS&E packages for roadway improvements, site improvements, and water and sewer systems for numerous public and private agencies. He has significant knowledge of and experience adhering to and applying Caltrans; Green Book, APWA, and local agency, state, and Federal standards. Education • MS and BS, Civil Engineering Registrations/Certifications • Professional Engineer#63466, CA Relevant Experience Santa Ana Cycle Track, Santa Ana, CA (Project Engineer) Jeffrey Bike Trail Extension*, Irvine, CA (Engineering Task Manager) Howard Way, Century Place and 16th Street Roadway Rehabilitation, Costa Mesa, CA (Project Manager) Victoria Street Rehabilitation, Costa Mesa, CA (Project Manager) 17th Street/Tustin Avenue and Harbor Boulevard/ Wilson Street Intersections Improvements, Costa Mesa, CA (Project Engineer) 25F-265 Stamec Proposal for OrrCall SmcmwaterProject Design Services Jeff Dunn PE Civil Jeff has 23 years of experience in water resource engineering including domestic water, reclaimed water, and sewer facilities. His design experience consists of domestic water pipelines and pump stations, reclaimed water pipelines and pump stations, gravity sewers, force mains, and lift stations. He has been involved in the design of over 42 miles of pipelines ranging in diameter from 4 inches to 36 inches. In addition, he has experience in construction management and observation. He has completed over 25 planning studies and hydraulic analyses of domestic water, reclaimed water, and sewer collection system facilities. Education BS, Civil Engineering Registrations Professional Engineer#58455, CA Relevant Experience • Irvine DesalterMell Site Development, Irvine, CA • Water Master Plan Update, Laguna Beach, CA • Vista Del Verde Village 111, Bastanchury Sewer Pipeline, Yorba Linda, CA • Randall Street Domestic Water Improvements, Orange, CA • UCI Medical Center (UCIMC) Water Improvements, Orange, CA • Newport Beach 10.0-Million-Gallon Reservoir, Newport Beach, CA • Tonner Hills Water and Sewer Facilities Plan, Brea, CA * Denotes projects completed with other firs Michael Lu PE Civil Michael has nine years of diverse civil and environmental engineering design experience in wastewater treatment process, public utilities, and domestic utilities. In addition to engineering design, Michael has worked on numerous hydraulic modeling projects for water and recycled water distribution systems, as well as sewer collection systems. He also has experience working on environmental compliance projects, such as industrial wastewater discharge permitting and NPDES inspections. Michael has worked with the City of Los Angeles Bureau of Engineering, Irvine Company, Irvine Ranch Water District, Orange County Water District, Genentech, Brea Canon Oil Co, and various municipalities and local agencies. In addition to his experience on multi -million design projects, Michael has managed and served as the design lead on various small to medium-sized projects. Education MS, Environmental Engineering BA, Chemistry Registrations Professional Engineer#81310, CA Relevant Experience Planning Area 51 Sub -Area Master Plan Update, Irvine, CA North Vineyard Sewer Feasibility Study, Ontario, CA Planning Area 6 Sewer Flow Monitoring Study, Irvine, CA On -Call Hydraulic Modeling Services for IEUA, Various Locations, CA Irvine Ranch Water District (IRWD) Recycled Water Distribution System Analysis, Irvine, CA ® 25F-266 Stamec • Proposal for Or Call Smrmvafer Project Design Services Katie McNguyen :10 Landscape Architecturellrrigation Katie's more than nine years of landscape architecture experience has allowed her to see firsthand how to design a project from the ground - up. As a skilled landscape contractor and licensed landscape architect, Katie exhibits both hands-on experience and technical skills essential for design development and construction administration. Her construction administration experience involves plan checking, tagging trees in the field, and attending routine construction meetings. Katie focuses her designs on the ease of maintenance and creative plant layout options that are both environmentally conscious and aesthetically pleasing. Education • MA, Landscape Architecture • BA, Psychology Registrations • Registered Landscape Architect #6100, CA Relevant Experience • Maine Avenue Complete Streets, Baldwin Park, CA • Saddleback Church Parking Lot, San Juan Capistrano, CA • La Palma Recharge Basin, Anaheim, CA • Planning Area 40 Natural Treatment System (NTS) Basin, Irvine, CA • Top of the World Park, Laguna Beach, CA • 23201 Saguaro Renovation, Lake Forest, CA • University Town Center Offsite Roadway Improvements, San Diego, CA * Denotes projects completed with other firs Jason Shockley PLS Survey, Mapping, and Legal Jason has more than 27 years of surveying experience as a certified party chief in land, boundary, and topographic surveys, as well as wet utility infrastructure, highway design, and construction surveys. He currently manages all crews and is responsible for reduction of all field data. Jason is proficient in the use of coordinate geometry computer programs, total station with data collectors, digital levels, and GPS equipment. His areas of expertise includes the management of large capital projects, geodetic and GPS surveys, and state plan coordinate system calculations and high precision vertical levels, and field crew safety and training. Education Chief Program, International Union of Operating Engineers Registrations • Professional Land Surveyor #9105, CA Relevant Experience • Orange County Sanitation District On -Call Surveying Services, Orange County, CA • Mesa Consolidated Water District On -Call Survey/ Mapping Services, Costa Mesa, CA • 930 Zone Recycled Water Reservoir and Pipeline, Chino Hills, CA • Morris Reservoir Bathymetric Survey, West Covina, CA Downtown Sewer Rehabilitation *, Long Beach, CA Santa Monica Sewer Rehab *, Santa Monica, CA County of Los Angeles Department of Public Works As -Needed Survey Services, Los Angeles County, CA Stamec • Proposal for Or Call Storm vafer Project Design Services 2 5 F -2 V 7 ■ PLS, CP Survey, Mapping, and Legal Aerial Photogrammetry Ramon has extensive experience in photogrammetric production and management, with a strong emphasis on digital applications, gained during his employment with Genge/Murray & McCormick Aerial Surveys, Stewart Geo Technologies, Saudi Aramco, and the Philippine government. He has supervised departments of 15-30 production personnel using state-of-the-art photogrammetric equipment and techniques to complete large -area, high -accuracy projects for public agencies. Ramon is a licensed Land Surveyor in California. He is also an ASPRS-certified photogrammetrist and served for three years as Regional Director, ASPRS Southwest Region. He is the Executive Vice President & Principal of Geospatial Professional solutions, Inc. (GPSI). Education • BS, Geodetic Engineering Registrations Professional Land Surveyor #9431, CA ASPRS Certified Photogrammetrist # 1271 Relevant Experience Los Angeles River Photogrammetry & Lidar Mapping, US Army Corps of Engineers, Los Angeles District, Los Angeles City, CA Lake Mathews Photogrammetry Mapping, Metropolitan Water District, Riverside County, CA Wittman Drainage & Rawhide Wash Lidar Mapping, Maricopa County Flood Control District, Maricopa County, AZ • Whittier Narrows Dam Photogrammetry & Lidar Mapping, US Army Corps of Engineers, Los Angeles District, South El Monte, CA • Riverside Levees Photogrammetry & Lidar Mapping, US Army Corps of Engineers, Los Angeles District, South El Monte, CA ® 25F-268 Stanter. Proposal for OnCall Smrmwater Project Design Services 25F-269 EXHIBIT C FEE PROPOSAL August 12, 2020 Mr. Craig Foster, CPSWQ, QSD/P City of Santa Ana NPDES Manager 20 Civic Center Plz (M-22) Santa Ana, CA 92701 RE: Fee Proposal for No. 20-102 On -Call Stormwater Project Design Services Dear Mr. Craig: ® Stantec At Stantec, we strongly believe that the measurement of value is partially referenced from pricing, but also from credentials and capabilities. Our proposal has been created with an understanding of this balance. We have included a standard hourly fee schedule for our employees and subconsultants on the following pages. We also understand that any rate change, after being awarded, needs your written approval. Thank you again for considering us to provide our services for your on -call projects. We look forward to working for you with the assurance that we will commit our best resources for your upcoming projects. Sincerely, STANTEC CONSULTING SERVICES INC. Roger Chung, PE, CFM, QSD/P, F. ASCE Project Manager roger.chung@stantec.com 949-491-5615 Sherry Weinmeier, PE, LEED AP, ENV SP Principal -in -Charge sherry.weinmeier@stantec.com 949-923-6265 25F-270 Proposal for On Call SmrmwarerProject Design Services STANTEC RATE SCHEDULE LABOR CLASSIFICATION Senior Principal BILLING LEVEL HOURLY RATE 17 $234 Senior Project Manager 16 $225 Project Manager 15 $211 Project Engineer 14 $201 Design Engineer 13 $185 Engineering Designer 12 $177 Survey Analyst 13 $185 Survey Technician 11 $168 Senior Technologist 11 $168 Design Technician 10 $158 Senior CAD Technician 9 $152 CAD Technician 8 $142 Senior Administrative Support 7 $137 Administrative Support 6 $126 Two -Person Survey Crew N/A $285 'Rates for a typical project and excludes legal services REIMBURSABLE EXPENSES Plots/Large Format RATE RATE $0.450/sf (black and white) $2.50/sf (color) Small Format Prints (8.5"x11") $0.060/ea (black and white) $0.75/ea (color) Small Format Prints (11"x17) $0.130/ea (black and white) $0.150/ea (color) Delivery to City Offices $30 round trip Delivery to Stantec Irvine Office $22 round trip Foamcore Mounting $3.500/sf (3/16") $4.500/sf (1/2") Edge Binding $1.250/ea (standard) $2.500/ea (screw post) Mylar (4 mil) $0.950/sf Expenses will be billed at cost plus 10% ®Stantec 25F-2/ 1 Stantec Proposal for OrrCall Smrmvafer Project Design Services Professional Staff Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist _ $ 195 Senior Engineer/Geologist/Environmental Scientist.. _.___..........__..........__ $ 190 Senior Project Engineer/Geologist/Environmental Scientist _.____.___.___.___.__ $ 185 Project Engineer/Geologist/Environmental Scientist.... .___.. _.__. _._... ____.___._ $ 175 Senior Staff Engineer/Geologist/Environmental Scientist _.___ _.__. _.__. __.___.___ $ 150 Staff Engineer/Geologist/Environmental Scientist. _. __. _..... _. __.__.....__ $ 145 GIS Analyst _.... _.. _. __. $ 125 Technical Illustrator/CAD Operator _._ _._ __.. _.. $ 103 Field Staff Certified Asbestos/Lead Technician Field Operafions Manager Nondestructive Examination Technician (UT, MT, LP) Supervisory Technician __..... Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing). Senior Technician __.__ _...... __.... __.... Tcrhniri.n $ 185 $ 125 $ 119 $ 115 $ 109 $ 108 $ 103 Administrative Staff Information Specialist __ ......... ... ....__. .. __.__.....__ $ 85 Geotechnical/Environmental/Laboratory Assistant ...... ........ ......... ....... ................. $ 80 Data Processor ........ .......... ....... ....... ................. $ 75 Concrete Coring Equipment (includes technician) ............ ............. ........... ......... Anchor Load Test Equipment (includes technician) ......... ......... .......... ..... GPR Equipment Inclinometer Hand Auger Equipment Rebar Locator (Pachometer) Vapor Emission Kit Nuclear Density Gauge X-Ray Fluorescence PI D/FID _...... Air Sampling Pump Field Vehicle. Expert Witness Testimony Direct Expenses ...._.. __.... ....___. __....... .................... Special equipment charges will be provided upon request. $ 190/hr .._. $ 190/hr $ 180/hr $ 100/hr $ 80/hr $ 25/hr $ 65/kit $ 121hr $ 70/hr $ 25/hr $ 10/hr $ 15/hr $ 450/hr Cost plus 15 % For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays. Field technician and special inspection hours are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours. Invoices are payable upon receipt. A service charge of 1.5 percent per month may be charged on accounts not paid within 30 days. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable. The terms and conditions are included in Ninyo & Moore's Work Authorization and Agreement form. Ninyo&Moore I Santa Ana Stormwater Project Design I SO4-02926 I August 12, 2020 CAI 5 Stantec 25F-272 Starnes • Proposal for OrrCall Smrmwater Project Design Services Atterberg Limits, D 4318, CT 204.. California Bearing Ratio (CBR), D 1883 Chloride and Sulfate Content, CT 417 & CT 422 Consolidation, D 2435, CT 219 Consolidation, Hydro -Collapse only, D 2435 Consolidation -Time Rate, D 2435, CT 219 Direct Shear- Remolded, D 3080 Direct Shear- Undisturbed, D 3080 Durability Index, CT 229 Expansion Index, D 4829, IBC 18-3 Expansion Potential (Method A), D 4546 Geofabric Tensile and Elongation Test, D 4632 Hydraulic Conductivity, D 5084 Hydrometer Analysis, D 422, CT 203 Moisture, Ash, & Organic Matter of PeatlOrganic Soils Moisture Only, D 2216, CT 226 Moisture and Density, D 2937 Permeability, CH, D 2434, CT 220 pH and Resistivity, CT 643. Proctor Density D1557, D 698, CT 216, AASHTO T-180 Procter Density with Rack Correction D 1557 R-value, D 2844, CT 301 _... Sand Equivalent D 2419, CT 217 Sieve Analysis, D 422, CT 202 Sieve Analysis, 200 Wash, D 1140, CT 202 Specific Gravity, D 854 Thermal Resistivity (ASTM 5334, IEEE 442) Tr axial Shear, C.D, D 4767, T297 Tr axial Shear, C.U., wlpore pressure, D 4767, T2297 per pt Triaxial Shear, C.U., wlo pore pressure, D 4767, T2297 per pt Traxial Shear, U.U., D 2850 Unconfined Compression, D 2166, T 208 170 550 175 300 150 200 350 300 175 190 170 200 350 220 120 35 45 300 175 220 340 375 125 145 100 125 925 550 450 350 250 180 MASONRY Bride Absorption, 24-hour submersion, 54v boiling, 7-day, C 67 $ 70 Brick Compression Test, C 67. $ 55 Beck Efflorescence, C 67 $ 55 Brick Modulus of Rupture, C 67 $ 50 Brick Moisture as received, C 67 $ 45 Bede Saturation Coefficient, C 67 $ 60 Concrete Block Compression Test, 3x8xl6, C 140 $ 70 Concrete Block Conformance Package, C 90 $ 500 Concrete Block Linear Shrinkage, C 426 $ 200 Concrete Block Unit Weight and Absorption, C 140 $ 70 Cores, Compression or Shear Band, CA Code $ 70 Masonry Grout 30A prism compression, C 39 $ 45 Masonry Mortar, 2x4 cylinder compression, C 109 $ 35 Masonry Prism, half size, compression, C 1019 $ 120 Masonry Prism, Full size, compression, C 1019 __...... $ 200 REINFORCING AND STRUCTURAL STEEL Chemical Analysis, A 36, A 615 $ 135 Fireproofing DensityTest UBC 7-6 $ 90 Hardness Test, Rockwell, A 370 $ 80 High Strength Bolt Nut & Washer Conformance, per assembly, A 325 $ 150 Mechanically Spliced Reinforcing Tensile Test ACI $ 175 Prestress Strand(7 wire), A 416 $ 170 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 $ 75 Structursl Steel Tensile Test Up to 200,000 lbs., A 370 $ 90 Welded Reinforcing Tensile Test: Up to No. 11 bars, AC .. $ 80 Compression Tests, 6x12 Cylinder, C 39 __.....$ 35 Concrete Ma Design Review, Jab Spec.._.. _.....$ 300 Concrete Ma Design, per Trial Batch, 6 cylinder, ACI $ 850 Concrete Cores, Compression (excludes sampling), C 42 $ 120 Drying Shrinkage, C 157 _....$ 400 Flexursl Test, C 78 $ 85 Flexuml Test, C 293 $ 85 Flexuml Test, CT 523 $ 95 GunitelShotcrsle, Panels, 3 cut cores per panel and test, ACI $ 275 Lightweight Concrete Fill, Compression, C 495 $ 80 Petmgrsphic Analysis, C 856 $ 2,000 Restrained Expansion of Shrinkage Compensation $ 450 Splitting Tensile Strength, C 496 $ 100 3x6 Grout (CLSM), C 39 _... $ 55 2x2x2 Nan -Shank Grout C109 $ 55 ASPHALT Air Voids, T 269 $ 85 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) $ 4,500 Asphalt Mix Design Review, Jab Spec $ 180 Dust Proportioning, CT LPA $ 85 Extraction, % Asphalt, including Gradation, D 2172, CT 382 $ 250 Extraction, % Asphalt without Gradation, D 2172, CT 382 $ 150 Film Stepping, CT 302.. _..._.$ 120 Hveem Stability and Unit Weight D 1560, T 246, CT 366 $ 225 Marshall Stability, Flow and Unit Weight, T 245 $ 240 Maximum Theoretical Unit Weight, D2041, CT 309 $ 150 Moisture Content CT 370. $ 95 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 $ 1,000 Slurry Wet Track Abrasion, D 3910 $ 150 Superpave, Asphalt Mix Verification (ind. Aggregate Quality) $ 4,900 Superpave, Gyratory Unit Wt., T 312. $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 $ 1,000 Unit Weight sample wean, D 2726, CT 308 $ 100 Voids in Mineral Aggregate, (VMA) CT LP-2. $ 90 Voids filled with Asphalt (VFA) CT LP-3 $ 90 Wax Density, D 1188 $ 140 AGGREGATES Clay Lumps and Friable Particles, C 142 $ 180 Cleanness Value, CT 227 $ 180 Crushed Partides, CT 205 $ 175 Durability, Coarse or Fine, CT 229 $ 205 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 $ 180 Flat and Elongated Particle, D 4791.. $ 220 Lightweight Partides, C 123 __ _$ 180 Lee Angeles Abrasion, C 131 or C 535 _......... $ 200 Material Finer than No. 200 Sieve by Washing, C 117 $ 90 Organic Impurities, C 40. $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 $ 1,250 Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 $ 950 Potential Reactivity of Aggregate (Chemical Method), C 289 $ 475 Sand Equivalent T 176, CT 217 $ 125 Sieve Analysis, Coarse Aggregate, T 27, C 136. $ 120 Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 $ 145 Sodium Sulfate Soundness, C 88. $ 450 Specific Gravity and Absorption, Coarse, C 127, CT 206 $ 115 Specific Gravity and Absorption, Fine, C 128, CT 207 $ 175 ROOFING Roofing Tile Absorption, (set of 5), C 67 __.....$ 250 Roofing Tile Strength Test, (set of 5),C67_........____........____........___$ 250 Special preparation of standard test specimens will be charged at the technician's hourly rate. Ninyo & Moore is accredited to perform the AASHFO equivalent of many ASTM test procedures. Ninyo&Moore I2019 Laboratory Testing 5 Stantec 25F-2/3 Stan tec Proposal for OrCallSmrmvaterProjecl Design Service s m O V m V V m v n w m w v m n n o] o m m d v n W m m w U} U} U} U} U} m w w m n n N v in w N N m n Y N m N m l6 m O .N ry m ifl W N N w _ y N U) m w v m v m O a N ei I� w N ifl w m d m v n N N n J y N 0 3 X N D m m v m O m N N w 3 — mV m N w -i ii CO N c O in m 0 .� n n E ti m v .� in m N a c n o] o] v n m N a m y .ti ti n ol O Col U a? n u N w m 0 0 0 O 3° m in w w ti O m o o0 d 0] m io io n m r<i w p w v v m m N ti ua ua ua ua ua ua N C � L V � N � ~ C V Y t0 O c� G V Y E �n E u E V E v m m° E E c O = O V W w w Y \ O V D a u o_ O N — O V V O '^ d a N W 0 L O o v L Q w a (7 Q a a V V m = o 0 2 m o a ua ua w E m a O V V O W U m E E m O C U a � w 0 L d Y 0 0 W E Vl m m 9 d C O t0 O c O N N « a E m V m a J dd o C 0 Y Y ULD 25F-274 m . a Lq irn d m 0 v n i M ti m d m 0 o Y ei ei w V N w m m w r� ry N m O U N O D O m m v = O ti m n p v m ti ua ua a ua mi a t L " W ( N f w c W f E ` L � V Y 0 Q N l N [ O O O L v J W l O - 0 0 [ Op < Q V f W Y W V c Q m \ v w f = V O w w n 0 a o E ` V a V Q 00MM113r1KII REQUEST FOR PROPOSALS (RFP) FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES RFP NO.: 20-102 CITY OF SANTA ANA Public Works Agency 20 Civic Center Plz (M-22) Santa Ana, CA 92701 Craig Foster, CPSWQ, QSD/P NPDES Manager (714) 647-5659 cfoster(asanta-ana.org for Release: Jay6n Gabriel Principal Civil Engineer Public Works Agency KEY RFP DATES (Subiect to change at discretion of City): Issue Date: Thursday July 16, 2020 Deadline for Requests for Information: August 1, 2020 Proposal Due Date: Thursday August 6, 2020 at 4:00 p.m. Projected Award Date: Tuesday September 15, 2020 25F-275 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for On -Call Stormwater Project Design Services. Responses to this Request for Proposals (RFP) will be accepted until Wednesday, August 12, 2020. Proposals shall be submitted electronically through the PlanetBids system. No other form of submittal will be accepted. It is the responsibility of the proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the proposal due date and time stated on the cover page of this RFP. Proposals shall NOT be mailed or sent via telegraphic, electronic or facsimile means. All notifications, requests for information, updates and addenda will be posted on the PlanetBids page at https://www.i)lanetbids.com/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. LETTER OF INTENT: As a courtesy to the City, all interested firms are encouraged to submit a Letter of Intent of their pending proposal to the noted Project Manager by the required date, as shown on the cover page of this REP. Letters shall be sent via certified mail or email. Failure to submit a Letter of Intent will not lead to disqualification of the firm. City of Santa Ana Page 2 TABLE OF CONTENTS L INTRODUCTION / PROJECT DESCRIPTION 4 II. INSTRUCTIONS TO PROPOSERS 5 A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING L CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS 7 A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION) 9 A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD 9 A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION 9 A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS 10 VIIL APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATION ATTACHMENT 4: CALTRANS REQUIREMENTS City of Santa Ana Page 3 I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana is seeking qualified engineering firms to design a variety stormwater projects on an as -needed or "on -call" basis. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1. Number of Proposals and Signature: Five (5) hard copies are required to accompany an electronic submittal of the complete proposal package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and be signed by a company official with the power to bind the company, and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate person with legal authority to bind the company. The Statement of Qualifications shall be limited to a maximum of (10) double -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Anal. Proposal exhibits shall be maximum 11" x 17". Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted is shown below: Relevant Project Experience 40% Firm/Team Experience 30% Understanding of Need 25% References 5 % The City has established a proposal review committee to evaluate proposers based on the response to this REP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. After ranking, cost negotiations may begin with the most qualified consultant and only their cost proposal will be opened. Should negotiations fail or result in a price that the City does not consider fair and reasonable, negotiations will be formally terminated and the City will then undertake negotiations with the second most qualified consultant. If the negotiations with the second most qualified firm are not successful, negotiations with the third most qualified consultant, and so on, until the price is determined to be fair and reasonable by the City. City of Santa Ana Page 4 II. Project Funding: Funding sources for each project may vary and shall comply with the funding agency's requirements. Special conditions may apply. Refer to Attachment 1 (Scope of Work) in the Appendix of this RFP. Project may be funded with State and Federal grant funds administered by the California Department of Transportation (Caltrans). Special conditions shall apply. Refer to Attachments 1 (Scope of Work) in the Appendix of this RFP for further information. Prevailing Wages: In accordance with the California State Labor Code, prevailing wage rates apply. Copies of the prevailing rate of per diem wages are on file with the Public Works Agency and shall be made available to any interested party on request. Term of Contract Agreement: The City desires to enter into contracts with the top scoring three (3) selected firms for an initial three (3) year term with a City option for one (1), two (2) year extension period. This term is outlined in the Standard Consultant Agreement, as contained in the Appendix of this RFP as Attachment 2. A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in this RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge concerning the required service operations and contractual matters, including payment of all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. City of Santa Ana Page 5 C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made only in writing to the Q&A section located in PlanetBids no fewer than five (5) calendar days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this REP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanyID-20137 as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City's project manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. The City will provide the Selected Proposer with a "New Vendor Checklist", which outlines insurance requirements. G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. H. PRE -PROPOSAL MEETING Should a pre -proposal meeting be scheduled, the date, time, and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question -and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. City of Santa Ana Page 6 The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractor(s) shall be identified in response to this RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non- responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or her designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by the Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. III. SUBMITTAL REQUIREMENTS A. GENERAL 1. The number of Proposal Copies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION 2. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION 1. STATEMENT OF QUALIFICATIONS a. Cover Letter: Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. City of Santa Ana Page 7 b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions contained in the Agreement attached herein as Attachment 2 in the Appendix. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. e. Relevant Project Experience: Proposal shall include a list of relevant projects, which your firm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, project location, year completed, and client name and contact information. City of Santa Ana staff may conduct site visits at select projects. f References: Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services provided by the consultant which details their experience and expertise with NPDES/stormwater project design work, as it pertains to the Scope of Work detailed in Attachment 1 of this RFP. 3. FEE PROPOSAL: City of Santa Ana ZZW2040Z. Page 8 The fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification ❖ Caltrans Exhibits as referenced in Attachment I Scope of Work under Special Provisions (also referenced in Attachment 4) IV. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The selection committee will be comprised of at least (3) City staff from multiple departments. The committee may interview the top recommend award of contracts to the proposers who City. The City reserves the right to begin negotiation interview or further discussions. V. CONTRACT AWARD s ranking proposers. The City will will provide the best value to the and enter into a contract without A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee and acceptance from Funding agency following financial audit, the Project Manager will recommend award contracts to the three top-ranking proposers that will provide the best value to the City. City of Santa Ana LfOrM40,3 Page 9 Appendix ATTACHMENT 2 SAMPLE ON -CALL AGREEMENT AGREEMENT TO PROVIDE STORMWATER PROJECT DESIGN SERVICES ON AN ON -CALL BASIS THIS AGREEMENT is made and entered into this , 2020 by and between ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On July 16, 2020, the City issued Request for Proposal No. 20-102, by which it sought a consultant to provide Stormwater Project Design Services on an on -call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-102. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services that were described in the scope of work that was included in REP No. 20-102 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in fill. 2. ALLOWABLE COSTS AND PAYMENTS a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Cost Proposal attached as Exhibit B. Consultant is one of two consultants selected to provide environmental site assessment services on an as -needed basis under RFP No. 20-102. The total compensation for these services provided by all consultants selected under RFP No. 20-102 to perform them shall not exceed $2,000,000 during the term of the Agreement, including any extension periods. This sum is comprised City of Santa Ana RFP 20-102 202IF-12$4 of (1) the base amount of $ and (2) an % contingency in the amount of $ for additional services at the City's sole discretion. b. Consultant will be reimbursed for hours worked at the hourly rates specified in Consultant's Cost Proposal attached as Exhibit B. The specified hourly rates shall include direct salary costs, employee benefits, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. In addition, Consultant will be reimbursed for incurred (actual) direct costs other than salary costs that are in the cost proposal and identified in the cost proposal and in the executed Task Order. C. Specific projects will be assigned to Consultant through issuance of Task Orders. After a project to be performed under this Agreement is identified by City, City will prepare a draft Task Order less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Consultant for review. Consultant shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost, the finalized Task Order shall be signed by both City and Consultant. d. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Consultant Cost Proposal. e. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. f. When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from City before exceeding such estimate. g. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. h. Consultant shall not commence performance of work or services until this Agreement has been approved by City, and notification to proceed has been issued by City. No payment will be made prior to approval or for any work performed prior to approval of this Agreement. A Task Order is of no force or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on a project, and work shall not commence until a Task Order for that project has been executed by City. City of Santa Ana RFP 20-102 2021F-1285 Consultant will be reimbursed, as promptly as fiscal procedures will permit upon receipt by City of itemized invoices in triplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number, project title, and Task Order number. Credits due to City that include any equipment purchased under the Equipment Purchase provision of this Agreement must be reimbursed by Consultant prior to the expiration or termination of this Agreement. Invoices shall be mailed to City at the following address: City of Santa Ana, Public Works Agency, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92702 M-36 and emailed to the project manager or respective staff. k. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agreement. The total amount payable by City for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by contract amendment. M. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed. n. Task Orders may not be used to amend this Agreement and may not exceed the scope of work under this Agreement. The total amount payable by City for all Task Orders resulting from this Agreement shall not exceed $2,000,000. It is understood and agreed that there is no guarantee, either expressed or implied, that this dollar amount will be authorized under this Agreement through Task Orders. 3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS a. Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. b. Consultant agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal City of Santa Ana RFP 20-102 2021F-1286 Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to City. 4. PERFORMANCE PERIOD a. This Agreement shall go into effect on the date first written above, contingent upon approval by City, and Consultant shall commence work after notification to proceed by City. This Agreement shall end on August 20, 2021, unless terminated earlier in accordance with Section 21. The term of this Agreement may be extended for up to two I -year periods upon a writing executed by the City Manager and City Attorney. b. Consultant is advised that any recommendation for contract award is not binding on City until the Agreement is fully executed and approved by City. C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this Agreement, the terms of the Agreement shall be extended by amendment. 5. STATE PREVAILING WAGE RATES a. If applicable, Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. b. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. 6. INDEPENDENT CONTRATOR 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 City of Santa Anga�RFP 20-102 � L 287 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. 7. 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. 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. 8. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary 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 California 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 City of Santa Anga�RFP 20-102 � L 288 to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to 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. 9. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the City of Santa Ana RFP 20-102 2021F-1289 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 11. RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of this Agreement, pursuant to Government Code 8546.7, Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and its certified public accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. 12. AUDIT REVIEW PROCEDURES a. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by mutual agreement shall be reviewed by City's Executive Director of Finance. b. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City's Executive Director of Finance of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. City of Santa Anga�RFP 20-102 � L 200 13. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 14. CONFLICT OF INTEREST a. Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing City construction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 16. 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: City of Santa Ana RFP 20-102 208"P-1201 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 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: 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 timeframes, weekends, federal, state, County or City holidays shall be excluded. 17. 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. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each parry 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. 18. SUBCONTRACTING a, Nothing contained in this Agreement or otherwise, shall create any contractual City of Santa Anga�RFP 20-102 �L � 22 relation between City and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to City for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from City's obligation to make payments to the Consultant. b. Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by City, except that which is expressly identified in the approved Cost Proposal. C. Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by City. d. All subcontracts entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. e. Any substitution of subconsultant(s) must be approved in writing by City prior to the start of work by the subconsultant(s). 19. EQUIPMENT PURCHASE a. Prior authorization in writing by City shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. b. For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by City, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this Agreement is subject to the following condition: "Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an City of Santa Ana RFP 20-102 29F ` 93 appraiser mutually agreeable to by City and Consultant. If it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City." 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. 20. 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. 21. TERMINATION City reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. City may terminate this Agreement should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by City. If City terminates this Agreement with Consultant, City shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to City exceeds the funds remaining in the Agreement, in which case the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 22. 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 in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 23. 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. 24. 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 City of Santa Ana RFP 20-102 29F ` 94 and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25. STATEMENT OF COMPLIANCE a. Consultant's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 — Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. d. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or City of Santa Ana RFP 20-102 29F ` 95 indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT'S Regulations, including employment practices when the Agreement covers a program whose goal is employment. 26. DEBARMENT AND SUSPENSION CERTIFICATION a. Consultant's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to City. b. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 27. 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: DAISY GOMEZ Clerk of the Council CITY OF SANTA ANA KRISTINE RIDGE City Manager City of Santa Ana RFP 20-102 29F ` 96 APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney John M. Funk Name: Assistant City Attorney Title: I: 1�/�/1 ►1 1 1":1 Nabil Saba Executive Director Public Works Agency City of Santa Ana RFP 20-102 29r�e—L9% EXHIBIT A SCOPE OF SERVICES (Left Blank Intentionally — For RFP Purposes Proposal Shall be Inserted here in Final Agreement) City of Santa Ana RFP 20-102 29F- 98 EXHIBIT B COMPENSATION Fee Proposal including hourly rates (from Consultant Proposal) (Left Blank Intentionally — For RFP Purposes Fee Proposal Shall be Inserted here in Final Agreement) City of Santa Ana RFP 20-102 29F ` 99 EXHIBIT C CERTIFICATIONS C-1 through C-3 (Left Blank Intentionally — For RFP Purposes Required Certifications [Appendix Attachment 3-1 through 3-3] Shall be Inserted here in Final Agreement) City of Santa Ana RFFP 20-102 29F-JVU Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any fimds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Signed and Printed Name: Title Date City of Santa Ana Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for fixrther Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions maybe imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana zar2naU14 Page A24 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES RFP NO. 20-102 INTRODUCTION/BACKGROUND The City of Santa Ana is 27.2 square miles and is located in central Orange County, California. Santa Ana is the most densely populated city in the county, with a total population of 338,247 and approximately 12,435 people per square mile. Santa Ana sits within three major watersheds: the Newport Bay watershed, the Santa Ana River watershed, and the Anaheim Bay/Huntington Harbour watershed. The City of Santa Ana is a co-permittee under the North Orange County Municipal Separate Storm Sewer System (MS4) Permit (Order No. R8-2009-0030, as amended by Order No. R8-2010- 0062). The Permit presents a series of technical, legal, and regulatory challenges to the City and as a result, the City has established a rigorous stormwater compliance program. The Permit requires the City to reduce the discharge of pollutants in urban stormwater runoff to Waters of the US to the "Maximum Extent Practicable". One of the most effective mechanisms in reducing pollutants and improving surface water quality is via the construction of structural Best Management Practices (BMPs). Stormwater infiltration, biotreatment, harvest and reuse, and diversion to the sanitary sewer are proven methods to achieve water quality goals and the City seeks to continue its proactive approach in implementing such projects. Additionally, structural BMPs can provide ancillary benefits such as increasing local water supplies, reducing flooding, and providing public education and recreational opportunities for Santa Ana residents. The City desires to retain Civil Engineering Consultants on an as -needed or "on -call" basis to design complex, regional stormwater capture and treatment projects and perform other stormwater-related tasks as outlined in the Scope of Services below. Professional Services Agreements will be entered into with the selected Civil Engineering Consultants and the selected Consultants will be asked to provide professional engineering services proposals on a project -by - project basis, based on an agreed -upon scope of services and fees. After review of the proposals and associated costs, the City will issue a Notice to Proceed (NTP) for the selected Consultant to begin work on the project/task. Funding sources for each project may vary. The City intends to seek local, State, and Federal grant moneys to fund regional stormwater projects and the selected firm shall comply with the funding agency's requirements. Additionally, all work shall be done in accordance with the most City of Santa Ana ZZW2QUO Page Al-1 recently adopted North Orange County MS4 Permit and any other applicable local, State, and Federal laws. Consultants shall utilize in-house staff and/or sub -consultants to complete assignments to meet the City's standards. For specialized work, for which the prime consultant requires a sub - consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant and shall include these administrative costs in their proposed project management fees. Prime consultant mark-ups for sub -consultant work will not be allowed. All proposals, plans, drawings, specifications, estimates, grant applications, modeling, studies, presentations, and/or reports will be subject to the final approval and satisfaction of the City. The selected consultants must have the expertise, experience, and demonstrated resources available to perform the work described in this RIP. The City desires to enter into Agreements with the three top-ranking firms for an initial three (3)- year term, with a City option to exercise one (1), two (2)-year extension period. The annual amount to be expended under the Agreement will vary at the City's discretion and will be dependent on available grant funding opportunities and local match availability. A. SCOPE OF SERVICES Work under this Agreement may include, but is not limited to, the following tasks below: 1) Project Planning/Feasibility Studies Firms shall be capable of performing the following tasks: a. Hydraulic computer modeling b. Stormwater sampling/monitoring/data analysis c. Flow monitoring studies d. Mapping services e. Hydrologic calculations f Preparation/review of Water Quality Management Plans (WQMP) g. Conceptual design/drawing h. Percolation rate testing/geotechnical reporting i. Coordination with outside agencies j. Project presentations k. Researching existing field conditions and utilities 1. Cost benefit analyses in. Technical feasibility and project impact analyses n. Drafting project planning documents o. Monitoring and alerting the City of potential grant funding opportunities City of Santa Ana Page Al-2 o. Any other work required to successfully plan for projects and adequately assess project feasibility 2) Environmental Documentation/Permitting Firms shall be capable of performing the following tasks: a. Prepare and file all necessary environmental documents and apply for all required permits including, but not limited to: i. California Environmental Quality Act (CEQA) ii. National Environmental Policy Act (NEPA) iii. Federal Clean Water Act Section 401 iv. Federal Clean Water Act Section 404 v. California Department of Fish and Wildlife (CDFW) Section 1602 vi. Orange County Sanitation District (OCSD) Discharge Permits vii. Orange County Flood Control District (OCFCD) Encroachment Permit 3) Project Design Firms shall be capable of performing the following tasks: a. Land Surveying b. Civil -Engineering Design c. Structural Design d. Geotechnical Design e. Architectural Design f. Electrical Design g. Mechanical Design h. Instrumentation and Control Systems Design i. Landscape Architecture and Irrigation Design j. Detailed Engineering/Cost Estimation k. Preparation of construction bid documents and specifications 1. Any other work required to complete project design General Requirements and Project Deliverables Design level survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City guidelines and in Microstation V8i Computer Aided Design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. All survey field notes shall be on forms provided by the City, shall be neatly completed in pencil, and shall become property of the City upon completion of the project. Informal field investigations including marking of removal areas may be required for some of the sidewalk, curb and gutter, and pavement replacement projects. City of Santa Ana Lar2naut Page AI-3 The Consultants shall contact manufacturers and/or contractors to verify the engineer's estimate prior to submitting to the City. Specifications shall be prepared in Microsoft Word and an electronic copy of the final version shall be furnished to the City. The City will provide the specification boiler plate to the Consultants. If requested, all preliminary and bid sets of plans shall be plotted on bond or velum paper using Microstation V8i CADD software program. All drawings shall be completed per the City of Santa Ana CADD Standards and any special provisions thereof. For interim submittals, the City may opt to receive only PDF versions of the plans for reviewing purposes. If so, the Consultant team will provided plans and/or specifications accordingly. All original plan sheets, the title sheet of the specifications, calculations, and reports shall be signed and stamped by the Consultants' licensed professional engineer responsible/in-charge of the project. The Consultants shall monitor project progress, maintain project files, and control the quality of the work performed by in-house staff and/or sub -consultants. Incomplete (not meeting targeted completion) or poor quality work will not be accepted. The Consultants shall revise the documents within a revised schedule set by the City, which may require overtime. No additional compensation necessary for the consultant to complete this work to the satisfaction of the City shall be approved by the City for the required revisions. It is the responsibility of the Consultants to produce a professional -level quality of work product. The Consultants shall coordinate plan check, design topics, permits and any other issues with the City, other Agencies, and all utility companies as required. At the direction of the City, the Consultants shall be the liaison with affected agencies. The Consultants' services for plans specifications and estimating (PS&E) for engineering project preparation and special studies/investigations shall include and be in conformance with the latest editions of the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water Works Association, California Department of Transportation, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and or Federal, State and local guidelines established in the project. As part of the preparation of the PS&E, the consultant shall prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards. The Consultants shall have complete responsibility for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City do NOT include a detailed checking of design or accuracy with which such designs are depicted in the documents and plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, thoroughly organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. City of Santa Ana zfarnauo Page Al-4 The Consultants shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan — at the request of the City, the consultant shall provide a detailed management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The Project Management Plan shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the Consultant shall submit the matter to the City for clarification. The Consultants shall perform engineering design services resulting in contract documents (plans, specifications and cost estimates "PS&E") for various projects on an as -needed basis. However, work tasks may include studies or a variety of engineering tasks. If requested by the City, the Consultants shall provide a Work Plan, which includes a detailed schedule of the assigned project prior to the issuance of a Notice to Proceed (NTT) and/or Task Order. Specific Task Orders with NTP's will be provided for project(s) at the discretion of the City. Work required per Task Order shall comply with the Scope of Services and additional provisions in each Task Order and this agreement. 4) Other Requirements Firms shall be capable of performing the following tasks: a. Assistance with local, State, and Federal Grant applications b. Construction and bidding phase support including, but not limited to: i. Responding to bidder inquiries during the bidding process, including preparation of any addenda. Following award of the construction contract, the Consultant may attend the pre -construction meeting. ii. Reviewing and approving submittals and shop plan drawings. The Consultant shall complete shop plan drawing reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. iii. Responding to written Requests for Information (RFI) to provide clarification or resolve discrepancies in the contract documents. Responses shall be completed within three (3) working days. iv. Providing periodic field reviews and bringing to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant has observed. The Consultant shall have no authority to issue instruction on behalf of the City, or to deputize another to do so. City of Santa Ana zfarnauu Page Al-5 c. Attending meetings with City Staff or on behalf of the City d. Development of Project Performance Monitoring Plans, Quality Assurance Project Plans (QAPP), or similar e. Conduct site visits during pre -construction, construction, and post -construction project phases f Construction management support g. Post -construction phase support including, but not limited to: i. Local, State, and Federal Grant reporting assistance ii. Stormwater sampling/monitoring/data analysis iii. Stormwater quality data upload to California Environmental Data Exchange Network (CEDEN) iv. Project effectiveness assessments v. Provide as -built drawings to the City B. PROJECT SCHEDULE AND PROGRESS Upon request by the City, Consultants shall submit detailed project schedules outlining all project tasks and milestones. Progress review meetings shall be held at intervals deemed appropriate by the City. Consultants shall furnish two copies of all completed work or status update of partially completed work since the last progress review meeting. Progress reports shall be submitted monthly in electronic format indicating achievements and project schedule progress. C. CITY RESPONSIBILITIES The City will provide information in its possession relevant to the completion of the tasks outlined in this RFP. In general, this includes, but is not limited to: • Furnish scope of work and provide general direction as needed for the assigned project • Plan check coordination within the City • Advertise, award, and administration of construction contract • Documents, data, maps, or information relevant to the design of the project • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination at City facilities D. SPECIAL REQUIREMENTS ADDITIONAL WORK Upon request by the City, Consultants shall submit supplemental proposals for Additional Work not called for under the Scope of Services of this Agreement. Consultants must obtain written approval prior to commencing any Additional Work. City of Santa Ana zfarnadtu Page Al-6 FEE PROPOSAL: In addition to Section IV.13.3 (Submittal Requirements: Fee Proposal) the fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule. A list of all positions and hourly rates required to perform the services in this RFP shall be described herein. At the request of the City, the Consultant shall provide a more detailed fee proposal when a specific proiect proposal is requested of the Consultant. OTHER TERMS AND CONDITIONS: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wage law and applicable State and Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of a Team to be highly desirable, but is not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non - Discrimination by Contractors" for each firm on their team. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) grant funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment City of Santa Ana ZZW2Qdt I Page Al-7 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot. ca. gov/-/media/dot-media/programs/local-assistance/documents/lapm/chl0.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this REP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: Prior to contract award and dependent on contract award amount, the selected Consultant shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https://dot.ca.gov/programs/local- assistance/forms/local-assistance-procedures-manual-forms City of Santa Ana Lar2nalz Page Al-8 Appendix ATTACHMENT CALTRANS EXHIBITS City of qA;7%UgFjFPj18-043 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal EXHIBIT 10-HI COST PROPOSAL Page 1 of 3 COST -PLUS -FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENviRoNMENTAL STUDIES) Note: Mark-ups are Not Allowed 7 Prime Consultant ❑ Subconsultant ❑ Consultant Project No. DIRECT LABOR Contract No. Date 2nd Tier Subconsultant Classification/Title Name Hours Actual Hourly Rate Total $ 0.00 $ 0.00 $ 0.00 $ 0.00 LABOR COSTS a) Subtotal Direct Labor Costs b) Anticipated Salary Increases (see page 2 for calculation) $ 0.00 c) TOTAL DIRECT LABOR COSTS [(a) + (b)] INDIRECT COSTS d) Fringe Benefits (Rate: 0.00% ) e) Total Fringe Benefits [(c) x (d)] t) Overhead (Rate: 0.00% ) g) Overhead [(c) x (0] h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] $ 0.00 $ 0.00 $ 0.00 j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] FIXED FEE k) TOTAL FIXED FEE [(c) + 0)] x fixed fee 0.00% ] 1) CONSULTANT'S OTHER DIRECT COSTS (ODC) — ITEMIZE (Add additional pages if necessary) $ 0.00 $ 0.00 W8 Description of Item Quantity Unit Unit Cost Total Mileage Costs $ 0.00 Equipment Rental and Supplies $ 0.0 Permit Fees $ 0.0 Plan Sheets $ 0.0 Test $ 0.00 1) TOTAL OTHER DIRECT COSTS A 0 o0 m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) Subconsultant 1: Subconsultant 2: Subconsultant 3: Subconsultant 4: in) TOTAL SUBCONSULTANTS'COSTS n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(1)+(m)] TOTAL COST [(c) + 0) + (k) + (n)] NOTES: 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost mtes shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. 3. Anticipated salary increases calculation (page 2) must accompany. Page' of 25F-314 January 2020 Local Assistance Procedures Manual EXHIBIT 10-1-11 Cost Proposal EXHIBIT 1 0-H1 COST PROPOSAL Page 2 of 3 COST -PLUS -FIXED FEE OR LUMP SUM c.._, FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES) 1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) Direct Labor Total Hours per Avg 5 Year Subtotal per Cost Cost Proposal Hourly Contract Proposal Rate Duration $250,000.00 500 = $50.00 Year 1 Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) Avg Hourly Rate Proposed Escalation Year 1 $50.00 + 2% _ $51.00 Year 2 Avg Hourly Rate Year 2 $51.00 + 2% _ $52.02 Year 3 Avg Hourly Rate Year 3 $52.02 + 2% _ $53.06 Year 4 Avg Hourly Rate Year 4 $53.06 + 2% _ $54.12 Year 5 Avg Hourly Rate 3. Calculate estimated hours per year (Multiply estimate % each year by total hours) Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year Year 1 20.0% 5000 = 1000 Estimated Hours Year 1 Year 2 40,0% 5000 = 2000 Estimated Hours Year 2 Year 3 15.0% 5000 = 750 Estimated Hours Year 3 Year 4 15.0% 5000 = 750 Estimated Hours Year 4 Year 5 10,0% "" 5000 = 500 Estimated Hours Year 5 Total 100% Total = 5000 4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Avg Hourly Rate Estimated hours Cost per (calculated above) (calculated above) Year Year 1 $50.00 1000 = $50,000.00 Estimated Hours Year 1 Year $51.00 2000 = $102,000.00 Estimated Hours Year 2 Year $52.02 750 = $39,015.00 Estimated Hours Year 3 Year $53.06 750 = $39,795.30 Estimated Hou rs Year 4 Year $54.12 500 = $27,060.80 Estimated Hours Year 5 Total Direct Labor Cost with Escalation = $257,871.10 Direct Labor Subtotal before Escalation = $250,000.00 Estimated total of Direct Labor Salary = Transfer to Page 1 Increase $7,871.10 NOTES: 1. This is not the onlyway to estimatesalary increases. Other methodswill be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year 2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) 3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted. 4. Calculations for anticipated salary escalation must be provided. Page 2 of 25F-315 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Pr000sal EXHIBIT 10-H1 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the projectfiles and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Prime Consultant or Subconsultant Certifying: Name: Signature Email: Address: Title `: Date of Certification (mm/dd/yyyy): Phone Number: `An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. 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Or O J D O ❑ :r, W d _ U _ � G a a to U ❑ N m V N C o U d d 0 0 0 0 0 d LL d O1 a.r v-0-0-0-0-0 w O C 0 E a� U O c � O N - a N p c a E a N � � m Q L � 3 � c 1° c � s O 0 0 O L_. � c N c E O O N N °- o N p U mm N p U U) U U � O U C � �5 > N d m � � T c U c ? p xu c_ EEa�i Ea E� o�-aEcca L LD O N p O O N y M m � 3 m a m O U y-o m OE5 Em m o m ' c y m U U O p d .� m U o E a o o- Eoa�om U N= U N o E'3 o a m L N 0 N m�L m 3 — N c N N E O L O O O p E L o 3 0 `p .� L m E '[ m a U U U N LO O a E o �0 m� m �E5 U c L m 0 0 N� - Lm3m_ N N m N 2 N N N Q zp z 25F-318 c � O C 25F-319 Local Assistance Procedures Manual EXHIBIT 10-1-12 Cost Pr000sal EXHIBIT 1O-I-I2COST PROPOSAL Page 3of3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7. Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Title 23 United States Code Section 112 - Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying:_ Name: Title`: Signature Email: Address: Date of Certification (mm/dd/yyyy): Phone Number: An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. _Ist services the consunant Is orovlomo Unoertne or000sea contract: 25F-320 January 7 0f 9 2020 Local Assistance Procedures Manual EXHBIT 10-H3 Cost Pr000sal EXHIBIT 10-H3 COST PROPOSAL Page 1 of 2 COST PER UNIT OF WORK CONTRACTS (GEOTEC INICAL AND MATERIAL TESTING) Note: Mark-ups are Not Allowed ❑ Prime Consultant ❑� Subconsultant Consultant Project No. Contract No. ❑ 2nd Tier Subconsultant Date Unit(Item of Work: (Example: Log of Test Boring for Soils Report, or ADL Testing for Hazardous Waste Material Study) Include as many Items as necessary. DIRECT LABOR Hours Billing Hourly Rate ($) Total($) Professional (Classification)* Sub-professional/Technical" EQUIPMENT 1 (with Operator) EQUIPMENT 2 (with Operator) Consultant's Other Direct Costs II— Itemize: Description of Item Quantity Unit Unit Cost Total Mileage Costs 2 1 $ 10.00 $ 20.00 Equipment Rental and Supplies 2 $ 20.00 $ 40.00 Permit Fees 3 $ 30.00 $ 90.00 Plan Sheets $ 0.00 Test $ 0.00 Subconsultant 1: $100.00 Subconsultant 2: Subconsultant 3: $300.00 Subconsultant 4: $500.00 Subconsultant 5: Note: Attach additional pages if necessary TOTAL COST PER UNIT OF WORK NOTES: 1 . Key personnel must be marked with an asterisk (") and employees that are subject to prevailing wage requirements must be marked with two asterisks (). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. The cost proposal format shall not be amended. 2. Hourlybilling rates should include prevailing wage rates and be consistent with publicly advertised rates charged to all clients (Commercial, Private or Public). 3. Mobilization/De-mobilization is based on site location and number and frequency of tests/items. 4. CDC items shall be based on actual costs and supported by historical data and other documentation. 5. CDC items that would be considered "tools of the trade' are not reimbursable. 6. Billing Hourly Rates must be actual, allowable, and reasonable. Page 8 of 25F-321 January 2020 Local Assistance Procedures Manual EXHBIT 10-1-13 Cost Pr000sal EXHIBIT 10-H3 COST PROPOSAL Page 2 of 2 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 13. Generally Accepted Accounting Principles (GAAP) 14. Terms and conditions of the contract 15. Title 23 United States Code Section 112 - Letting of Contracts 16. 48 Code of Federal Regulations Part 31_ - Contract Cost Principles and Procedures 17. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 18. 48 Code of Federal Regulation Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Signature Email: Address: Title`: Date of Certification (mm/dd/yyyy.: Phone N `An individual executive orfinancial officer of the consultant's or subconsultant's organization at a level no lowerthan a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is underthe proposed contract: Page 9 of 25F-322 January 2020 Local Assistance Procedures Manual EXHBIT 10-1 Notice to Pr000sers DBE Information EXHIBIT 10-1 NOTICE TO PROPOSERS DBE INFORMATION (Federally funded projects only) The Agency has established a DBE goal for this Contract of _ 0.08% 1. TERMS AS USED IN THIS DOCUMENT • The term "Disadvantaged Business Enterprise" or "DBE" means a for -profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of Federal Regulations (CFR), Part 26.5. • The term "Agreement" also means "Contract." • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term "Small Business" or "SB" is as defined in 49 CFR 26.65. A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract, Exhibit 10-01 Consultant Proposal DBE Commitment must be included in the Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must document adequate good faith efforts. All DBE participation will be counted towards meeting the contract goal; therefore, all DBE participation shall be collected and reported. Exhibit 10-02 Consultant Contract DBE Information must be included in best qualified consultant's executed consultant contract. Even if no DBE participation will be reported, the successful proposer must execute and return the form. 4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE proposer not proposing as a joint venture with a non -DBE, will be required to document one or a combination of the following: 1. The proposer is a DBE and will meet the goal by performing work with its own forces. 2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or trucking companies. 3. The proposer, prior to proposing, made adequate good faith efforts to meet the goal. 25F-323 January 1 of 2 2020 Local Assistance Procedures Manual EXHIBIT 10-1 Notice to Proposers DBE Information D. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants. G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the DBE participation except that portion of the work to be performed by non -DBE subconsultants. 5. RESOURCES A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance. B. Access the CUCP database from the Department of Transportation, Office of Civil Rights website 1. Click on the link titled Disadvantaged Business Enterprise, 2. Click on Search for a DBE Firm link, 3. Click on Access to the DBE Query Form located on the first line in the center of the page. Searches can be performed by one or more criteria. Follow instructions on the screen. 6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING CONDITIONS: A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Contract and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of the materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment shall be, by a long-term lease agreement and not an ad hoc or Agreement -by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 25F-324 January 2 of 2 2020 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: City of Santa Ana 2. Contract DBE Goal: 0.08% 3. Project Description: On -Call Stormwater Project Design Services 4. Project Location: Citywide in Santa Ana, California 5. Consultant's Name: 6. Prime Certified DBE: z 7. Description of Work, Service, or Materials Supplied 8. DBE Certification Number 9. DBE Contact Information o 10. DBE /o Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATION % 17. Local Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. 12. Preparer's Signature 13. Date 14. Preparer's Name 15. Phone 16. Preparer's Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 Page 1 of 2 2 5 F -32 5 January 2019 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment INSTRUCTIONS — CONSULTANT PROPOSAL DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 14. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 16. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Consultant's Ranking after Evaluation — Enter consultant's ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant. 21. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 23. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 24. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. LPP 18-01 Page 2 of 2 2 5 F -326 January 2019 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXIDBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 3. Project Description: On -Call Stormwater Project Design Services 4. Project Location: Citywide in Santa Ana, California 5. Consultant's Name: 8. Total Dollar Amount for ALL Subconsultants: 2. Contract DBE coal: 0.08% 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: 9. Total Number of ALL Subconsultants: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount Local Agency to Complete this Section 14. TOTAL CLAIMED DBE PARTICIPATION $ 20. Local Agency Contract Niimher 21. Federal -Aid Project Number: 22. Contract Execution Date' Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. 23. Local Agency Representative's Signature 24. Date 25. Local Agency Representative's Name 26. Phone 27. Local Agency Representative's Title % IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. 15. Preparers Signature 16. Date 17. Preparers Name 18. Phone 19. Preparer's Title DISTRIBUTION: 1. Original —Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in altem ate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 2 5 F -32 7 July 23, 2015 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM — (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM — (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - S: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. Page 2 of 2 25 F-328 July 23, 2015 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System EXHIBIT 10-K CONSULTANT ANNUAL CERTIFICATION OF INDIRECT COSTS AND FYNANCIAL MANAGEMENT SYSTEM (Note. If a Safe Harbor Indirect Cost Rate is approved, this form is not required) Consultant's Full Legal Name: Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub -recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Indirect Cost Rate: Combined Rate % OR Home Office Rate % and Field Office Rate (if applicable) % Facilities Capital Cost of Money °/o (if applicable) Fiscal period * * Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not the contract period). The Indirect Cost Rate is based on the consultant's one-year applicable accounting period for which financial statements are regularly prepared by the consultant. I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have determined to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31); • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31; • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally - funded A&E Consultant Contracts. • All known material transactions or events that have occurred subsequent to year-end affecting the consultant's ownership, organization, and indirect cost rates have been disclosed as of the date of this certification. I am providing the required and applicable documents as instructed on Exhibit 10-A. Financial Management System: Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d); 23 CFR, Chanter 1, Part 172.1 l(a)(2); and all applicable state and federal rules and regulations Our financial management system has the following attributes: • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost Page 1 of 2 March 2018 25F-329 Local Assistance Procedures Manual Exhibit 10-K Consultant Annual Certification of Indirect Costs and Financial Management System accounts; • Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • Internal controls to maintain integrity of financial management system; • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal -Aid Highway Program (FA11P) contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties - 23 CFR Part 172.11(c)(4i • False Claims Act - Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally - Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031 All A&R Contract information: • Total participation amount S on all State and FAHP contracts for Architectural & Engineering services that the consultant received in the last three fiscal periods. • The number of states in which the consultant does business is • Years of consultant's experience with 48 CFR Part 31 is • Audit history of the consultant's current and prior years (if applicable) ❑ Cognizant ICR Audit ❑ Local Gov't ICR Audit ❑ Caltrans ICR Audit ❑ CPA ICR Audit ❑ Federal Gov't ICR Audit I, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(b)(2). 48 CFR Part 31 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name**: Signature: Email* *: Title**: Date of Certification (mtn/dd/yyyy): Phone Number**: "An individual executive or financial officer of the consultanPs or subconsultant's organization at a level no lower than a Vice President, a Chief Financial Officer, or equivalent, who has authority to represent the financial information used to establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-Kforms. Caltrans will not process local agency's invoices until a complete Exhibit 10-Kform is accepted and approved by Caltrans Audits and Investigations. Distribution: 1) Original - Local Agency Project File 2) Copy - Consultant 3) Copy - Caltr u s Audits and Investigations Page 2 of 2 March 2018 25F-330 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sanniento Jose Solorio CITY OF SANTA ANA Public Works Agency — CIP Engineering 20 Civic Center Plaza, M-36 • P.O. Box 1966 Santa Ana, California 92702 www.santa-ana.org July 20, 2020 ADDENDUM No. ONE SUBJECT: RFP 20-102 On -Call Stormwater Project Design Services CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez The following changes/clarifications have been made to Request to Proposal 20-102: Cover Page Modification: Request for Proposal Cover Page, page 1: Replace with the attached page 1. • Changed Proposal Due Date to Wednesday, August 12, 2020 at 4:00 p.m. • Updated the Deadline for Requests for Information to Friday August 7, 2020. This addendum includes 2 pages (including this one). ALL OTHER ITEMS REMAIN FOR THE CITY OF SANTA ANA J a s o nijarebrie Princ al Civil Engineer SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Villages Vicente Sarmiento David Penaloza Jose Sclono Phil Bacerra Nelida Mendoza Mayor Mayor Pro Tern Ward Ward Want Want Ward Ward moulidoldsanta-anaora iNlleoa.laasanta-ana.oro vsamientc(alsanta-ana.oro 2 .= r 'solo4mid),santaana.ora obacerra(dsanta-ana.om- nmendozAsanta-anacro _. ADDENDUM ONE REQUEST FOR PROPOSALS (RFP) FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES REP NO.: 20-102 CITY OF SANTA ANA Public Works Agency 20 Civic Center Piz (M-22) Santa Ana, CA 92701 Craig Foster, CPSWQ, QSDIP NPDES Manager (714) 647-5659 cfoster(asanta-ana.org for Release: Principal Civil Engineer Public Works Agency KEY RFP DATES (Subject to change at discretion of City): Issue Date: Thursday July 16, 2020 Deadline for Requests for Information: August 7, 2020 Proposal Due Date: Wednesday August 12, 2020 at 4:00 p.m. Projected Award Date: Tuesday September 15, 2020 25F-332 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA Public Works Agency— CIP Engineering 20 Civic Center Plaza, M-36 . P.O. Box 1988 Santa Ana, California 92702 WW W. Santa-ana.orn July 28, 2020 ADDENDUM No. TWO SUBJECT: RFP 20-102 On -Call Stormwater Project Design Services The following changes have been made to Request to Proposal 20-102: RFP Appendix (Attachment 4) Caltrans Exhibits: CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez 1. Exhibit 10-1 Notice to Proposers Disadvantaged Business Enterprise (DBE) Information, page 1: Replace with the attached page 1. ■ Updated the DBE goal calculation for the contract to 1.3% 2. Exhibit 10-01 Consultant Proposal DBE Commitment, page 1: Replace with the attached page 2. - Updated the DBE goal calculation for the contract to 1.3% 3. Exhibit 10-02 Consultant Contract DBE Commitment, page 1: Replace with the attached page 3. - Updated the DBE goal calculation for the contract to 1.3% This addendum includes 4 pages (including this one). All other terms and conditions remain the same. FOR THE CITY OF SANTA ANA Jason 'brie Principal Civil Engineer SANTA ANA CITY COUNCIL Migual A. PoJdo Juan VIIIagaS Ucente sarmiento David Penaloza Jose Solorio Poll Bacerra Ndida Mondoza Mayor Mayor Pro Tem, Ward 5 Ward 1 Ward 2 Ward 3 Ward 4 Ward 6 mpu iao(0lsanta-ana.orp vllleoas(ar62nta-ana.orqysarmiento(lo Santa anaArq dnan21oza(ak4ota-anaora 'soodc(flbaanta-ana.orn obacerro(d-wanta-ana.oro nmendos(nlaanla-ana.org 25F-333 Local Assistance Procedures Manual Addendum Two EXHBIT 10-I Notice to Proposers DBE Information EXHIBIT 10-I NOTICE TO PROPOSERS DBE INFORMATION (Federally funded projects only) The Agency has established a DBE goal for this Contract of 1_3%0 1. TERMS AS USED IN THIS DOCUMENT • The term "Disadvantaged Business Enterprise" or "DBE" means a for -profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of Federal Regulations (CFR). Part 26.5. • The term "Agreement" also means "Contract." • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term "Small Business" or "SB" is as defined in 49 CFR 26.65. 2. AUTHORITY AND RESPONSIBILITY A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs'). The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract, Exhibit 10-01 Consultant Proposal DBE Commitment must be included in the Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met. the proposer must document adequate good faith efforts. All DBE participation will be counted towards meeting the contract goal, therefore, all DBE participation shall be collected and reported. Exhibit 10-02 Consultant Contract DBE Information must be included in best qualified consultant's executed consultant contract. Even if no DBE participation will be reported, the successful proposer must execute and return the form. 4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE proposer not proposing as a joint venture with a non -DBE, will be required to document one or a combination of the following: 1. The proposer is a DBE and will meet the goal by performing work with its own forces. 2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or trucking companies. 3. The proposer, prior to proposing. made adequate good faith efforts to meet the goal. 2Page 1 of2 5F-334 January 2D2D Local Assistance Procedures Manual Addendum Two Exhibit 10-01 Consultant Proposal DBE Commitment 1. Local Agency EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT City of Santa Ana 2. Contract DBE Goal: 1.3% 3. Project Description: On -Call Stormwater Project Design Services 4. Project Location: Citywide in Santa Ana, California 5. Consultant's Name: 6. Prime Certified DBE: 7. Description of Work, Service, or Materials Supplied 8. DBE Certification Number 9. DBE Contact Information ° 10. DBE /° Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATION % 17. Local Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. 12. Preparer's Signature 13. Date 14. Preparer's Name 15. Phone 16. Preparer's Title DISTRIBUTION: Original - Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654£410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. LPP 18-01 Page 1 of 2 25F-335 January 1019 Local Assistance Procedures Manual Addendum Two Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: City of Santa Ana 3. Project Description: On -Call Storrnwater Project Design Servires 4. Project Location: Citywide in Santa Ana, California 5. Consultant's Name: 8. Total Dollar Amount for ALL Subconsultants: 2. Contract DBE Goal: 1 .3% 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: 9. Total Number of ALL Subconsultants: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount Local Agency to Complete this Section 14. TOTAL CLAIMED DBE PARTICIPATION $ 20. Local Agency Contract Niimher 21. Federal -Aid Project Number: 22. Contract Execution nate Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. 23. Local Agency Representative's Signature 24. Date 25. Local Agency Representative's Name 26. Phone 27. Local Agency Representative's Title % IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. 15. Preparer's Signature 16. Date 17. Preparer's Name 18. Phone 19. Preparer's Title DISTRIBUTION: 1. Original - Local Agency 2. Copy- Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 2 5 F -336 July 23, 2015 MAYOR Miguel A, Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA Public Works Agency —CIP Engineering 20 Civic Center Plaza, M-36 • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.oro August 4, 2020 ADDENDUM No. THREE SUBJECT: RFP 20-102 On -Call Stormwater Project Design Services The following changes have been made to Request to Proposal 20-102: CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvaiho CLERK OF THE COUNCIL Daisy Gomez RFP Table of Contents: 1. Updated RFP Table of Contents, page 1: Replace with the attached page 1 • Updated the Table of Contents by removing VIII. Caltrans Exhibits (Attachment 4) Section RFP Appendix (Attachment 1) Scope of Work: 2. Updated Special Requirements (Attachment 4), PAGES A1-7 AND A1-8: Remove Special Requirements Section referencing grant requirements. RFP Appendix (Attachment 4) Caltrans Requirements: 3. Removed Caltrans Requirements (Attachment 4), A4-1 thru end: Remove entire Appendix (Attachment 4) Section. • Removed Caltrans Requirements and Exhibits This addendum includes 2 page (including this one). All other terms and conditions remain the same. FOR THE CITY OF SANTA ANA Edwin "William" City Engineer SANTA ANA CITY COUNCIL Miguel A. Pulido Juan Vlllegas Vlceme Sarmianlo David Panalova Jose Solorio Phil aacerra Nelida Mendoza Mayor Mayor Pro Tom, Ward b Ward 1 Ward 2 Ward 3 Ward 4 Ward 6 ln_U IO.santd-ana.Crq Yille,stPsdnla-an. sirySarml or C UUan(a ana or tloena OZ-dSaq af!a On'f S.l.hJ2,add-ana Org ab3CefraQSanla-alla OfQ nmendC2!C7sanla-dnd Ofq ADDENDUM THREE TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION 4 II. INSTRUCTIONS TO PROPOSERS 5 A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING L CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS 7 A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION) 9 A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD 9 A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION 9 A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS 10 City of Santa. Ana Page 3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: APPROVE AN AGREEMENT WITH SUNSERI'S TO PROVIDE ALCOHOL BEVERAGE CONCESSION SERVICES AT THE SANTA ANA ZOO (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Sunseri's to provide beer, wine, and spirits concession services at the Santa Ana Zoo, with the City to receive a 20 percent commission based on total sales before sales tax to be deposited into the General Fund, for a period from October 20, 2020 to December 31, 2025, with two, three-year renewal options, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo at Prentice Park receives 250,000 visitors per year from throughout Orange County and the greater Southern California region. To enhance the visitor experience, the Zoo provides food and beverage concessions, including a variety of hot and cold meals, beverages, and snack food items. An agreement for alcohol beverage services will further enhance visitor satisfaction and stay time, promote local Santa Ana breweries, and provide a new revenue stream, offsetting Zoo operational costs. Alcohol -based beverage offerings are now commonplace in zoos, aquariums, and museums, with over 50 percent of Association of Zoos and Aquariums facilities offering alcohol -based beverages as part of their food concession program. To service daily visitors at the Zoo, the vendor would setup a semi -permanent bar that is tropical- themed and of equal quality to existing zoo amenities. The new serving area would be located near the existing concession building. In addition to the concession facility, the Zoo has a large private picnic area and 150-seat amphitheater that is suitable for catering of private parties up to 500 people. These areas are often used for private and company picnics and after-hours events operated by the City and Friends of Santa Ana Zoo (FOSAZ). The increased beverage offerings will make private events more desirable to potential customers. On May 19, 2020, the Parks, Recreation and Community Services Agency (PRCSA) issued a Request for Proposal (RFP) (Exhibit 1) for a qualified company with expertise and experience in providing outstanding beverage and concession services at the Santa Ana Zoo. Twenty vendors downloaded the RFP packet and four vendors submitted proposals. 25G-1 Approve Agreement For Alcohol Beverage Concessions Services at Santa Ana Zoo October 20, 2020 Page 2 On July 20, 2020, an evaluation committee consisting of two representatives from the Santa Ana Zoo, and one representative from the Friends of the Santa Ana Zoo reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes vendor experience, references, schedule, compensation, operational plans, and capital investment. The results of the RFP evaluation were as follows: Company Score 300 Max Ranking Above All Catering 261 1 Sunseri's 255 2 F&B Associates, Inc. 53 3 Startblast 35 4 After negotiating with Above All Catering, the City could not agree on the proposed terms and began negotiations with Sunseri's. Based upon the negotiations and checking references, Sunseri's is recommended for an agreement (Exhibit 1) to provide beer, wine, and spirits concession services at the Santa Ana Zoo. Sunseri's is a fully invested in beverage catering company and provides services at 2,000 events per year. The salient terms of the agreement are as follows: • Five-year contract term with renewal options. • Pay City a commission of 20 percent based on total sales minus sales tax made at the mobile bars. • Serve product from local Santa Ana breweries and offer it at rentals, in addition to typical domestic and imported selections. • Provide a semi -permanent bar with tiki/jungle theme. • Exclusive vendor for rental parties only. • Non -exclusivity for FOSAZ fundraising events. • Sell bottled sodas/water which are currently available in the gift shop. • Obtain a Type 47 license for beer, wine, and spirits. Approval of this agreement will benefit the City by serving as a new revenue stream, serve as attractive site rental offerings to companies and for celebrations (weddings, birthday parties, etc.), encourage adults to stay longer and enjoy a meal at the on -site cafe, and benefit local businesses by increasing exposure for Santa Ana breweries. FISCAL IMPACT Due to the current COVID-19 situation, it is very difficult to estimate the amount of revenue to be generated through the end of FY 2020-21, although a budgetary estimated will be provided as part of the FY 2021-22 budget process. Funds will be deposited in the following account: Fiscal Accounting Fund Accounting Unit, Account Amount Year I Unit -Account # I Description Description 25G-2 Approve Agreement For Alcohol Beverage Concessions Services at Santa Ana Zoo October 20, 2020 Page 3 FY 20-21 01113002- General Fund PRCSA, Food Sale TBD and 53313 Concession future ears Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Submitted By: Lisa Rudloff, Executive Director— Parks, Recreation, and Community Services Agency Exhibit: 1. Agreement 25G-3 Exhibit 1 BEVERAGE SERVICE CONCESSION AGREEMENT AND NON-EXCLSUIVE LICENSE TO USE CONCESSION AREA THIS AGREEMENT is made and entered into on this 20th day of October, 2020 by and between Edward Walter Sunseri, Jr., a sole proprietor, doing business as, Sunseri's with its principal place of business located in El Monte, California, ("Concessionaire"), 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. City issued Request for Proposal ("RFP") No. 20-028 on May 19, 2020 for alcoholic beverage concession services at the Santa Ana Zoo ("Zoo"). B. Concessionaire submitted a proposal in response to the RFP and City staff recommends that a Concession Agreement be executed with Concessionaire to provide alcoholic beverage concessions consisting of beer, wine and spirits at the Zoo. C. Concessionaire represents that Concessionaire is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Concessionaire represents that it is knowledgeable in its field and that any services performed by Concessionaire under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional concessionaire 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 A. Concessionaire is granted the exclusive right and has the obligation to provide alcohol -pouring services during typical, published zoo operating hours pursuant to a schedule determined by City with input from Concessionaire. B. Concessionaire may also sell sodas and bottled water. C. The Concession Area shall be located in the Cafe Area as illustrated in Exhibit A with the exact location to be determined by City with input from Concessionaire. City will make the final determination. D. The design of the bar and any mobile or temporary bars shall be similar to the examples set forth in Exhibit B and subject to final approval by City. E. Concession services will begin pursuant to this Agreement on January 1, 2021 unless a later date is agreed upon in writing by the City's Executive Director of Parks, 25G-4 Exhibit 1 Recreation and Community Services Agency ("Director"). Pursuant to this Agreement, Concessionaire has a non-exclusive license to use the Concession Area as agreed herein. 1) All concession services shall be performed in the highest professional manner, and in accordance with the current industry standards. Unless the means or methods of performing a task are specified elsewhere by the City, Concessionaire shall employ methods that are generally accepted and used by the industry. 2) The Concessionaire must, at its sole expense, secure and comply with all requirements for licensure by the California Department of Alcohol and Beverage Control ("ABC"). Concessionaire must secure the appropriate license type for the services provided pursuant to this Agreement from the ABC for beer, wine and spirits no later than March 1, 2021 unless a later date is agreed upon in writing by the City's Director. 3) Concessionaire and its employees must exercise prudent, reasonable and experienced judgment in the serving of alcoholic beverages. The ultimate responsibility for serving alcoholic beverages rests with the Concessionaire. 4) Concessionaire shall work with City's contractor for the Zoo Cafe as necessary to ensure compliance with any ABC requirements and regulations for simultaneous service of food and alcoholic beverages. E. Concessionaire shall have the right to provide alcohol beverage services during special events with approval of the Director or the Director's designee and subject to the fees set forth in Section 4E and the compensation provisions of Section 2 of this Agreement. F. Concessionaire has the exclusive right to provide alcohol beverage services for private rentals of the Zoo except for fimdraising events managed by Friends of Santa Ana Zoo ("FOSAZ"), which shall retain the right to provide alcohol beverage services to fimdraising events through other providers. 1) Concession services at private rentals shall be subject to the fees in Section 4E and the compensation provisions of Section 2 of this Agreement. 2) Private rentals are booked through FOSAZ pursuant to an Agreement with the City. 2. COMPENSATION A. Concessionaire will pay to City twenty (20) percent of gross sales before sales tax for beverage pouring during regular business hours for each month by the 28a' day of the next month. B. For a cash bar used for private events, Concessionaire will pay to the City, twenty (20) percent of any fees (setup, extra bartenders, etc.) and twenty (20) percent of all gross 25G-5 Exhibit 1 sales before sales tax for each event for each month by the 28a' day of the next month. C. Attached hereto as Exhibit C is a sample calculation of the twenty percent for both beverage pouring and private events. D. Payments not made by the due date, will be considered late and a 5% late fee will be assessed. E. All payments made pursuant to this Agreement, shall be made payable to "City of Santa Ana" and delivered to the following address: Executive Director of Finance City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92701 3. TERM This Agreement shall commence on the date first written above and shall end on December 31, 2026 with the option for the City to grant up to two, three-year renewals, exercisable by a writing signed by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 19, below. 4. OPERATION OF CONCESSIONS A. Concessionaire shall provide all small ware replacements, portable bars, and mobile concession carts subject to approval by the City. All equipment purchased by the Concessionaire shall be new and of modern design and subject to approval by the City, to provide professional service consistent with industry standards for at least 400 people. B. Concessionaire must be capable of providing alcoholic beverage service near the Zoo Cafe as illustrated in Exhibit A in a to be designated Concession Area where permanent food service is offered. C. Temporary stands may be operated for other areas with the Zoo Manager's approval. Potential temporary stand locations are illustrated in the attached Exhibit A. Concessionaire shall be responsible for providing set up, moving and dismantling of temporary stands when needed. D. Concessionaire shall comply with all applicable federal, state and local health orders in effect during the term of this Agreement. This includes any COVID-19 guidance including but not limited to guidance applicable to concession providers or service of alcoholic beverages. 25G-6 Exhibit 1 E. Fees for Sale of Alcoholic Beverages. Operator shall be allowed to establish fees and/or a price list for sale of alcoholic beverages subject to the ultimate final approval of the City Council by way of approval of the City's Miscellaneous Fee Schedule. These fees shall also be subject to the approval of the City's Director and listed in the City's Resolution of fees, which is published with the annual budget on or about July of every year. Any request to change the fee structure will require prior written approval of the City's Director, approval by the City Council and must be in compliance with any applicable law. Attached hereto and marked as Exhibit D is Concessionaire's current price list. F. Concessionaire must accept both cash and credit cards as payment methods. G. Concessionaire will have an onsite manager present while beverage concessions are open and will oversee beverage concessions staff. H. Concessionaire will have 1-2 bartenders at each concession location that is open. L All portable displays needed for outdoor events including signboards and signage is the responsibility of the Concessionaire. Concessionaire shall provide the labor for moving, set-up and breakdown of temporary refreshment stands. The Zoo Manager will determine placement and appropriateness of temporary standards, signage and signboards. J. Staffing levels and hours of operation for concessionaire's services will require approval of the Zoo Manager. K. Concessionaire shall post in a conspicuous place at each bar and/or concessions stand a complete list of prices of all items offered for sale. The style and size of these signs shall be subject to the prior approval of the Zoo Manager. L. All decorations and props must be flame retardant. Items cannot be attached to buildings (inside or outside) without prior approval by the Zoo Manager. M. Concessionaire shall not use any City logo, the City seal, or place "The City of Santa Ana" or the "Santa Ana Zoo" on any beverage containers, napkins, or other item utilized to provide services pursuant to this Agreement. Concessionaire may place a generic logo (such as an animal) on their beverage containers subject to City approval. N. Concessionaire shall serve product from local Santa Ana breweries and offer it at rentals in addition to typical domestic and imported selections. O. Concessionaire will provide its own vehicle for the transportation of beverages and equipment. The City must approve vehicle and it must meet all requirements of the State of California, Department of Motor Vehicles and maintain adequate insurance. 25G-7 Exhibit 1 P. Upon termination or expiration of this Agreement, Concessionaire shall restore the Concession Area within thirty (30) days of the date of termination or expiration to its original condition at the time this Agreement was fully executed, normal wear and tear expected. The parties will memorialize in writing and with a picture(s) the condition of the Concession Area prior to Concessionaire's placement or construction of its concession stand. Any restoration work will require City review and approval. 5. BEVERAGE STANDARDS A. Concessionaire shall maintain beverage preparation and service standards that meet or exceed the following minimum standards: 1) Beverage preparation and serving safety shall use industry's best practices and follow all federal, state and county regulatory guidelines for food preparation and serving. 2) Beverage presentation and appearance shall be appealing to customers. 3) Beverage servers shall always maintain a professional appearance. 4) All serving stands shall be kept clean. This includes before, during, and after events or daily use. 5) Concessionaire shall provide ongoing training in food service and safe food handling to its employees on a regular basis and shall provide the City documentation of said training immediately upon request. B. The Concessionaire must use eco-friendly serving ware single -use products in the operation of the concessions. Examples include compostable bamboo cups or compostable corn plastic cups. The Concessionaire must not use single -use plastic straws, stirrers, and picks. C. The Concessionaire may serve product from glass bottles but may not provide glass bottles to the public due to safety concerns/standing prohibition of glass use at the Zoo. D. The Concessionaire must maintain all alcoholic products in a locked and secured area when not immediately attended by staff. Concessionaire and its employees shall maintain inventory of all alcoholic beverages on site. All inventory shall be counted at opening and accounted for at closing. To the extent that any alcohol is unaccounted for, Concessionaire will report that information to the Zoo Manager immediately. 6. MAINTENANCE AND FACILITIES A. Maintenance on major equipment owned by the City will be maintained by the City. 25G-8 Exhibit 1 B. Any equipment brought on site by the Concessionaire must be approved in writing before it is brought on site. The Concessionaire shall, at its own expense, keep in good condition all equipment and small wares used in performance of its duties, including: maintenance or repair necessitated by ordinary wear and tear, and repairs to any damage sustained to Concessionaire's use areas of the facilities and its structures. The Concessionaire shall replace equipment necessary to the proper function of the operation that cannot be repaired. The replacement or addition of equipment will first be discussed with the City to determine the responsibility of cost and feasibility of location. C. Concessionaire agrees to maintain designated Concession Areas. The cleaning of the bar and storage areas and any other equipment is the sole responsibility of the Concessionaire. Concessionaire shall keep the Concession stand and the four -foot perimeter surrounding the concession stand free of and clear of rubbish, debris and litter at all times. If the City staff must clean the bar areas after the Concessionaire has been the sole user of said areas, Concessionaire will be charged cleaning fees at rate of $50 per labor hour. D. Concessionaire will provide trash bins and will be able to dispose of our trash in the Zoo's trash bins at the end of each day and after events. E. Concessionaire shall be responsible for the proper recycling of any recyclable materials utilized. 7. TRAINING AND STAFF A. Concessionaire must have defined operational procedures and provide ongoing training to staff in efficient and effective service to customers. B. Concessionaire will provide at a minimum the following training: 1) Sensitivity/Diversity training 2) Sexual harassment training 3) OSHA training 4) Food handling training 5) RBS (Responsible Beverage Service) Training C. Concessionaire shall provide uniforms and visible identification for its employees while working at the Zoo subject to approval of the City's Director. An example of the uniform style is attached hereto and marked as Exhibit E. For private events, Concessionaire will have the option of wearing black button -up shirts and black pants. D. Concessionaire shall maintain a current employee manual that addresses all customer service and food/beverage-handling training programs. Copies shall be readily available for review by City staff. 25G-9 Exhibit 1 E. Concessionaire and its employees shall immediately report to City any accident causing property damage or injury to persons in the Concession Area or otherwise related to the Concession use. Such report shall contain the names and addresses of the involved parties, a statement of the circumstances, the date and time of the accident, the names and addresses of any witnesses, and any other pertinent information. F. The City shall have the right to recommend the discharge of any Concession employee for, but not limited to, the following reasons: 1) Theft and/or vandalism. 2) Sexual harassment. 3) Use of abusive or profane language. 4) Substance and/or alcohol abuse. 5) Any other conduct deemed by the City to be contrary to the best interests of the City. S. CITY'S RIGHTS AND OBLIGATIONS A. The City of Santa Ana will not require a Conditional Use Permit ("CUP") for alcohol sales at the Santa Ana Zoo, 1801 E. Chestnut Ave. Santa Ana, CA 92701. The City will provide written confirmation of Concessionaire's right to sell alcoholic beverages at the zoo and that a CUP is not required for Concessionaire to submit to the ABC. B. The City will maintain the water, natural gas, electrical and sewer lines except in cases where the Concessionaire's direct negligence causes major maintenance repair expense. Should the Concessionaire require additional utility capacity and/or outlets beyond those provided the cost of such installation and hookups will be at the Concessionaire's expense after required City approval. C. City will provide a minimum 90-day notice for any changes to food service operations at the Zoo provided through other agreements. D. The City's Internal Auditor may review the Concessionaire operation periodically to assure compliance with the Agreement between Concessionaire and City. E. Due to special considerations resulting from operations at a Zoo facility, including but not limited to, considerations for Zoo animal safety, special restrictions may be necessary as far as items sold, food packaging, and the location(s) of service. F. The City will pay utilities, which includes water, gas and electricity. G. City may at all times enter and inspect the Concession Area and any temporary or mobile bars. 25G-10 Exhibit 1 9. ANNUAL AUDIT A. Within ninety (90) days of the end of the fiscal year, Concessionaire will provide to the City a statement of its total gross revenues for the past fiscal year or portion thereof as applicable. The financial report shall be prepared by an accounting firm approved by the City's Executive Director of the Finance and Management Agency. Said report will comply with Government Accountability Standards. B. If such audit reveals that there was an underpayment of monthly gross receipts due to City pursuant to this Agreement, Concessionaire will pay to City the amount of the underpayment within sixty (60) days of the date of the final accounting report. If such audit reveals overpayment of monthly gross receipts paid to the City pursuant to this Agreement, Concessionaire will notify City in writing within sixty (60) days of the date of the final accounting report and any overpayment will be credited to Concessionaire for any obligation under this Agreement which is due or coming due. If the Agreement has expired or been terminated, then City will pay the amount of overpayment to Concessionaire within sixty (60) days of the date City is notified of the overpayment in writing. C. Concessionaire acknowledges that all financial reports prepared pursuant to this Agreement and submitted to the City will become a public record pursuant to California Government Code section 6250 et seq., subject to any applicable exemption. D. Concessionaire will maintain all financial records related to the services provided pursuant to this Agreement including but not limited to, gross receipts, sales tax figures, and business income tax information for the life of this Agreement plus five (5) years. Upon reasonable request, City will have the right to review said records. This right extends beyond termination or expiration of this Agreement. 10. INDEPENDENT CONTRACTOR Concessionaire and any employees thereof 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 j oint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Concessionaire performs the services which are the subject matter of this Agreement; however, the services to be provided by Concessionaire shall be provided in a manner consistent with all applicable standards and regulations governing such services. Concessionaire 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. 11. INSURANCE Prior to undertaking performance of work under this Agreement, Concessionaire shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described 25G-11 Exhibit 1 below: A. Commercial General Liability Insurance. Concessionaire 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 without any exclusion for claims of sexual molestation, resulting from any act or occurrence arising out of Concessionaire'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, Concessionaire, if Concessionaire 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, Concessionaire agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. D. Liquor Liability Insurance of $1,000,000 per occurrence. 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. E. If Concessionaire 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. F. The following requirements apply to the insurance to be provided by Concessionaire pursuant to this section: 1) Concessionaire shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 3) 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. 25G-12 Exhibit 1 4) 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. 5) Concessionaire shall supply City with a fully executed additional insured endorsement. G. If Concessionaire fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Concessionaire's right to be paid for its time and materials expended prior to notification of termination. Concessionaire waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 12. INDEMNIFICATION A. Concessionaire agrees to indemnify, defend and hold harmless the City, its officers, agents, employees and contractors (the "Indemnified Parties") from all Damages (as defined in paragraph (B)), including without limitation, Damages involving claims for personal injury, wrongful death and property damage, that arise or may be asserted by a third party against the City as a result of (i) the negligence or willful misconduct of Concessionaire, its agents, employees, contractors or others acting expressly on its behalf while providing services at the locations designated in this Agreement; or (ii) the violation of any federal or state law, rule or regulation applicable to the provision of the services by Concessionaire. The foregoing indemnity will not apply to the extent that Damages were caused by (x) an affirmative act of the Indemnified Parties that is negligent and was the proximate cause of an injury; or (y) the intentional misconduct of the Indemnified Parties. B As used herein, "Damages" shall mean all actual and direct liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings, assessments, levies, losses, fines, penalties, damages, costs and expenses, in each case as awarded by a court or arbitrator, including without limitation, reasonable attorneys', accountants', investigators', and experts' fees and expenses sustained or incurred in connection with the defense or investigation of any such liability. C. Promptly following receipt of any written claim or legal proceeding asserted by a person or entity who is not a party to this Agreement (a "Third -Party Claim"), the Indemnified Parties shall notify Concessionaire of such claim in writing. Concessionaire shall have a period of 30 days (or such lesser period as may be required to timely respond to a Third -Party Claim) following the receipt of such notice to assume the defense thereof and Concessionaire shall thereafter undertake and diligently pursue the defense of the Third -Party Claim. Concessionaire shall reimburse Indemnified Parties for any legal expense reasonably incurred by Indemnified Parties to timely respond to a Third -Party Claim prior to Concessionaire assuming the defense thereof. 25G-13 Exhibit 1 Concessionaire shall not consent to entry of judgment or enter into any settlement agreement, without the consent of the Indemnified Parties, that does not include a complete and unconditional release of the Indemnified Parties or that imposes injunctive or other equitable relief against the Indemnified Parties. Concessionaire shall defend City using legal counsel that is reasonably acceptable to City. Indemnified Parties will not unreasonably withhold acceptance of legal counsel, including legal counsel selected by the insurance provider for Concessionaire. If Concessionaire fails to assume and diligently pursue the defense of such Third -Party Claim, the Indemnified Parties may defend against such Third -Party Claim in such manner as they may deem appropriate, including without limitation settlement thereof on such terms as the Indemnified Parties may deem appropriate, and to pursue such remedies as may be available to the Indemnified Parties against Concessionaire. Notwithstanding the foregoing, the Indemnified Parties shall not consent to entry of a judgment or enter into any settlement agreement, without the consent of Concessionaire, that does not include a complete and unconditional release of Concessionaire. 13. RECORDS Concessionaire shall keep records and invoices in connection with the work to be performed under this Agreement. Concessionaire 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 Concessionaire under this Agreement. All such records and invoices shall be clearly identifiable. Concessionaire 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. Concessionaire 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 Concessionaire under this Agreement. 14. CONFIDENTIALITY If Concessionaire receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Concessionaire 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 Concessionaire disclosed in a publicly available source; (c) is in rightful possession of the Concessionaire without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Concessionaire without reference to information disclosed by the City. 25G-14 Exhibit 1 15. CONFLICT OF INTEREST CLAUSE Concessionaire 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. 16. NON-DISCRIMINATION Concessionaire shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Concessionaire affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Concessionaire, 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 Concessionaire. 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 Concessionaire 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. 18. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Concessionaire, Concessionaire 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. 19. TERMINATION A. This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Concessionaire shall still be subject to the compensation provisions of Section 2 of this Agreement compensation for all services performed by Concessionaire until the effective date of termination. B. This Agreement is subject to immediate termination in the event that, Concessionaire: 25G-15 Exhibit 1 1) Fails to maintain the required ABC license(s) and approvals; 2) Concessionaire fails to make two or more required payments to the City; 3) Concessionaire voluntarily files or involuntarily has filed against it any petition for bankruptcy or insolvency act or law, and such proceeding is not dismissed within thirty (30) days thereafter; or 4) Concessionaire abandons the Concession Area or fails to provide services pursuant to this Agreement. 20. 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. 21. 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. 22. PROFESSIONAL LICENSES Concessionaire 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, including the ABC and/or Orange County Health Care Agency. Concessionaire shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 23. 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: 25G-16 Exhibit 1 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: And Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 571-4211 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-6515 To Concessionaire: Mr. Edward Walter Sunseri, Jr. Sunseri's P.O. Box 83 Glendora, California 91740 Fax: (626) 335-4783 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. 25G-17 Exhibit 1 24. HAZARDOUS SUBSTANCES A. Concessionaire shall not allow the illegal installation, storage or utilization of a Hazardous Substance in, on or under the Concession Area or any area temporarily used for concession services. Hazardous Substance shall mean for the purpose of this Agreement and substance listed by the Environmental Protection Agency or the State of California as a Hazardous Substance. To the extent that Concessionaire's use of the Concession Area or any other area temporarily used for concession services results in the release of Hazardous Substance, Concessionaire will notify City immediately and shall be responsible for the cost of all remediation and removal to the City's satisfaction and in compliance with all applicable federal, state and local laws and regulations. B. Concessionaire specifically agrees to defend, hold harmless, and indemnify the City, its officials, employees, agents and volunteers related to release of Hazardous Substance whether intentional or not as a result of Concessionaire's provision of services pursuant to this Agreement, in the Concessionaire Area, or on any other Area owned by City and utilized by Concessionaire pursuant to this Agreement. 25. COMPLAINCE WITH ALL LAWS Concessionaire shall at all times in its use, occupancy and maintenance of the Concession Area comply with all applicable laws, rules and regulations and direction by competent governmental authorities. This includes but is not limited to, compliance with the Americans with Disabilities Act of 1990 ("ADA") and all other applicable state and federal laws and regulations enacted protecting the rights of people with disabilities. 26. 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. C. Any obligation which accrues under this Agreement prior to the its expiration or termination, shall survive such expiration or termination unless the Agreement specifically states otherwise. D. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument. 25G-18 It Exhibit 1 �4. IN WITN MS WIiE1kELid±, d K- panics her€i.a have execu[od this Agree rtxnt the date wed year first abme written. ATTEST: Daisy Gvfncz Clerk of the Council APPROVED A5 TO FORM: SONIA R_ CARVALHO Ciry Attorney By., daling A R Laura A. Rossin i Acting ChiefAsat City Attorney RF COMMF,NDED FOR APPROVAL: Lisa Rudioff Executive Director ft&s, RLrmation & Comm uji1 }y Services Agency CITY OK SA,NTA ANA I &mIj7E I-idgc City Manager CCNCF IONAIRE: 25G-19 Yiy�y^ i'Y, i � �- Exhibit 1 Exhibit A 25G-20 Exhibit 1 Exhibit B The semi -permanent bar must be of equal quality or better than the manufactured products offered by White Sands Tiki Bars. The installation at the Zoo must have a solid back wall. Additional mobile bars will be a standard mobile catering bar with a black skirt like, similar in appearance to this: 25G-21 Exhibit 1 Exhibit C Sample Calaula Gonsipr City Revenue Quantity Unit Cost Unit Total Tax(925%) Total City's 20%Share 2 beverages $9.00 $IR.00 $266 $19.66 $3.60 Description Unit Cost Per Total PaopE Add-0rts Unit Total Sunseri's Service Tax (9,25%) Total City', 20%5hare Person Fee 20% Call ear $16.00 $45.00 $225,00 $945.00 $189.00 $87A1 $1,221.41 $189.00 25G-22 Exhibit 1 Exhibit D 25G-23 Exhibit 1 DRINK PRICES SPECIALTY COCKTAILS: WINE: BEER: $12.00 I.D. REQUIRED 25G-24 Exhibit 1 SUNSERPS SANTA ANA ZOO PAGE #1 MICHAEL SERENO PO BOX 83 800 / 635-9732 — BUS GLENDORA, CA 91740 626 / 335-4783 - FAX mike@sunseris.com WEB SITE: www.sunseris.com HOSTED BAR PRICING BAR BAR 50 to 74 75 to 99 100 to 149 150 to 249 250+ NO. TYPE ADULTS ADULTS ADULTS ADULTS ADULTS #1 SOFT BAR $15.00 Per Person $14.00 Per Person $ 13.00 Per Person $ 12.00 Per Person $ 11.00 Per Person #2 CALL BAR $18.00 Per Person $16.00 Per Person $15.00 Per Person $14.00 Per Person $13.00 Per Person #3 GOLD BAR $21.00 Per Person $19.00 Per Person $18.00 Per Person $17.00 Per Person $16.00 Per Person ALL BARS INCLUDE: ONE (1) BAR FOUR (4) HOURS OF SERVING TIME BARTENDERS: $225.00 EACH GUESTS UNDER 21 : $2.50 EACH CASH BAR AFTER HOURS AT $30.00 PER HOUR ADD CASH LIQUOR TO HOSTED SOFT BAR AT NO ADDITIONAL COST OPTIONS: BOTTLED BEER UPGRADE: $1.00 PER ADULT GUEST (UP TO 4 CHOICES) ADD SIMPLE SIGNATURE DRINKS TO A SOFT BAR: $1.50 PER ADULT GUEST HOSTED SODAS, JUICES AND WATERS: $1.95 PER PERSON CHAMPAGNE & CIDER TOAST: $1.50 PER GUEST (MUST BE ADDED TO ALL GUESTS) (CHAMPAGNE GLASS NOT INCLUDED) GRATUITY: IF TIP GLASS IS ALLOWED, THEN NO ADDITIONAL CHARGES IF NO TIP GLASS ALLOWED. THAN GRATUITY ADDED TO INVOICE 20% SERVICE FEE PLUS SALES TAX 25G-25 Exhibit 1 P.O. BOX 83 GLENDORA, CA. 91740 WEB SITE: www.sunseris.com SUNSERPS MICHAEL SERENO mikeCa)sunseris.com HOSTED BAR SERVICES 800 / 635-9732 - Bus 626 / 335-4783 - Fax PAGE #2 #1 HOSTED SOFT BAR Beer Service Bottled Domestic (Choice of Two) Bottled Import/Craft/Microbrew (Choice of One) (Some Limitations Apply) Wine Service Salmon Creek Sonoma Chardonnay, Cabernet Sauvignon and Pinot Grigio Soft Drink Service Coke, Diet Coke, 7-Up and Perrier #2 HOSTED CALL BAR Liquor Service Tito's & Smirnoff Vodka, Gordon's Gin, 7 Crown, Jack Daniels, Bacardi Rum, Malibu Rum, Spiced Rum, Jose Cuervo Gold Tequila, J&B Scotch, Brandy, Kahlua, Midori, Apple, Triple Sec, Amaretto, Peach Schnapps, Long Island Iced Tea Beer Service Bottled Domestic (Choice of Two) Bottled Import/Craft/Microbrew (Choice of One) (Some Limitations Apply) Wine Service Salmon Creek Sonoma Chardonnay, Cabernet Sauvignon and Pinot Grigio Soft Drink Service Coke, Diet Coke, 7-Up and Perrier #3 HOSTED GOLD BAR Liquor Service Grey Goose & Tito's Vodka, Tanqueray Gin, Chivas Regal Scotch, Crown Royal, Jack Daniels, Bacardi Rum, Malibu Rum, Captain Morgan Rum, Patron Silver, Hennessey Cognac, Jameson Irish Whisky, Kahlua, Midori, Apple, Triple Sec, Amaretto, Peach Schnapps, Long Island Iced Tea Beer Service Bottled Domestic & Import/Craft/Microbrew (Choice of Four Total) (Some Limitations Apply) Wine Service BV Coastal Estates Collection Chardonnay BV Coastal Estates Collection Cabernet Sauvignon Coastal Vines Pinot Noir & Pinot Grigio Soft Drink Service Coke, Diet Coke, 7-Up, Red Bull and Perrier ALL BAR SERVICES INCLUDE THE FOLLOWING: Four (4) Hours of Service; One 6' Portable Bar. Bar Skirting; Napkins; Stir Straws; Clear Hard Plastic Glassware in Two Sizes; Ice; all operational equipment for your Bar Service type, a full range of mixes and condiments, as well as Liquor Liability Insurance are also included. WE WELCOME SPECIAL REQUESTS 25G-26 Exhibit 1 ADDITIONAL BAR PRICING PAGE #3 DRINK TICKETS THEN CASH BAR / UP TO 4 HOURS SERVICE #1 SOFT BAR (Cash bar with beer, wine & soda) # 2 CALL BAR (Cash bar with house/well liquor, beer, wine & soda) #3 GOLD BAR (Cash bar with premium liquor, beer, wine & soda) ADD HOSTED SODAS FOR THE NIGHT ALL BARTENDERS $250.00 CASH BAR SET UP (INCLUDES ONE BAR) $6.50 PER TICKET $8.00 PER TICKET $10.00 PER TICKET $2.00 PER PERSON $225.00 EACH ADDITONAL HOURS ON CASH BAR - $75 PER HOUR PER BARTENDER ANY AMOUNT OF TICKETS CAN BE PURCHASED CHAMPAGNE TOAST CHAMPAGNE AND CIDER TOAST (W WYCLIFF BRUT AND MARTINELLES) WITHOUT GLASS $1.50 PER PERSON CHAMPAGNE BY THE BOTTLE (TOAST UPGRADE) HOUSE CHAMPAGNE COOKSBRUT FREXINET KORBEL DOMAINE CHANDON VEUVE CLICQUOT PLUS SALES TAX $ 7.50 PER BOTTLE $ 11.00 PER BOTTLE $ 11.00 PER BOTTLE $16.00 PER BOTTLE $22.00 PER BOTTLE $80.00 PER BOTTLE **IF THE BRAND YOU ARE LOOKING FOR IS NOT ON THE LIST PLEASE INQUIRE ABOUT PRICING** 25G-27 Exhibit 1 WINE LIST: TABLE WINE PAGE 44 BOTTLE PRICE CHARDONNAY: BV COASTAL ESTATES $9.00 CARMENET VINTNER'S COLLECTION $12.00 CHATEAU ST. JEAN SONOMA $16.00 CHATEAU SOUVERAIN ALEXANDER VALLEY $18.00 CLOS DU BOIS $16.00 CUPCAKE VINEYARDS $14.00 ESTRELLA PROPRIETOR'S RESERVE NAPA $9.00 GEYSER PEAK $15.00 GNARLY HEAD $16.00 ROBERT MONDAVI PRIVATE SELECTION $13.00 STERLING VINEYARDS CENTRAL COAST $14.00 WOODBRIDGE $11.00 CABERNET SAUVIGNON OR MERLOT BV COASTAL ESTATES $9.00 CARMENET VINTNER'S COLLECTION $12.00 CHATEAU SOUVERAIN (MERLOT ONLY) $18.00 CLOS DU BOIS $16.00 CUPCAKE VINEYARDS $14.00 ESTRELLA PROPRIETOR'S RESERVE,NAPA $9.00 GEYSER PEAK $15.00 GNARLY HEAD $16.00 ROBERT MONDAVI PRIVATE SELECTION $13.00 STERLING VINEYARDS CENTRAL COAST $17.00 WOODBRIDGE $11.00 PINOT GRIGIO CUPCAKE VINEYARDS $14.00 TERRAMIA (DOCG) ITALY $11.00 SAUVIGNON BLANC GEYSER HEAD $16.00 ROBERT MONDAVI PRIVATE SELECTION $13.00 STERLING VINEYARDS CENTRAL COAST $14.00 PINOT NOH2 COASTAL VINES $9.00 GNARLY HEAD $16.00 ROBERT MONDAVI PRIVATE SELECTION $13.00 WINE UPGRADE ON BAR PACKAGES #1, #2 OR #3 BAR (PRODUCT LISTED ABOVE) $ 3.00 PER PERSON NO CHARGE TO UPGRADE PACKAGE #1 AND #2 TO ESTRELLA $0.50 CHARGE TO UPGRADE PACAKGE #1 AND #2 TO CARMENTE VINTNERS PLUS SALES TAX 25G-28 Exhibit 7 Exhibit E Uniforms shall be professional in appearance. The uniforms will be a blue denim shirt with the Sunseri's logo and black pants. UNSIRI'S 6.Ak & 6_'v Ei A6; •'--A-; i AG 25G-29 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 15, 2020 TITLE: RESOLUTION RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019- 37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER October 06, 2020 October 20, 2020 RECOMMENDED ACTION Adopt a resolution rescinding City Council Resolution No. 2019-099, upholding the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, and 2019-37; rescinding the City's California Environmental Quality Act -related findings; and declaring null and void Planning Commission Resolution Nos. 2019-35, 2019-36, and 2019-37 pertaining to the property located at 301 and 325 N. Tustin Avenue. DISCUSSION The 2018 Project Approvals On October 8, 2018, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2018 Project"): 1. Adopted Resolution No. 2018-28, approving Conditional Use Permit No. 2018-18 to allow a drive -through; 2. Adopted Resolution No. 2018-35, approving Variance No. 2018-10 to allow for reduced yards for a service station; On November 20, 2018, the City Council of the City of Santa Ana took the following actions with regard to the 2018 Project: 1. Adopted Resolution No. 2018-081, adopting Mitigated Negative Declaration Environmental Review No. 2016-156 and corresponding Mitigation Monitoring and Reporting Program; 55A-1 Resolution Rescinding 2019 Land Use Approvals (301/325 N. Tustin Ave.) September 15, 2020 Page 2 2. Adopted Resolution No. 2018-082, approving General Plan Amendment No. 2018-05 for the property located at 301 N. Tustin Avenue, 431 N. Tustin Avenue, and 2321 East Fourth Street; 3. Introduced a first reading of Ordinance No. NS-2960, approving Amendment Application No. 2018-08 to rezone 301 and 325 N. Tustin Avenue, 401 N. Tustin Avenue, and 2320 East Fourth Street from Professional to General Commercial; On December 4, 2018, after a second reading, the City Council of the City of Santa Ana adopted Ordinance No. NS-2960. Resolution Nos. 2018-28, 2018-35, 2018-081, 2018-082, and Ordinance No. NS-2960 shall be collectively referred to as the "2018 Approvals." The 2019 Project Approvals On September 9, 2019, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2019 Project'): 1. Adopted Resolution No. 2019-35, approving Conditional Use Permit No. 2019-30 to allow a car wash; 2. Adopted Resolution No. 2019-36, approving an amendment to Variance No. 2018-10; 3. Adopted Resolution No. 2019-37, approving Conditional Use Permit No. 2019-31 to allow 24-hour operations of a retail store. 4. The City determined that the 2019 Project was eligible for a CEQA Class 32 In -fill Development Exemption. On October 15, 2019, the City Council upheld the Planning Commission's adoptions of Resolution Nos. 2019-35, 2019-36, 2019-37, the City's CEQA Class 32 In -fill Development Exemption, and further determined that the 2019 Project was eligible for a CEQA Class 3 New Construction or Conversion of Small Structure Exemption after a duly noticed de novo public hearing on Appeal Application 2019-03, by City Council Resolution No. 2019-099. Planning Commission Resolution Nos. 2019-35, 2019-36, 2019-37, City Council Resolution No. 2019-099, and the City's CEQA Class 32 In -fill Development and Class 3 New Construction or Conversion of Small Structure Exemptions are collectively referred to as the "2019 Approvals". On August 31, 2020, the applicant for the 2019 Project, The Russell Fischer Partnership, LP ("RF"), submitted a letter to the City Council requesting rescission of the 2019 Approvals due to financial hardship caused by dramatic changes in the economy caused by the COVID-19 pandemic. (Letter attached hereto as Exhibit 1). Because RF no longer intends to pursue the 2019 Approvals, staff recommends that the City Council rescind the following 2019 Approvals in their entirety such that the 2019 Approvals will have no further force or effect: Resolution No. 2019-099, upholding the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, and 2019-37; and the City's determination that the 2019 Project is eligible for a CEQA Class 32 In -fill Development Exemption and Class 3 New Construction or Conversion of Small Structure Exemptions. Staff further recommends that the City 55A-2 Resolution Rescinding 2019 Land Use Approvals (301/325 N. Tustin Ave.) September 15, 2020 Page 3 Council declare null and void Planning Commission Resolution Nos. 2019-35, 2019-36, and 2019- 37 such that these resolutions are no longer in effect. The 2018 Approvals are valid and remain in full force and effect. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Sonia R. Carvalho, City Attorney Exhibit(s): 1. Letter Requesting Rescission of 2019 Approvals 2. Resolution 55A-3 EXHIBIT 1 <2 �aisute August 31, 2020 Honorable Mayor Miguel Pulido Honorable City Council Members City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Re: The Russell Fischer Partnership, LP 2019 Approvals Dear honorable Slayor Pulido and honorable City Council Members: In September 2019. the City of Santa Ana ("City') Planning Commission issued approvals to The Russell Fischer Partnership, L.P. ("RF'), for RF to develop an automated car wash, fuel station and convenience store ("2019 Project"). In connection with the 2019 Project, the Planning Commission issued the following approvals; Resolution No. 2019-35, approving Conditional Use Permit No. 2019-30 to allow a car wash, Resolution No. 2019-36, approving an amendment to Variance No_ 2018-10, and Resolution No. 2019.37, approving Conditional Use Permit No. 2019-31 to allow 24-hour operations of a retail store. The City determined that the 2019 Project was eligible for a CEQA Class 32 In -fill Development Exemption ("CEQA Exemption"). Resolution Nos. 2019-35, 2019-36 and 2019-37 and the CEQA Exemption are collectively the "2019 Approvals". RF has chosen to not move forward with the development of the 2019 Project. Due to dramatic changes in the economy caused by the COV ID-19 pandemic, RF sales and profits have substantially decreased. RF went almost two months without generating any income, while RF paid all business expenses, including employee wages. Therefore. by this letter. RF hereby requests the City Council to rescind the 2019 ,Approvals. As a condition precedent to Rl's request for rescission of the 2019 Approvals. the City Council is to approve the settlement agreement which has been reached between RF and the City_ This condition precedent may be vvatved, ifat all. solely by RF_ If the City does not approve the settlement agreement, then RF's request to rescind the 2019 Approvals is hereby withdrawn_ cc: Ms. Kristine Ridge Sonia C'arvalho. Esq. Alkha Winterswyck, Esq. "`"��` 55A-4 EXHIBIT 2 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37: RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION'S RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE 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 8, 2018, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2018 Project"): 1. Adopted Resolution No. 2018-28, approving Conditional Use Permit No. 2018-18 to allow a drive -through; 2. Adopted Resolution No. 2018-35, approving Variance No. 2018-10 to allow for reduced yards for a service station; B. On November 20, 2018, the City Council of the City of Santa Ana took the following actions with regard to the 2018 Project: 1. Adopted Resolution No. 2018-081, adopting Mitigated Negative Declaration Environmental Review No. 2016-156 and corresponding Mitigation Monitoring and Reporting Program; 2. Adopted Resolution No. 2018-082, approving General Plan Amendment No. 2018-05 for the property located at 301 N. Tustin Avenue, 431 N. Tustin Avenue, and 2321 East Fourth Street; 3. Introduced a first reading of Ordinance No. NS-2960, approving Amendment Application No. 2018-08 to rezone 301 and 325 N. Tustin Avenue, 401 N. Tustin Avenue, and 2320 East Fourth Street from Professional to General Commercial; Resolution No. 2020-m Page 1 of 4 55A-5 C. On December 4, 2018, after a second reading, the City Council of the City of Santa Ana adopted Ordinance No. NS-2960; D. Planning Commission Resolution Nos. 2018-28, 2018-35, and City Council Resolution Nos. 2018-081, 2018-082, and Ordinance No. NS-2960 shall be collectively referred to as the "2018 Approvals"; E. On September 9, 2019, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2019 Project'): 1. Adopted Resolution No. 2019-35, approving Conditional Use Permit No. 2019-30 to allow a car wash; 2. Adopted Resolution No. 2019-36, approving an amendment to Variance No. 2018-10; 3. Adopted Resolution No. 2019-37, approving Conditional Use Permit No. 2019-31 to allow 24-hour operations of a retail store. 4. The City determined that the 2019 Project was eligible for a CEQA Class 32 In -fill Development Exemption. F. On October 15, 2019, the City Council upheld the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, 2019-37, the City's CEQA Class 32 In - fill Development Exemption, and further determined that the 2019 Project was eligible for a CEQA Class 3 New Construction or Conversion of Small Structure Exemption after a duly noticed de novo public hearing on Appeal Application 2019-03, by City Council Resolution No. 2019-099. G. Planning Commission Resolution Nos. 2019-35, 2019-36, 2019-37, City Council Resolution No. 2019-099, and the City's CEQA Class 32 In -fill Development and Class 3 New Construction or Conversion of Small Structure Exemptions shall be collectively referred to as the "2019 Approvals"; H. By letter addressed to the City Council dated August 31, 2020 (Exhibit A attached hereto), the applicant for the 2019 Project, The Russell Fischer Partnership LP ("RF"), has chosen to not move forward with the development of the 2019 Project; I. Due to dramatic changes in the economy caused by the COVID-19 pandemic, RF sales and profits have substantially decreased, with little money coming in while RF still incurred and paid all business expenses, including employee wages. Therefore, RF has requested the City Council to rescind the 2019 Approvals because the 2019 Project is no longer financially feasible. Resolution No. 2020-x Page 2 of 4 y Section 2. The City Council hereby rescinds the following 2019 Approvals in their entirety and as such 2019 Approvals shall have no further force or effect: A. City Council Resolution No. 2019-099, upholding the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, and 2019-37; B. City's determination that the 2019 Project is eligible for a CEQA Class 32 In -fill Development Exemption and Class 3 New Construction or Conversion of Small Structure Exemptions. Furthermore, the City Council hereby declares null and void Planning Commission Resolution Nos. 2019-35, 2019-36, and 2019-37 such that these Resolutions are no longer in effect. Section 3. The following 2018 Approvals have not expired and were not rescinded by the City, and therefore are valid and remain in full force and effect: A. Planning Commission Resolution No. 2018-28, approving Conditional Use Permit No. 2018-18 to allow a drive -through; B. Planning Commission Resolution No. 2018-35, approving Variance No. 2018-10 to allow for reduced yards for a service station; C. City Council Resolution No Declaration Environmental Review No. Monitoring and Reporting Program; 2018-081, adopting Mitigated Negative 2016-156 and corresponding Mitigation D. City Council Resolution No. 2018-082, approving General Plan Amendment No. 2018-05 for the property located at 301 N. Tustin Avenue, 431 N. Tustin Avenue, and 2321 East Fourth Street; E. Ordinance No. NS-2960, approving Amendment Application No. 2018-08 to rezone 301 and 325 N. Tustin Avenue, 401 N. Tustin Avenue, and 2320 East Fourth Street from Professional to General Commercial. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2020. Miguel A. Pulido Mayor Resolution No. 2020-x Page 3 of 4 55A-7 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2020 - to be the original resolution adopted by the City Council of the City of Santa Ana on 12020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-m Page 4 of 4 '• • REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: ADOPT A RESOLUTION AMENDING AND RESTATING THE CITY'S MASTER PAY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS SECTION 570.5 AND THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CALIPERS) /s/ Kristine CITY MANAGER 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 RECOMMENDED ACTION Adopt a resolution amending and restating the City's Master Pay Schedule for all represented and unrepresented employee classifications of the City of Santa Ana covered by a City adopted Classification and Compensation Plan to conform with Title 2 of the California Code of Regulations Section 570.5, listing all employee pay rates on a publicly available master pay schedule approved and adopted by City Council. DISCUSSION Adoption of this Resolution (Exhibit 1) will amend the City's Master Pay Schedule to reflect the following changes: 1. The Service Employees International Union Local 721 (SEIU) cost of living adjustment of seven (7) salary ranges (approximately 3.5%), effective July 1, 2020, and other special pay additives, as authorized on November 19, 2019 through successor Memorandum of Understanding (MOU) A-2019-227. 2. The Part-time Civil Service Employees, Service Employees International Union Local 721 (SEIU) cost of living adjustment of seven (7) salary ranges (approximately 3.5%), effective July 1, 2020, and other special pay additives, as authorized on May 5, 2020 through successor Memorandum of Understanding (MOU) A-2020-090. 3. The Santa Ana Management Association (SAMA) cost of living adjustment of 3.5%, effective July 1, 2020, and other special pay additives, as authorized on October 1, 2019 through successor Memorandum of Understanding (MOU) A-2019-185. 55B-1 Resolution Amending and Restating the City's Master Pay Schedule October 20, 2020 Page 2 4. The Confidential Association of Santa Ana (CASA) cost of living adjustment of 3.5%, effective July 1, 2020, and other special pay additives, as authorized on October 1, 2019 through successor Memorandum of Understanding (MOU) A-2019-186. 5. The Santa Ana Police Management Association (PMA) cost of living adjustment of eight (8) salary ranges (approximately 4.0%), effective July 1, 2020, and other special pay additives, as authorized on October 1, 2019 through successor Memorandum of Understanding (MOU) A-2019-187. 6. The incorporation of FY20-21 Budget Workforce changes, additions, and deletions to the City's Basic Classification and Compensation Plan, as approved on June 16, 2020 through Resolution No. 2020-052. Adoption of this resolution (Exhibit 1) will comply with CaIPERS' interpretation of the requirements of Title 2 of the California Code of Regulations Section 570.5 by affirming the single Master Salary Schedule already on the City's website and publically available and representing all previously approved actions on individual employee classifications set forth as part of the salary schedule. CalPERS, pursuant to their interpretation of Title 2 of the California Code of Regulations Section 570.5, which recommends all California Public Employees' Retirement System (CaIPERS) employers to maintain their compensation levels in one publicly available document, approved and adopted by the governing body, which must meet all of the following requirements: 1. Has been duly approved and adopted by the employer's governing body in accordance with requirements of applicable public meetings laws; 2. Identifies the position title for every employee position; 3. Shows the pay rate for each identified position, which may be stated as a single amount or as multiple amounts within a range; 4. Indicates the time base, including, but not limited to, whether the time base is hourly, daily, bi-weekly, monthly, bi-monthly, or annually; 5. Is posted at the office of the employer or immediately accessible and available for public review from the employer during normal business hours or posted on the employer's internet website; 6. Indicates an effective date and date of any revisions; 7. Is retained by the employer and available for public inspection for not less than five years; and 55B-2 Resolution Amending and Restating the City's Master Pay Schedule October 20, 2020 Page 3 8. Does not reference another document in lieu of disclosing the pay rate. CalPERS interprets California Code of Regulations Section 570.5 to require that the City list compensation levels for all positions on one document duly approved and adopted by the City Council. FISCAL IMPACT Adoption of a Master Salary Schedule has no fiscal impact to the City for preparation or distribution, as the actions already occurred. If this resolution is not adopted, the potential fiscal impact for retiring employees could be significant because CalPERS has stated that if an agency cannot provide a document meeting the requirements of Title 2 of the California Code of Regulations Section 570.5, then CalPERS must determine that the pay amount fails to meet the definition of pay rate. Submitted by: Steven V. Pham, Executive Director — Human Resources Department Exhibit: 1. Resolution 55B-3 EXHIBIT 1 :7 : & to] III II I to] 010 to]�iY�i�:�:�:/ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING AND RESTATING THE CITY'S MASTER SALARY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS, SECTION 570.5 AND THE CALIFORNIA EMPLOYEES' RETIREMENT SYSTEM (CALPERS) 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. The California Public Employees' Retirement System (CaIPERS), has requested that all CalPERS employers list their compensation levels on one document, approved and adopted by the governing body, in accordance with Title 2 of the California Code of Regulations section 570.5, and meeting all of the following requirements thereof: 1) Has been duly approved and adopted by the employer's governing body in accordance with requirements of applicable public meetings laws; 2) Identifies the position title for every employee position; 3) Shows the pay rate for each identified position, which may be stated as a single amount or as multiple amounts within a range; 4) Indicates the time base, including, but not limited to, whether the time base is hourly, daily, bi-weekly, monthly, bi-monthly, or annually; 5) Is posted at the office of the employer or immediately accessible and available for public review from the employer during normal business hours or posted on the employer's internet website; 6) Indicates an effective date and date of any revisions; 7) Is retained by the employer and available for public inspection for not less than five years; and 8) Does not reference another document in lieu of disclosing the pay rate. 55B-4 Section 2: The Master Salary Schedule was previously prepared, publically available, and compiled from information that was already approved and adopted by the City Council pursuant to previous Resolutions Amending and/or Restating the City's Classification and Compensation Plan, employment agreements, and Memorandums of Understanding with various labor organizations representing City employees. Section 3: On December 3, 2019, the Santa Ana City Council approved Resolution No. 2019-111 adopting the Master Salary Schedule. It was amended by Resolution Nos. 2020-006 and 2020-063. Section 4: On November 19, 2019, the Santa Ana City Council approved a Memorandum of Understanding ("MOU") with the Service Employees International Union Local 721. Contained therein, were certain cost of living adjustments (approximately 3.5% effective July 1, 2020) and other special pay additives that have gone into effect with the approval of the MOU. Section 5: On May 5, 2020, the Santa Ana City Council approved a Memorandum of Understanding ("MOU") with the Part-time Civil Service, Service Employees International Union Local 721. Contained therein, were certain cost of living adjustments (approximately 3.5% effective July 1, 2020) and other special pay additives that have gone into effect with the approval of the MOU. Section 6: On October 1, 2019 the Santa Ana City Council approved a Memorandum of Understanding ("MOU") with the Santa Ana Management Association (SAMA). Contained therein, were certain cost of living adjustments (3.5% effective July 1, 2020) and other special pay additives that have gone into effect with the approval of the MOU. Section 7: On October 1, 2019 the Santa Ana City Council approved a Memorandum of Understanding ("MOU") with the Confidential Association of Santa Ana (COSA). Contained therein, were certain cost of living adjustments (3.5% effective July 1, 2020) and other special pay additives that have gone into effect with the approval of the MOU. Section 7: On October 1, 2019 the Santa Ana City Council approved a Memorandum of Understanding ("MOU") with the Santa Ana Police Management Association (PMA). Contained therein, were certain cost of living adjustments (approximately 4.0% effective July 1, 2020) and other special pay additives that have gone into effect with the approval of the MOU. Section 8: On June 16, 2020, the Santa Ana City Council approved Resolution No. 2020-052 to effect certain changes to the City's basic classification and compensation plan in the FY20-21 Budget Workforce Changes. Section 9: The City Council has amended and reestablished the City's Master Pay Schedule on several occasions since its adoption. 55B-5 Section 10: The City of Santa Ana now desires to amend and restate the City's "Master Salary Schedule" to reflect the changes outlined in Sections 4 through 8 of this Resolution. The Master Salary Schedule as amended is set forth in the attached Attachment "A" to this Resolution and incorporated herein by reference. Section 11: This Resolution is operative from and after the date upon which it is adopted. The effective dates of the pay ranges for each title and job category identified in the Master Salary Schedule are indicated therein. ADOPTED this 20th day of October, 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: X,-� A. R Laura A. Rossini Acting Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 55B-6 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original Resolution adopted by the City Council of the City of Santa Ana on October 20, 2020. Date: Daisy Gomez, CIVIC Clerk of the Council City of Santa Ana 55B-7 ATTACHMENT A CITY OF SANTAANA MASTER SALARY SCHEDULE FISCAL YEAR 2020-2021 Update as of July 1, 2020 55B-8 TABLE OF CONTENTS: REGULAR CLASSES AND ASSIGNMENT OF CLASSES TO SALARY RATE RANGES .............................P. 01 - 08 PART-TIME CATEGORIES SALARY RATE RANGES................................................................................P. 09 - 10 DEFINE SALARY RATE RANGE AND STEP ADVANCEMENT.................................................................P. 11 - 12 I.y:1Syl9[34Ii]Jll»ki6ye\Ire] kiIa:Tipl61relki =%MWi OTHER PAY ADDITIVES............................................................................................................................P. 18 - 20 FOOTNOTES.............................................................................................................................................. P. 21 EFFECTIVE CHANGES, INCORPORTED HEREIN.....................................................................................P. 22 PRIMARY SALARY MATRIX (EXHIBIT A).................................................................................................P. 23 MIDDLE -MANAGEMENT SALARY MATRIX (EXHIBIT B).......................................................................P. 24 EXECUTIVE MANAGEMENT SALARY MATRIX(EXHIBITC)..................................................................P.25 55B-9 n mmm m m an a � �+m+mmno� m.1Oi .ei 1O `��O n m.m+v m.ni mm � � n.ni rvry n mom o � nor ry n �.Qi �m a rvLr ry .6 . mmmmN v �NIemmn eNe.+nn win mromm.I o Ir 1 16 mNw w n W vl Ifl Vl h W lO V w' h N M h� V� N Vl tO Vl l0' h If1 � Ifl h O h W fl d' O O Ol fl Ol lO N N h W N 'I Vl h� 1!1 Vl w' h vl Vl O O n ti w o w N n m Vl Ol w O Ol w n m M M n w n O y M Ol N n n Ol M N M n or m m W m O n w m O 41 N w n o n vt O w n .i O w n M Ol M Ol n. 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W N z <<o' II W> 0 -> z rc J LL a z¢ o u W -}' u u O O x U O LL Z W f2 < W w- Z W W J W~ m U R LL - N M w ~ Z f 1 ~ w w Cw< O W W W O U(9 ~U wFJz J J J F a P< U r w a U F U w a O F ❑ > w w w w z r u LL N C7 x K Z U wO w w w W ❑ Q U ❑ a 0 ❑� w z > O w F w w F w w J J J> a w LL w a F U< u J Z_ W V F< y U F Z W W W F Z W a W a U Z LL w z Z F Z Z 1�wCC '_ K K K Q w 0 w N �j O> F z K❑ d' Z a J❑ o F F K N N M w z, F z ro N N z w N W LL' tal 0 K N m L Z w W❑ C O Z V) N 41 <> O Q U w w U W Z w w U K K z F W ¢ W W W Q Z< O aK K K K Q Q <Yo❑wz U< w w LL' F 4 W Z W W W < F U U U U❑ F U Z O_ > U❑ J K (� O K J >� Z J J J J< 0 m 0 m 0 m w LL K U z 5 z< m O O Z Z O m Q ¢ < o o o o w O w O O w w< g w w L<mm UUw LLLLx�J� a a a a m V1 W W z W -' < O m m w m w w w ❑ o❑❑ 0 o Ow 0rN0 0M0 0�0D 0iO0n O QmN0 U W UJDMrMMOOfaaMrMOMOM rN0 O M m O DO OO O O OO O O O O O O O O O O M O 0 m o 5 �U 3 m O 0 m O 0 ❑ ❑ 0 ❑ 0 z z z M N L LL LL LL LL LL LL LL LL LL LL LL LL a a a a a a W F W W J J J J J J J J J J J J J J J J J J J F W LL F W w F W M w N w N w L < < < < < < < < < < < < < < < < < < F O > F O F F O U U U U U U z z z Z z Z z Z z Z z Z z Z z Z z Z O< O LL O F F F F F F DOOOOOOOOOOOO N 0 N 0 N 0 N U< N U< y U r 2 m m m m m L <<<<<<<<<<< < < < < a a ~ a > > > > > > u W W W W W W W W W W W � W W W W J Z< J Z< J Z w W W W W W t� y ul O N t� N N N f/1 N In w 0 w 0 N w U 0 UD U U O t� w w w w w DEFINE SALARY RATE RANGES AND STEP ADVANCEMENT: The City's basic salary and wage schedule provides for a number of ranges of pay rates (salary rate ranges), each comprised of pay steps or rates. The steps are identified by the letters 'AAA' to 'E' inclusive. Not all salary rate ranges are comprised of seven steps or letters (e.g., SAMA has 17 steps, identified by numbers). For employees, the purpose of each step and the length of service required for advancement within the rate range are summarized as follows: For non -management employees, represented by SEIU (Primary Salary Matrix, Exhibit A): AAA Step Normal beginning pay rate. AA Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. A Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. B Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. Also maximum hiring rate. E Step Merit Rate - After 12 months' service in next lower step. For part-time civil service employees, represented by SEIU (Primary Salary Matrix, Exhibit A): AA Step Normal beginning pay rate. A Step Automatic Increase —After 1,040 hours' service in next lower step. Also optional hiring rate. B Step Automatic Increase — After 2,080 hours' service in next lower step. Also optional hiring rate. C Step Automatic Increase — After 2,080 hours' service in next lower step. Also optional hiring rate. D Step Automatic Increase — After 2,080 hours' service in next lower step. Also optional hiring rate. E Step Automatic Increase —After 3,120 hours' service in next lower step. Also maximum hiring rate. For non -management employees, represented by POA Sworn/non-Sworn (Primary Salary Matrix, Exhibit A): A Step Normal beginning pay rate. B Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. D Step Automatic Increase - After 12 months' service in next lower step. E Step Merit Rate - After 12 months' service in next lower step. For non -sworn management employees, represented by PMA (Primary Salary Matrix, Exhibit A): Advancement in the SAMA salary rate ranges is granted only for continued meritorious performance of service. AA Step Normal beginning pay rate. A Step Merit Rate - After 6 months' service in next lower step. Also optional hiring rate. B Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. C Step Merit Rate - After 12 months' service in next lower step. Also maximum hiring rate. D Step Merit Rate - After 12 months' service in next lower step. For sworn management emolovees, represented by PMA (Primary Salary Matrix, Exhibit A): Advancement in the PMA salary rate ranges is granted only for continued meritorious performance of service. A Step Normal beginning pay rate. B Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. C Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. D Step Merit Rate - After 12 months' service in next lower step. Also maximum hiring rate. E Step Merit Rate - After 12 months' service in next lower step. For non -sworn and sworn management employees, represented by PMA Annual Performance Based Bonus Pay: Performance rated as Significantly Exceeds Expectations ('5'), one-time bonus payment of five percent (5%). Performance rated as Exceeds Expectations ('4'), one-time bonus payment of five percent (2.5%). Performance rated as Meets Expectations ('3'), ineligible for a bonus payment. Performance rated as Meets Expectations ('2'), ineligible for a bonus payment. Performance rated as Meets Expectations ('1'), ineligible for a bonus payment. 55B-20 Page 11 of 25 For non -management employees, represented by CASA (Off the Matrix): AA Step Normal beginning pay rate. A Step Automatic Increase - After 6 months' service in next lower step. Also optional hiring rate. B Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. C Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. D Step Automatic Increase - After 12 months' service in next lower step. Also optional hiring rate. E Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. For administrative -management employees (AM), represented by SAMA (Off the Matrix): Advancement in the SAMA salary rate ranges is granted only for continued meritorious performance of service. A Step Normal beginning pay rate. B Step Merit Rate - After 12 months' service in next lower step. Also optional hiring rate. C Step Merit Rate -After 12 months' service in next lower step. Also optional hiring rate. D Step Merit Rate -After 12 months' service in next lower step. Also maximum hiring rate. E Step Merit Rate -After 12 months' service in next lower step. For middle -management employees (MM), represented by SAMA (MM Matrix, Exhibit B): Advancement in the SAMA salary rate ranges is granted only for continued meritorious performance of service. SAMA middle -management classifications merit rate ranges are from step '1" through '17" SAMA middle -management optimal hiring rate states are from step 'T' through "6" SAMA middle -management maximum hiring range is step "9" SAMA step advancement from '1" through '15" are advanced in two-step increments in an annual basis. SAMA step advancement from '16" through '17" are advanced in one-step increments in an annual basis. For Executive Management employees (EM), represented by Executive Management (EM Matrix, Exhibit C): EM classifications rate ranges are from step '1" through '15". EM classifications optimal and maximum hiring rate is step "15". EM merit step advancement from '1" through 15" are done annually via a performance review. EM performance rated as "Significantly Exceeds Expectations" is advanced three (3) step ranges (7.5%). EM performance rated as "Exceeds Expectations" is advanced two (2) step ranges (5.0%). EM performance rated as "Meets Expectations" is advanced one (1) step range (2.5%). EM performance rated as "Below Expectations" or "Unacceptable" does not advance into a higher step rate. For part-time employees, represented by SEIU (Off the Matrix): A Step Normal beginning pay rate. B Step Automatic Increase —After 1,040 hours' service in next lower step. Also optional hiring rate. C Step Automatic Increase — After 1,040 hours' service in next lower step. Also optional hiring rate. D Step Automatic Increase — After 1,040 hours' service in next lower step. Also optional hiring rate. E Step Automatic Increase — After 1,040 hours' service in next lower step. Also optional hiring rate. For Part-time employees, non -represented (Off the Matrix): A Step Normal beginning pay rate. B Step Automatic Increase —After 1,040 hours' service in next lower step. Also optional hiring rate. C Step Automatic Increase — After 1,040 hours' service in next lower step. Also optional hiring rate. D Step Automatic Increase — After 1,040 hours' service in next lower step. Also optional hiring rate. E Step Automatic Increase —After 1,040 hours' service in next lower step. Also optional hiring rate. In the primary salary schedule matrix (Exhibit A), each salary range is identified by a three -digit number. The first two digits are listed in the first vertical column on the left and the third digit is listed horizontally across the top and identifies the appropriate column. This three -digit range number locates the starting step ("AAA, AA" or "A") of the range depending on whether the class has been assigned 5, 6 or 7 steps and the subsequent steps ("AA, A," "B," "C," "D" and "E") are found in the column directly below the starting step. For example, "AAA" step of Range No. 501 is found to be $2402 by moving down the left column (Range No.) to the number 50 (the first two digits of the Range No.), then horizontally to column 1 (the third digit of the Range No.). The "AAA" step of $2402 has the remaining steps shown directly below; thus the full, seven -step range is 2402-2523-2650- 2782-2921-3067-3221. In the same manner, RangeN�55 i found to be 3129-3285-3449-3622-3803-3994-4194. p 1 Page 12 of 25 SPECIAL COMPENSATION PROVISIONS: Lower case letters appearing next to certain occupational code numbers in the above listing refer to special compensation provisions, shown below, that may be applicable to certain incumbents of the classes of employment so identified. Note: SEIU MOU Article V Section 1B Limitation on Assignment Pay Differentials Employees hired after August 31, 2010 or hired before August 31, 2010, who did not receive assignment pay under section 5.1 of this article prior to June 30, 2013, shall not be eligible to receive it. SEIU MOU Article V section 10 Limitation on Career Development Incentive Pay With the exception of employee classifications listed below*, employees covered by this MOU and already receiving career development incentive pay under section 5.10 prior to June 30, 2012 and who continue to meet the qualifications described in the applicable career development incentive pay provisions of section 5.8 shall continue to receive said pay under the current career development incentive pay formulas. Employees who have not received career development pay prior to June 30, 2012 shall not be eligible to receive it. The employee classifications listed below* covered by this MOU and already receiving career development incentive pay under section 5.9 prior to June 30, 2013 and who continue to meet the qualifications described in the applicable career development incentive pay provisions of section 5.9 shall continue to receive said pay under the current career development incentive pay formulas. Employees in the classifications listed below who have not received career development pay prior to June 30, 2013 will not thereafter be eligible to receive it. *Associate Engineer, Senior Civil Engineer, Senior Engineer, Senior Traffic Engineer. (a) (Reserved) (b) Incumbents in the classifications of Fleet Services Technician I, II and III who possess nationally recognized certifications for Automotive Service Excellence Master Certification (ASE) and ASE Alternative Fuel, will be paid an assignment pay differential at a rate set five (5) salary rate ranges (approximately 2.5%) for said certification above their then current base monthly salary step. The restrictions set forth in Section 5.1.13 do not apply to this provision. (SEIU MOU Article V Section 1C) (c) (Reserved) (d) An incumbent in the class of Police Services Dispatcher who is continuously and regularly assigned to and actually performing in a lead supervisory and trainer capacity over an assigned shift of Police Services Dispatchers will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above his or her then current base monthly salary step. (POA MOU Article V Section 1A) (e) Incumbents in the classifications of Fleet Services Technician I, II, III, and Fleet Services Supervisor, who maintain a valid State of California Commercial Driver's License and are assigned to an area that requires the possession of either a Class "A" or Class "B" license in the course and scope of their work shall be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (SEIU MOU Article V Section 1.C.3) M (Reserved) (g) (Reserved) (h) Incumbents in the classifications of: Code Enforcement Associate, Code Enforcement Officer, Code Enforcement Supervisor who obtain or possess a valid certificate in any of four Career Development Incentive areas shall receive incentive pay worth five salary rate ranges (approximately 2.5%) for each certificates not to exceed five (5) certificates or a total of twenty-five salary rate ranges (approximately 12.5%). If an incumbent has obtained four (4) certificates from list, he or she than shall be eligible to earn an additional five (5) salary rate ranges (approximately 2.5%) pay additive upon completion of both the SCACEO/CACEO Intermediate and SCACEO/CACEO Advanced Certifications. (SEIU MOU Article V Section 9D) (i) (Reserved) 55B-22 Page 13 of 25 Q) Incumbents in the class of Police Officer who are continuously and regularly assigned to and actually performing duties of a Corporal will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. If a Corporal is assigned to lead a work unit without a Sergeant, he or she will be paid an additional five (5) salary rate ranges (approximately 2.5%) above his or her base monthly salary step for such assignment. At the present time, Directed Patrols and Civic Center Patrol units are examples of such assignments. (POA MOU Article V Section 1C) (k) Incumbents regularly and continuously assigned to lead a functional unit which includes two (2) or more positions in the same or lower classifications as the incumbent may be compensated at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 2), and/or (Council Resolution No. 82-110 Section 3.1, as amended by Resolution No. 91-103), and/or (Resolution No. 99-023) and (POA MOU Article V Section 1N) 1) (Reserved) (m) Incumbents in the classifications of Assistant Engineer, Associate Engineer, Civil Engineer, Senior Civil Engineer, Senior Engineer, Senior Traffic Engineer, Assistant Plan Check Engineer, Associate Plan Check Engineer, Senior Plan Check Engineer, or Senior Transportation Analyst will be eligible for career incentive pay for any certificates approved for their classification at a rate set of ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step for valid registration(s) as a Registered Engineer by the State of California or as a Structural Engineer by the State of California (a total of twenty (20) salary rate ranges (approximately 10% for both). Additionally, said incumbents who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of accessibility/usability (one specialty area), residential energy plan check, or non-residential energy plan check, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step in accordance with the following schedule: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%). (SEIU MOU Article V Section 9.A) and/or (as amended by Resolution No. 97- 028) In no event shall the application of this Career Development Incentive Program result in an individual being eligible to earn more than twenty (25) salary rate ranges (approximately 12.5%) above his or her current monthly base salary step. (SEIU MOU Article V Section 9) (n) An incumbent who was employed as of August 16, 1991 in the classification of Assistant Plan Check Engineer, Associate Plan Check Engineer, Senior Plan Check Engineer and who as of December 31, 1987 had possessed a valid Plan Examiner Certificate issued by the ICBO shall continue to be paid at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base salary step. However effective January 1, 1988 said ten (10) range differential shall be reduced to five (5) salary rate ranges (approximately 2.5%) for any incumbent of said classifications who is issued his or her initial certificate on or after January 1, 1988. (SEIU MOU Article V Section 913) (o) (Reserved) (p) (Reserved) (q) An incumbent in one of the classifications of: Combination Building Inspector, Senior Combination Building Inspector, Building Technician, or Senior Plumbing/Mechanical Systems Specialist who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in relevant areas (see MOU for full details) shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10%); an additional certificate from the fifth specialty area (total of five): twenty-five (25) salary rate ranges (approximately 12.5%). (SEIU MOU Article V Section 9C) (r) (Reserved) 55B-23 Page 14 of 25 (s) An incumbent in the classification of Maintenance Worker I I (assigned to the tree crew) who possesses a valid certificate issued by the International Society of Arboriculture (ISA) as a certified Tree Worker shall be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 9H) (t) (Reserved) (u) An incumbent in the classification of Construction Inspector or Senior Construction Inspector who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of reinforced concrete, structural masonry, structural steeUwelding, electrical inspection, plumbing inspection, plans examiner, or C27 landscape contractors license, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%);an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10%); and an additional certificate from the fifth specialty area (total of five) twenty-five (25) salary rate ranges (approximatelyl2.5%). (SEIU MOU Article V Section 9E) (v) (Reserved) (w) An incumbent in the classification of Contracts Administrator who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of plumbing inspection, electrical inspection, plans examiner, C27 landscape contractors license, turf grass management, or certified arborist (ISA), shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step as follows: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5%); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5%); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5%); an additional certificate from a fourth specialty area (total of four) twenty (20) salary rate ranges (approximately 10%); and an additional certificate from the fifth specialty area (total of five): twenty-five (25) salary rate ranges (approximately 12.5%). (SEIU MOU Article V Section 9F) (x) (Reserved) (y) Incumbents in the class of Forensic Specialist 1, who are regularly and continuously assigned to and actually performing duties in a 'lead" supervisory capacity over a primary functional unit of Forensic Specialist I employees, will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above their then current base monthly salary step. (POA MOU Article V Section 1 B) (z) (Reserved) (aa) (Reserved) (bb) Incumbents in one of the classifications of Projects Manager, Tree Maintenance Supervisor, Tree Trimmer, Maintenance Worker 11 (assigned to the tree crew), or Public Works Projects Specialist who possess a valid certificate issued by the International Society of Arboriculture (ISA) as a certified arborist shall be paid at a rate of set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (SEIU MOU Article V Section 9G) (cc) (Reserved) (dd) An employee who is continuously and regularly assigned as a Training Officer working in either Field Operations, the Detention facility, or as a Forensic Specialist II will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1F as amended by Ninth Side Letter Amendment to the Memorandum of Understanding Between the City of Santa Ana and the Santa Ana POA) (ee) An employee who is continuously and regularly assigned to and actually performing duties of an Internal Affairs Officer will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1G) (ff) 55 B-24 Page 15 of 25 (ff) The incumbent of the classification Senior Deputy Clerk of the Council designated by Resolution 91- 073 as third in command in the Clerk of the Council's office with full signature authority for the Clerk in the clerk and Assistant Clerk's absence, will be paid an additional ten salary rate ranges (approximately 5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No.82-110 Section 3.1[ff], as amended by Resolution No. 91-103) (gg) The incumbent in the class of Accountant II who, at the discretion of the appointing authority, is regularly and continuously assigned electronic data processing (EDP) systems coordination responsibilities, will be paid an additional ten salary rate ranges (approximately 5%) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No.82- 110 Section 3.1 [gg], as amended by Resolution No. 92-034) (hh) An incumbent in the class of Equipment Operator who, at the discretion of the appointing authority, is regularly and continuously assigned, on a full-time basis, to operate a Motor Grader, will be paid an additional ten salary rate ranges (five percent) above the current base monthly salary step to which he or she would otherwise be entitled. (Council Resolution No. 82-110 Section 3.1[hh], as amended by Resolution No. 92-034 (ii) (Reserved) 01) (Reserved) (kk) (Reserved) (II) (Reserved) (mm) (Reserved) (nn) (Reserved) (oo) Incumbents in the classification of Correctional Officer who are continuously and regularly assigned to and actually performing duties of a Correctional Supervisor will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1 D) (pp) An employee who is continuously and regularly assigned to perform training functions as a Parking Control Officer will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1 H) (qq) (Reserved) (rr) Incumbents in the classification of Police Officerwho are continuously and regularly assigned as a Canine Officer will be paid at a rate set ten (10) salary rate ranges (approximately 5%) above his or her then current base monthly salary step. (POA MOU Article V Section11) (ss) Incumbents in the classification of Police Officer who are continuously and regularly assigned to and actually performing duties of a Motor Officer assigned to the Traffic Division will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section 1J) (tt) An incumbent, identified by the Police Department, who is continuously and regularly assigned to and actually performing duties of a Detective/Investigator assigned to the Investigations Division or Special Investigations Units as well as Police Investigative Specialist, Background Investigator, Collision Investigator, and Graffiti Task Force Investigator, will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above his or her then current base monthly salary step. (POA MOU Article V Section K) (uu) Incumbents in the classifications of Correctional Officer or Correctional Supervisor, who are continuously and regularly assigned to eitherthe 207(k) 7/12.5 Detention Work Schedule, or the 4/10.5 Detention Administration Work Schedule, shall be paid at a rate set six (6) salary rate ranges (approximately 3%) above his or her then current base monthly salary step. (POA MOU Article V Section L) (vv) (Reserved) 55 B-2 5 Page 16 of 25 (ww) Incumbents in the classification of Firearms Examiner who are regularly and continuously assigned to and actually performing duties in a "lead" supervisory capacity over a primary functional unit, will be paid at a rate set ten (10) salary rate ranges (approximately 5.0%) above their then current base monthly salary step. (POA MOU Article V Section 1M and Council Resolution No. 2005-026) (xx) Reserved (yy) Incumbents in the classifications of Forensic Specialist I and Forensic Specialist II who are continuously and regularly assigned as a Tenprint - AFIS Technician will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (POA MOU Article V Section 10) (zz) Incumbents in the classifications of Forensic Specialist I and Forensic Specialist II who are continuously and regularly assigned as a Fingerprint Analyst will be paid at a rate set five (5) salary rate ranges (approximately 2.5%) above their then current base monthly salary step. (POA MOU Article V Section 1 P) 55B V Page 17 of 25 OTHER PAY ADDITIVES: BILINGUAL PAY. Qualified personnel in the below -listed representational categories who meet the required criteria specified in the Memorandum of Understanding (or Pay Plan) covering their job classification will receive a monthly pay differential above their current base monthly salary step in the amounts specified below by representational category: (1) SEIU (Service Employees International Union): (SEIU MOU Article 5.313. C): • Primary Bilingual Assignments: $175.00 per month. • Secondary Bilingual Assignments: $40.00 per month. (11) SEIU Part-time Civil Service (Service Employees International Union): (SEIU Article 5.3 B-C) • Primary Bilingual Assignments: prorated amount based on $175 per 173.33 hours. • Secondary Bilingual Assignments: prorated amount based on $40 per 173.33 hours. (111) SEIU Part-time Non Civil Service (Service Employees International Union): (SEIU Article 4.5 B-C) • Primary Bilingual Assignments: $1.01 above base hourly rate. • Secondary Bilingual Assignments: $023 above base hourly rate. (IV) SAMA (Santa Ana Management Association): (SAMA MOU Article 6.1.B-C): • Primary Bilingual Assignments: $175.00 per month. • Secondary Bilingual Assignments: $40.00 per month. (V) CASA (Confidential Association of Santa Ana): (CASA MOU Article 6.3.B-C): • Primary Bilingual Assignments: $175.00 per month. • Secondary Bilingual Assignments: $40.00 per month. (VI) POA (Police Officers Association): (POA MOU Article V Section 3C.D.E.F): • Sworn: Street Level Proficiency. The amount equal to the product obtained by multiplying the step "E" base salary rate of employee by five (5) salary rate ranges (approximately 2.5%). • Sworn: Complex Level Proficiency. The amount equal to the product obtained by multiplying the step "E" base salary rate of employee by ten (10) salary rate ranges (approximately 5%). • Non Sworn: Primary Level Proficiency: $175.00 per month. • Non Sworn: Secondary Level Proficiency: $40.00 per month. (VII) PMA (Santa Ana Police Management Association): (PMA MOU Article 5.1): • Primary Bilingual Assignments: $175.00 per month. (Vill) EMT (Executive Management): (EM RESO Section 2): • Bilingual Assignment shall be paid in the highest amount as available to represented management employees. 2. SHIFT DIFFERENTIAL. (1) SEIU. Generally. An employee in a classification represented by SEIU who is continuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one-half (4 1/2 hours) between the hours of 5:00 p.m. and 7:00 a.m. will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then current base monthly salary step except however such shift pay differential shall not be applicable to employees in the classification of Park Ranger and Supervising Park Ranger. (SEIU MOU Article V Section 4A) (11) Library Department Employees. Employees hired and assigned to the Library prior to December 1, 1987 who work evening shifts until closing time, but who are not otherwise eligible for shift differential as provided under Subsection (a) above, shall receive as special shift pay, an amount equal to one-half (1/2) of one hour's pay for each day they work an evening shift until closing time. Said special shift pay shall be computed on the hourly equivalent of the base monthly salary step. Such half-hour's pay shall not be counted toward the computation of overtime. Such special library shift pay differential shall not be applicable to library employees hired on or after December 1, 1987. (SEIU MOU Article V Section 413) 55 B-2 / Page 18 of 25 (III) Early Morning Street Crews. A Street Maintenance employee who is assigned to traffic painting or downtown cleanup crews who is continuously and regularly assigned to a schedule of work which requires that he or she actually work at least fifty percent (50%) of his or her normal daily work shift between the hours of 1:00 a.m. and 7:00 a.m. will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then current base monthly salary step. (SEIU MOU Article V Section 4C) (IV) Standby Pay. Employees who are released from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Employees shall receive four hundred fifty dollars ($450) per week when assigned to be on standby duty. Employees who "trade" days will have that time deducted from their pay on a prorated daily rate based on a seven (7) day week. Employees who cover the day shall be paid at the daily rate. All trades must be approved by the Supervisor or Manager. Water Production, Water Maintenance, Public Works Maintenance, Building Maintenance, and Information Technology Department and staff shall be required to serve on standby duty and receive standby pay as defined above. The City's preference will be to accomplish the above through volunteers, however, qualified employees maybe directed to be on standby if the number of volunteers is insufficient. In addition to Standby Pay, if an employee is able to handle the incident by phone or other electronic means without reporting to duty, he shall be entitled to overtime pay at the rate of 15 minutes or actual time spent per incident whichever is greater, paid at time and one-half (T 1/2) per incident. Additional Standby Pay programs may be implemented with the approval of the Department Head and City Manager. (SEIU MOU Article V Section 5-A-D) (V) (POA) Police Officers Association Incumbents in the classification of Animal Service Officer I or 11, Forensic Specialist I or 11, Crime Research Analyst, Police Communications Supervisor, Police Investigative Specialist, Police Property & Evidence Specialist, Police Service Officer, Police Evidence and Supply Specialist, Police Services Dispatcher, Communications Services Officer, Correctional Officer, Correctional Supervisor, and Parking Control Officer who are continuously and regularly assigned to a schedule of work which require that he or she actually work a minimum of four and one-half (4 1/2) hours between the hours of 5:00 P.M. and 7:00 A.M. will be paid a shift differential at a rate set ten (10) salary rate ranges (approximately 5.0%) above his or her then current base monthly salary step. (POA MOU Article V Section 2) Effective July 1, 2017 each Sworn employee who is continuously and regularly assigned to a schedule of work that requires that he or she actually work a minimum of four and one-half (4%) hours between the hours of 5:00 P.M. and 7:00 A.M. will be paid a shift differential at a rate set at 2.5% above his or her base monthly salary. (POA MOU Article V Section 2) (VI) (CASA) Confidential Association of the City of Santa Ana An employee in a classification represented by CASA who is continuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one-half (4'/2) hours between the hours of 5:00 p.m. and 7:00 a.m., shall be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5%) higher than his or her then -current base monthly salary step. (CASA MOU Article 6 Section 4A) (VII) Standby Pav Employees who are released from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Effective no later than the first (1s') day of the second (2nd) payroll period following Council approval, such employees shall receive two hundred dollars ($200) per week when assigned to be on standby duty. (CASA MOU Article 6 Section 413) 3. NOTARY PUBLIC (1) SEIU (Service Employees International Union) An employee that is required by a Department Head or their designee to perform the duties of a Notary Public for the City, in addition to regular duties shall be paid a monthly differential of forty dollars ($40) above his or her then current base monthly salary step. (SEIU MOU Article V Sectionl.D), (11) (CASA) Confidential Association of the City of Santa Ana Full-time incumbents in any classification who are required by a Department Head or their designee to perform the duties of a Notary Public for the City, in addition to regular duties, shall be paid a monthly pay premium of forty dollars ($40) above his or her then current base monthly salary step. (CASA MOU Article 6 Section 1 B) 55 B-28 Page 19 of 25 3. CONFIDENTIAL PREMIUM (1) (CASA) Confidential Association of the City of Santa Ana An employee who is routinely and consistently assigned to sensitive positions by a Department Head, involving labor negotiations which require trust and discretion, in accordance with Government Code section 3507.5, will be paid at a rate set 2.5%, above the current base monthly salary step. (CASA MOU Article 6 Section 6) 55B-29 Page 20 of 25 FOOTNOTES: Employee groups and City Council appointed employees are designated as follows: "ADMIN MGMT-NS", denotes classifications defined as Administrative Management (AM) personnel under the terms of the Memorandum of Understanding (MOU) (A-2019-185) between the City and the Santa Ana Management Association (SAMA) from January 1, 2019 to June 30,2022; "MID M-NS" denotes classifications defined as Middle Management (MM) personnel under the terms of the Memorandum of Understanding (MOU) (A-2019-185) between the City and the Santa Ana Management Association (SAMA) from January 1, 2019 to June 30,2022; "SAMA-AM-PTCS" denotes classifications defined as Administrative Management (AM) "Part -Time Civil Service" (PTCS) personnel under the terms of the Memorandum of Understanding (MOU) (A-2019-185) between the City and the Santa Ana Management Association (SAMA) from January 1, 2019 to June 30, 2022; "APPOINT" denotes City Manager; City Attorney, and Clerk of the Council; "EXEC-NS", "EXEC -SWORN" denotes classifications defined as "Executive Management" (EM) Non -Sworn and Sworn personnel under the terms of Santa Ana City Council Resolution No. 2015-026; "PMA-NS", "PMA-SWORN" denotes classifications defined as Represented Management (RM) personnel covered by the Memorandum of Understanding (MOU) (A-2019-187) between the City and Santa Ana Police Management Association (PMA) from July 1, 2018 to June 30, 2021; "POA-NS", POA-SWORN denotes classifications defined as Non -Sworn and Sworn covered by the Memorandum of Understanding (MOU) (A-2019-027) between the City and the Santa Ana Police Officers Association (POA) from July 1, 2018 to June 30, 2021; "SEIU 6" denotes classifications covered by the Memorandum of Understanding (MOU) (A- 2019-227) between the City and the Service Employees International Union Local 721 Chapter 1939, AFL-CIO, (SEIU) from July 1, 2019 to June 30, 2022; "PT CS SEIU 6" denotes classifications defined as "Part -Time Civil Service" (PTCS) personnel under the terms of Memorandum of Understanding (MOU) (A-2020-090) between the City and the Service Employees International Union Local 721 Chapter 1939, AFL-CIO, (SEIU) (A-2020-090) from July 1, 2019 to June 30, 2022; "SEIU PT" denotes regular, long-term part-time classes covered by the Memorandum of Understanding (MOU) (A-2016-034) between the City and the Service Employees International Union (SEIU), Local 721 Chapter 1939, AFL-CIO, Part-time Employees' Representation Unit from July 1, 2015 to June 30, 2017; "UC" denotes classifications defined as "Confidential" (UC) personnel under the terms of Memorandum of Understanding (MOU) (A-2019-186) between the City and the Confidential Association of the City of Santa Ana (CASA) for January 1, 2019 to June 30,2022 "PT CS CASA" denotes classifications defined as "Confidential" (UC) "Part -Time Civil Service" (PTCS) under the terms of Memorandum of Understanding (MOU) (A-2019-186) between the City and the Confidential Association of Santa Ana (CASA) for January 1. 2019 to June 30. 2022 Notes: Unrepresented "Executive Management" (EM) personnel, and as such, are eligible to receive certain employee benefits which are different from and/or greater than those available to non -management personnel- (T) designates a "terminal" class. A position classification that has been designated as "terminal" by formal City Council action will be deleted from the City's Basic Classification and Compensation Plan when vacated by its last remaining incumbent. No new appointments may be made to a class that has been so designated. 55B-30 Page 21 of 25 EFFECTIVE CHANGES, INCORPORTED HEREIN: 1) The Service Employees International Union Local 721 (SEIU) cost of living adjustment of seven (7) salary ranges (approximately 3.5%), effective July 1, 2020, and other special pay additives, as authorized on November 19, 2019 through successor Memorandum of Understanding (MOU) A-2019-227. 2) The Part-time Civil Service Employees, Service Employees International Union Local 721 (SEIU) cost of living adjustment of seven (7) salary ranges (approximately 3.5%), effective July 1, 2020, and other special pay additives, as authorized on May 5, 2020 through successor Memorandum of Understanding (MOU) A-2020-090. 3) The Santa Ana Management Association (SAMA) cost of living adjustment of 3.5%, effective July 1, 2020, and other special pay additives, as authorized on October 1, 2019 through successor Memorandum of Understanding (MOU) A-2019-185 and 4) The Confidential Association of Santa Ana (COSA) cost of living adjustment of 3.5%, effective July 1, 2020, and other special pay additives, as authorized on October 1, 2019 through successor Memorandum of Understanding (MOU) A-2019-186. 5) The Santa Ana Police Management Association (PMA) cost of living adjustment of eight (8) salary ranges (approximately 4.0%), effective July 1, 2020, and other special pay additives, as authorized on October 1, 2019 through successor Memorandum of Understanding (MOU) A-2019-187 and First Amendment to MOU (A-2019- 186-01). 6) The incorporation of changes, deletions, and additions to the City's Basic Classification and Compensation Plan, as approved on June 16, 2020 through Resolution No. 2020-052. 55 B-31 Page 22 of 25 EXHIBIT A Primary Matrix Effective 71112020 RANGE 0 1 2 3 4 5 6 7 8 9 45 1874 1883 1892 1902 1911 1921 1930 1940 1950 1960 46 1968 1977 1987 1997 2007 2017 2027 2037 2048 2058 47 2066 2076 2086 2097 2107 2118 2128 2139 2150 2160 48 2169 2179 2190 2201 2212 2223 2234 2246 2257 2268 49 2277 2288 2299 2311 2322 2334 2346 2357 2369 2381 50 2391 2402 2414 2427 2439 2451 2463 2475 2488 2500 51 2511 2523 2536 2548 2561 2574 2587 2600 2613 2626 52 2637 2650 2663 2676 2690 2703 2717 2730 2744 2758 53 2769 2782 2796 2810 2824 2838 2853 2867 2881 2896 54 2907 2921 2936 2950 2965 2980 2995 3010 3025 3040 55 3052 3067 3082 3098 3113 3129 3144 3160 3176 3192 56 3205 3221 3237 3253 3269 3285 3302 3318 3335 3352 57 3365 3381 3398 3415 3432 3449 3467 3484 3501 3519 58 3533 3550 3568 3586 3604 3622 3640 3658 3676 3695 59 3710 3728 3747 3765 3784 3803 3822 3841 3861 3880 60 3896 3915 3935 3954 3974 3994 4014 4034 4054 4074 61 4091 4111 4132 4152 4173 4194 4215 4236 4257 4278 62 4296 4317 4339 4360 4382 4404 4426 4448 4470 4493 63 4511 4533 4556 4579 4601 4624 4648 4671 4694 4718 64 4741 4764 4787 4810 4834 4858 4882 4906 4930 4954 65 4978 5002 5026 5051 5076 5101 5126 5151 5176 5201 66 5226 5252 5278 5304 5330 5356 5382 5408 5434 5461 67 5488 5515 5542 5569 5596 5623 5650 5678 5706 5734 68 5762 5790 5818 5847 5876 5905 5934 5963 5992 6021 69 6050 6080 6110 6140 6170 6200 6230 6260 6291 6322 70 6353 6384 6415 6446 6478 6510 6542 6574 6606 6638 71 6670 6702 6735 6768 6801 6835 6869 6903 6937 6971 72 7005 7039 7073 7107 7141 7176 7211 7247 7283 7319 73 7355 7391 7427 7463 7499 7535 7571 7609 7647 7685 74 7723 7761 7799 7837 7875 7913 7951 7989 8029 8069 75 8109 8149 8189 8229 8269 8309 8349 8389 8431 8473 76 8515 8557 8599 8641 8683 8725 8767 8809 8853 8897 77 8941 8985 9029 9073 9117 9161 9205 9250 9296 9342 78 9388 9434 9482 9529 9577 9625 9673 9721 9770 9819 79 9857 9906 9955 10005 10055 10105 10156 10207 10258 10309 80 10350 10401 10453 10506 10558 10611 10664 10717 10771 10825 81 10868 10922 10976 11031 11086 11142 11198 11254 11310 11366 82 11411 11468 11525 11583 11640 11699 11757 11816 11875 11934 83 11982 12041 12102 12162 12223 12284 12345 12407 12469 12532 84 12581 12643 12707 12770 12834 12898 12963 13027 13093 13158 85 13210 13275 13342 13409 13476 13543 13611 13678 13748 13816 86 13871 13939 14009 14079 14150 14220 14292 14362 14435 14507 87 14565 14636 14709 14783 14858 14931 15007 15080 15157 15232 88 15293 15368 15444 15522 15601 15678 15757 15834 15915 15994 89 16058 16136 16216 16298 16381 16462 16545 16626 16711 16794 90 16861 16943 17027 17113 17200 17285 17372 17457 17547 17634 91 17704 17790 17878 17969 18060 18149 18241 18330 18424 18516 92 18589 18680 18772 18867 18963 19056 19153 19247 19345 19442 55 B-32 Page 23 of 25 r N W N M O O O M W O V O W M O O M (0 O W N O) W N W N (O N N M M NO N O N W N N N I N V O V W W N I V W O V O W� W N p W N W N M O O O M W O V O W M O O M W O W N O W W O N N N f O M W W N N W V W N W N W O V W N W N O V 0 V 0 N 0 0 0 N N N M M M V V V N N W W W I r W W 0 W W 0 0 0 M M N O N O N W N N N N V W V W 0 V W O V 0 W N W O N N O M W W N M W V M M M N W O V W N N, N O V m V m 0 0 0 0 — N N N M M M V V V N N W W W I r W W W 0 0 0 0 r W M M N O N O 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W O M M N O N O N W N N N N V W V W W V W O O p V O N M 0 O W N W N N N M O M W O N O m N N M W N V O V W O W M N W N O O W O V M 0 W N W O W N W m W W O O O 0 N N N M M M V N N W W W— r W W N O N --- c -- m N c A r 0 M M N O N O N W N N N N V W V W f0 N V W m p M V (0 W M (r0 O W N W N M O N O M W O V O W V M O O M M W O N O O N N O M W W N N N V W N W N W O V W N W M M N N 0 0 0 0 0 N N c M M M -- N N W— W— r W — W K w d0 w W M O 0 M N N W N O N M O O 10 W O O N N M W N I N O V O V W V W M W W O O V M W p V O N 0(0 V(O W(O (MO M OOOOOMWONNNMMVV M V N N r O � W W 0 M M W N W N O N N M O N O N O W N M N N W O V V N V W O W M c W W O O N M M N a O V M m O N N O N N O M W W N N W V W N W N( O V W N L N W W W W O O O O O O O 0 - — — - N N N M M M — — N N W— W— N W W 0 M M N O N O N W N N N I N V W V W W N p N M V N m M (n0 O W N W N M O O O M W O V O W M O O W M M N O N O N 0 N N N I N V W V W W N W W N M V f00 W M N O W N N N M O O O M 0 O V O 0 M O O p W O N V W W O N O N N I O M W 0 N N N V W N N N 0 O V r W W W W W O 0 0 0 0 0 0 0 N N N M M M�'tt IcT N N W W W W W M N W 0 W I W M M N O NO N W N N N I N V W' W O f0 N N N M _ O O O M W O V O W M O p M M O N V (MO O N N OOOOOMWONNNM11� N N 0 M M � (0 W M M N O N O N W N N N N V W V M V M N W W N M V f0 W M (r0 O W N W N M O N O M f0 O V O W M p V W W O N V W W O N O N N O M W W N N W V W N W N W 0 O O O N N N M M MV V V N N M M W W W M N W W W f 0 M M N O N O 0 W N N N I N V W N W V M N N M V W W M W O 0 N W N M O O O M W O V O W M p N V W W O N V 0 W O N O N N I O M W m N N N V W N W N O O O O — — — — N N N M M M�IcT 'IT N M M 0 W 0 M N W 0 W I W M M N O N O N 0 N N N f N V W W V M N N M V 0 0 M W O W N W 0 M O O O M W O V O W p O N V W W O N V W W O N O N N I O M W 0 N N W V W N W I r r r r W W W W W W 0 W W O O O O ---- N N N M M M V V V W O N M� N W I� W W O N M V N W I W 0 O N M V N W I W O Ov (� — N N N N N N N N N N M C) M M M M M M M M O M M M N W V N N I M N N N W I 0 N N N N M N O m W 0 N r M m I N V M V N I W M r N N N M N N M N N N I M O m N m— N O O O N N O N N N M M CM') V V V N N N 0 00 r r M M M W m 0 0 - 0 I-— I-— T-— T- — — — — —— N N N N O N M M N N V N N I M N M N N I 0 N N N N M N O m m V r M W r N V M V N I m M r N N N M N N M N M N r M O W W W N V r 0 N N N V O M r O V I N m M r N O V W V N M N V 0 0 0 0 — N N N M M M V V V N N N 0 0 r r O M O m W 0 0 I- — N N N O N M M N M V N N r M N N M O r 0 N N N N M N O m M r M m V M V 0 M r N M N M N N M IO N N I M O W O m O N V O O 0 0 N O V W V f0 0 W O O N N N N M M M 'IT IT0 N N N 0(O r r N N N W m N N O N M M N M V N N I M N W N W I 0 N N N N M N W N O fVp I� M W r N V M V N I 0 M r N N N M N N M N W N r M O W M N V I 0 N N f0 V O M r O V I N m M r N O V W V N M c r 0 0 0 0 0 N N N M M M IT IT IT N N N 0 0r r N N N m 0 O M fA V O N M M N M V N N r M N N W N r 0 N N N N M N r M W r N V M V N I m M r N W N M N N M N N N I M O m N V I m N N N V r O M r O V r N 0 M I N O V m V M M O O O O——— N N N M M M-1 V- N N N O 0 r r N N N 0 m M M m V O N M M N N V N N r M N W N N r O N N N N M N p N 0 O r M W r N V M V N r W M r N O N M N N M N M N r M O �- N V W N V 0 N N N V r O M r O V r N W M r N O V 0 V 0 0 0 0 0 0 0 0 — — N N N M M M V V V N N� 0 0 I� r O M O m — C � v E CD0I It CDfp M M N co V N N 0- Co N fb M fb r f0 N I- N N M Qf N M M M W I N V M V N r m M r N M N M N N N N N N I M Q Q O O N V W N V m N N N V r O M r O V W M O V 0 N O O O O O O O O O N N N M M M IT V V N N N O (O r r N N N d. W O O N N r N N co M co V CDN M C) N O V N N N Co N f0 co co N f0 N N N N W a,c0 p 0 r M W I� N V M V N r 0 M r N N IO M N N M N M N I� („) OI N N O M p N I n N V r W N N f0 V O M r O V r N W M r N O V A O O O O O O O O O O N N N M M M V V V IO N N 0 0 r r N N F m fi n — — — X W N N N M M fA V O f0 M M N V N N r M N N W N r N N N W K r N O N N N (D r C W N V M M V N M r N N N M N N N M N N N N p N N O N V I� W N V m CA N N N V r O 0 M M r O V r N W M N O A W 0 0 0 0 0 0 0 0 0 0 0 0-—- N N N M M M--- N— N f0 0 r r W — A C 0 CDN 01 M N N V N N N M N CO N M N f0 N N N p N M O N N M (VO r M W r N V M V N r fA M I- N co N Co N N M N W N> '? p M N W O N V r W N V r W N N N V r O M r O V I- N W M r N w 0 0 0 0 0 0 0 0 0 0 0 — N N N M M M V V V N N N (O O r r v L m K tJ N W CDf0 M M N V N N r M IO N N r ffl N N N O W N N N M M !n V IT M m IA N V M M V N I� W M r N W f0 N M N N M N r p r N O N N N O N V m N N N V r O M r O V r N W M r M N N O N V I� W O O 0 O N N N M M M N N N r O O m O O O O O — — — — — — — — M (O m N N N M M m V O1 N M M N O V N N I M N M N N r 0 N N CA r M W r N V M V N r W M I� N N N M N N M p m r M N M O N V r OOO.NpNNMMMVVNNr 0 O N V 0 o O M 0 @ N N N M M W V O W M M N N V N N r M N N f0 N r 0 N N O N N f0 0 r co m r N V M V N I m M r N f0 N M N N p r fA M N N O N V W N V I m N N N V r O M r O V r N W M r r 0 0 c0 W !A m !n O O O O O-—- N N N M M M It IT N IO N O N O M (O W N N N M M m V O N M M N N V N N I M N W N N r 0 N m 0 r r r N O N N w (p r M m r N V M V N I W M N N N M N M N M O N V r O N V W N N N V I O M r O V r N m r r r 0 O N fA m W m (A O O O O N I— N M M M —— — N N N r N O M O W W N N co M m V O N M M N N V N N r M N N N N r O T N I r r N O N N W 0 r M m I N V M V 1 I m M r N N N M W co N N O N V O N V m N N N V I O M r O V I N r r r r 0 f0 N W T W fA !n 0 0 0 0— c- N N CA M M M IT' c N N W O N M V N 0 r M W O N M V N 0 r N W O N M V N O r M W O ON N N N N N N N N N M M M M M M M M M M v V v V v V v V V V N Z W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W 55B-34 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: PUBLIC HEARING — ENVIRONMENTAL REVIEW NO. 2019-85 FOR DENSITY BONUS AGREEMENT APPLICATION NO. 2020-01, SITE PLAN REVIEW NO.2020-01, SITE PLAN REVIEW NO. 2020-02, AND DISPOSITION AND DEVELOPMENT AGREEMENT WITH CARIBOU INDUSTRIES FOR THE 31d AND BROADWAY DEVELOPMENT AT 201 WEST 3rd STREET (PROPERTY OWNER: CITY OF SANTA ANA AND APPLICANT: CARIBOU INDUSTRIES, INC.) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH No. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement. 2. Adopt a resolution approving Density Bonus Agreement Application No. 2020-01 with concessions and waivers and authorize the City Manager to execute a Density Bonus Agreement with Caribou Industries Inc. or assignees for a 55-year term, for the development of a mixed -use residential and commercial development with up to 171 residential rental units, including 19 residential rental affordable units, at 201 West 3rd Street, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Adopt a resolution approving Site Plan Review No. 2020-01 for a mixed -use development as conditioned. 4. Adopt a resolution approving Site Plan Review No. 2020-02 for a hotel as conditioned. 5. Adopt a resolution approving a Disposition and Development Agreement and authorize the City Manager to enter into a Disposition and Development Agreement with Caribou Industries for the 3rd and Broadway development project, subject to non -substantive changes approved by the City Manager and City Attorney. 75A-1 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 2 OR ALTERNATIVELY, 6. Authorize the City Manager to execute a second amendment to the second Exclusive Negotiation Agreement (ENA) with Caribou Industries to extend the term for a 60-day period from November 6, 2020 to January 5, 2021 for the 3rd and Broadway development, subject to non -substantive changes approved by the City Manager and City Attorney EXECUTIVE SUMMARY Mike Harrah, representing Caribou Industries, is requesting approval of multiple entitlements to replace the existing City -owned, 3-level parking garage with a mixed -use development that will consist of two separate buildings. Specifically, the applicant is proposing to construct a 16-story mixed -use building consisting of 171 residential units (with 19 very -low income units) and 13,419 square feet of commercial space (including retail and food/beverage establishments), and a 10- story, 75-room hotel at 201 West 3rd Street. Additionally, the applicant is requesting approval of an addendum to the Transit Zoning Code Environmental Impact Report, a density bonus agreement (DBA) with concessions and waivers, two site plan review (SPR) applications and a Disposition and Development Agreement (DDA). The current Exclusive Negotiation Agreement (ENA) with Caribou Industries expires on November 6, 2020. If the City Council does not approve the actions presented, an alternative action is to extend the term of the ENA for another 60 days to allow for additional time to bring the project back to the City Council. This public -private partnership will result in the redevelopment of underutilized land and aging infrastructure, development of apartments and extended stay hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, development of 19 affordable housing units for very low-income families in downtown Santa Ana, increased employment opportunities within the City, reconnecting the City's grid system with Sycamore Street and additional property taxes, sales taxes, and transient occupancy taxes produced from the project site. As the project is located in the City's Opportunity Zone, investors will be extremely attracted to this high - profile project in the heart of downtown Santa Ana. This exciting project for the downtown has been in discussion since 2014 and will add tremendous economic value to the existing businesses and the surrounding neighborhoods. DISCUSSION The proposed project is located at 201 West 3rd Street, at the northeast corner of Broadway and 3rd Street. Caribou Industries, a local developer and property owner in the City, proposes to replace the existing City -owned, 3-level parking garage with a mixed -use development containing 171 housing units (with 19 for low income residents), a 75-room boutique hotel, 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. The development would be composed of two buildings: a 16-story, 194-foot-tall mixed -use (residential and commercial) building and a 10-story, 128-foot tall hotel building. The buildings would be separated by an extension of Sycamore Street from the north edge of the project site to West 3rd Street. The proposed project would provide 490 total parking spaces, including 211 public parking spaces, 196 residential parking spaces, and 83 hotel parking spaces. 75A-2 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 3 Table 1: Development Project Summary Item Mixed -Use Development Parcel 1 Hotel Parcel 2 Units/Rooms 171 units 75 rooms Building 197,726 SF 63,069 SF Square Footage SF Unit Mix/Room 95 studios 66 standard rooms 51 one -bedrooms 9 suites 25 two -bedrooms Unit SF 547 to 722 SF one -bedrooms 418 to 527 SF standard rooms 625 to 968 SF one -bedrooms 855 SF suites 1,002 to 1,637 two- bedrooms/penthouse Commercial SF 13,419 SF 520 to 3,692 SF units N/A Height & 16 stories, 193'-10" 10-stories, 127'-6" Stories Parking 196 spaces 83 spaces 1 space/1 bedroom and 2 spaces/2 1 space per room + 1 space per 10 bedroom rooms Open Space/ 1st floor: 731 SF lobby and 727 SF 1st floor: 4,046 SF lobby Amenities lobby 3'd floor: 734 sf public outdoor area 3'd floor: 1,184 SF public outdoor 4th 6th 8th floors: 287 SF guest terrace deck 5th 9th floors: 287 SF amenity space 4th floor: 731 SF fitness room, 730 SF 7th floor: 287 SF meeting room outdoor deck 10th floor: 3,722 SF seating area, 853 5th floor: 733 SF event space, 3,901 SF meeting room and 287 SF terrace outdoor deck 16th floor: 2,925 SF rooftop pool deck Background On September 16, 2014, the City Council directed the Planning and Building Agency (PBA) to release a Request for Qualifications (RFQ) for the 3rd and Broadway Development Project. The RFQ outlined several project components desired by the City Council. Among the components of the new project was a desire to include a hotel/hospitality component. Five proposals were received and only the Caribou Industries proposal included a hotel. In 2016, the project was put on hold due to several City executive staff changes. On March 21, 2017, the City entered into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the 3rd and Broadway project. To assist with the negotiations, the City also entered into a contract with consultant Lisa Stipkovich to lead negotiations for the City and identify transaction business terms. On May 7, 2019, the City Council approved the execution of a second ENA with Caribou to allow for the entitlement process and the final negotiation of the business terms for the DDA. Since 75A-3 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 4 the execution of the second ENA, the developer has been working on his entitlements for the project. At the September 28, 2020 Planning Commission public hearing, by a vote of 6-0-1 (Phan abstained), the Commission approved Variance No. 2020-05 to utilize the Santa Ana Municipal Code (SAMC) Section 41-1344 standards for hotel off-street parking and to allow deviations from the off-street parking access requirement and Tentative Parcel Map. No. 2020-02 to create two development sites and establish airspace to allow for separate interest and ownership of public parking spaces and to provide vehicular and pedestrian access to a private street through a public access easement and the associated addendum to the Environmental Impact Report (EIR) for the project. In addition, the Planning Commission recommended City Council approval of the addendum, DBA, and SPR applications (Exhibit 4). Economic Development Summary and Subsidy Report Kosmont Companies, a land economics consulting firm, was retained to provide a financial feasibility analysis of the Caribou proposal. In their analysis, Kosmont has validated that the proposed project, which requires the demolition of the current parking structure, replacement of public parking spaces, and the reconnection of Sycamore Street, has a significant financial gap and a subsidy is warranted. The proposed deal structure would minimize the financial gap as follows: The City would segregate typical costs to develop a site such as demolition of the existing parking structure and preparation for development, as well as public improvements such as replacement public parking and a reconnection of a public street (Sycamore Street) as the City's responsibilities. The costs for the City's responsibilities are estimated by the developer at $13 million. The City cost will be based on the actual cost of the public improvements with a maximum cap of $13 million. The City would finance the capital costs through public financing at a later date. The developer will pay the debt service through an Operating Agreement whereby the developer will operate the public parking and pay all costs associated, with no financial risk to the City. The subsidy amount ($13 million) is within the feasibility gap as estimated by Kosmont. The hotel is the biggest economic risk, especially during the recent pandemic. However, the possibility of future conversion to residential if the hotel is not economically viable in the first 5 years provides an economic alternative that helps to mitigate the risk. As part of the approval process and in accordance with Government Code Sections 52201 and 53083, a project summary and economic development subsidy report (Exhibit 5) must be completed and submitted detailing the project, the structure of the public subsidy, projected tax benefits, and estimated number of jobs that would be created by the subsidy. This report shall be available to the public and posted on the City's website until the end date of the economic development subsidy. This analysis does not take into consideration the value of the public benefit of 19 affordable housing units for very low-income families that will be developed on -site by the developer at no cost to the City. 75A-4 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 5 Disposition and Development Agreement The next step in the process is to enter into a Disposition and Development Agreement (DDA) with Caribou Industries. A DDA is a contract between a developer and the City that involves the sale of City -owned land to the developer. The DDA will fully detail the final terms of the transaction, including a schedule of completion with milestones for the developer to achieve, the method of conveyance of the property, parking structure operational agreements, and all City participation options if the project is sold in the future (Exhibit 6). The City will not convey the site, nor will the existing parking be demolished, until the developer has met all obligations defined in the DDA, obtained all approved permits and entitlements, and provided proof of financing for construction of the project. Below is a summary of the transaction business terms. Summary of Business Terms Proposed Project: Land Use: Mixed -Use Residential units: 171 apartments with 19 very -low income units Residential Only Parking: 196 spaces Retail: 13,419 sq. ft. Public Parking: 211 spaces Hotel: 75 keys with 83 parking spaces City Responsibilities: The City will fund the costs for public improvements to ready the site for development. This will include the demolition of the existing parking structure, preparation of the site for development, the construction of Sycamore Street reconnection, and construction of 211 public parking spaces to replace the existing parking currently provided at the 3'd and Broadway parking structure. The estimated cost for public improvements is $7 million for the construction of the 211 public parking spaces and $6 million for the additional public improvements. The estimated debt service (at an interest rate of 4%) for the public improvements would be $750,000 per year for 30 years. Developer Responsibilities: The developer's obligations for the project include providing funding to finance the over $100 million development project, processing all entitlements, construction of the public improvements, designing and operating a hotel, and managing and operating the public parking for the project. The developer will also have the option to convert the hotel to residential after three years of operation if certain revenues per available room thresholds are reached. This would indicate the hotel is not financially sustainable after those first three years to continue operations. The developer will guarantee that the anticipated revenues from the parking will cover the City's estimated annual debt service of $750,000. There will be no out-of-pocket costs to the City. Community Workforce Agreement The DDA requires that the developer shall be subject to the City's Community Workforce Agreement policy adopted by the City Council in 2017. This project labor agreement establishes local hiring requirements for construction projects and requires using unionized labor for the work. 75A-5 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 6 The agreement is with the Los Angeles/Orange County Building and Construction Trades Council, which represents about 140,000 workers in dozens of trade unions, many of them Santa Ana residents. Public Parking Availability During Construction During construction of the 3'd and Broadway project, downtown parking will decrease by 440 spaces. Table 3 demonstrates the availability of sufficient parking within City -owned parking facilities to absorb the 440 parking spaces within our own current inventory. Downtown Santa Ana's existing parking supply is more than sufficient to meet current demand. However, there may be a decrease in parking revenue as a result of the reduction of 440 spaces at the 3'd and Broadway Parking Structure. During construction, there exists convenient options available for public parking. It is important to note that these numbers were calculated before the COVID pandemic. The pre-COVID capacity of the existing parking facilities can accommodate the demolition of 440 public parking spaces now located within the 3'd & Broadway Parking Structure. Table 2: Total Spaces Downtown Descriptions Spaces City -Owned 1,995 Parking Metered 500 Spaces Non -City -Owned 1,407 Total Today 3,902 Removed During (440) Construction Total During 3,462 Construction Added with project 211 Total After Project 3,673 75A-6 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 7 Table 3: Downtown Public Parking Inventory 3rd & 5th & 3rd & 3'd and 5th & Main Bush Total Broadway Spurgeon Birch Lot # of total spaces 440 700 400 400 55 1995 # of Users at 331 223 312 234 13 1113 Peak Time # of spaces for 109 477 88 166 42 882 daily users % of total spaces available 24% 68% 22% 41 % 76% 44% for public "Peak I ime Data Collected on 12/S/19 at 12pm In addition to the above -mentioned City -owned parking, there are also parking spaces available at County -owned and private lots in the downtown area: Table 4: Downtown Private Parking Inventory 812 N. Downtown County Private lots in Sycamore Structures downtown Private Number of Parking Spaces 547 660 200 With the availability of parking in City -owned parking structures, County -owned parking structures, metered parking, and privately owned lots, staff remains confident that sufficient parking exists both before and after construction of the project to satisfy visitors and the existing business community. Table 5 represents the distance and the number of steps to each structure. Table 5: Distance to Alternative Parking Structures 5th rd 3 aLo Bush Spurgeon 31d &Birch 5th &Main Feet from 3'd and Broadway 1,250 739 660 790 Steps from 3'd and Broadway 500 295 264 316 Site Plan Review The mixed -use development will be a 16-story urban building within the downtown zone and will be a harmonious development to the City and increase the desirability of investment or occupation of the downtown neighborhood. The development will facilitate the replacement of a parking 75A-7 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 8 structure, with no features of pedestrian interest, with a multi -story building with pedestrian oriented retail, service, and residential uses. In addition, the inclusion of 19 very -low income housing units creates housing opportunities for very -low income households within a high -amenity mixed -income development. Conditions of approval for public art, public access to the fifth floor deck and community room, and compliance with a parking management plan are included in the SPR. The hotel conforms to the building form, character, and quality of the downtown zone. The hotel will be the first in downtown and can cater to individuals doing business at the nearby government facilities and office buildings. Additionally, the hotel will make downtown Santa Ana feasible as an overnight destination to those visiting the Orange County area. The development site is accessible to the OC Streetcar, Santa Ana Regional Transportation Center, and local bus routes. Redevelopment of the superblock into two development sites with a new sidewalk and street grid will link the existing Artist Village and west -end commercial uses with the rest of downtown to help activate the area. Furthermore, the development is consistent with General Plan Land Use Element Goals 1, 2, 3 and 4, and several policies (Policies 1.1, 3.7, 3.1 and 4.5 and 5.1) which aim to promote development within the City's District Centers, redevelop and revitalize the City's urban areas within close proximity to transit, and promote land uses that enhance the City's economic and fiscal viability. The proposed mixed -use and mixed -income community and hotel satisfies the goals by providing On -Site affordable units in a high -amenity development located in downtown, reducing the need for automobile dependence by encouraging transit ridership and generating sales tax and hotel tax revenues. Architecture and Amenities The architectural style of the development is California Contemporary, which is one of the six architectural styles permitted by the Transit Zoning Code (TZC). The mixed -use building has been designed as three distinct masses, with an open roof deck at the fourth and fifth levels to provide views of the W.H. Spurgeon Building's clock tower to the north. The building detail at the lower levels, including tan masonry brick street walls and recessed retail entrances, will link the project to the existing environment and is similar to the buildings that characterize downtown Santa Ana. The middle building mass is composed mainly of the parking structure, which will be screened with angled perforated metal panels and a brass finish. The upper portion of the building contains the residential units with floor -to -ceiling glass windows and balconies. The hotel is a contemporary building designed generally as a single mass. The building will feature a 4,046-square foot ground -level lobby, 300-square foot meeting space on the seventh floor, 853- square foot meeting room on the tenth floor, 300-square foot amenity rooms, outdoor terraces and balconies, and a roof deck with a kitchen and outdoor seating that will overlook downtown Santa Ana. It is proposed that the rooftop will be accessible to the public and provide food and beverage service. The exterior of the building includes high -quality material such white marble with contrasting grey metal panels and bronze window frames that will create a visual icon within downtown Santa Ana. 75A-8 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 9 Public wall art is proposed on each elevation of the mixed -use building and at the ground level of the hotel building. To promote walkability, sidewalks ten feet in width will be provided along base of the buildings, benches will be installed at the corners of Sycamore and 3rd Street, and new Sycamore trees along Sycamore Street will be planted. With proper permits and approvals, it is intended that Sycamore Street could be closed temporarily for events such as a farmer's market or artisan fair, with City approvals. State Density Bonus Law The applicant is proposing to dedicate 11 percent of the total units (19 units, including ten studios, six one -bedrooms, and three two -bedrooms proportional to the residential project's unit mix) to be attainable to very -low income households. Therefore, the project is eligible for a density bonus, concession/incentives, waivers, and parking reductions per state law (California Government Code Section 65915) in exchange for providing affordable units on -site. To ensure that the units are dedicated as affordable for a period of a minimum of 55 years, the applicant will enter into a DBA with the City (Exhibit 7). The law also restricts the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers. The law places the responsibility on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted and requires substantial evidence determining that granting the concessions and waivers would cause detriment to public health, safety, the physical environment, or any property that is listed in the California Register of Historical Resources. Density Bonus Under the State's Density Bonus Law, developers providing 11 percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for the site is District Center, which allows 90 dwelling units per acre and a maximum floor area ratio of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre, 127 units are allowed. In exchange for providing 11 percent very -low income units on site, an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total floor area ratio (FAR) of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. Table 6: Density Bonus Calculation Density or Bonus Allowed for Project Provided Base Density 127 units (1.41 acres x 90 units/acre 127 Units 35-Percent State Density Bonus 45 units (127 x 0.35) +44 Units Total Units 172 units maximum 171 units proposed 75A-9 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 10 Concessions and Waivers To help make providing on -site affordable units feasible, the State law allows developers constructing 11 percent very -low income units to seek up to two incentives/concessions (California Government Code Section 65915 (d)(2)(B)), and an unlimited number of waivers (California Government Code Section 65915 (e)(1)), which are essentially variances from development standards that would help the project be built. A concession may be a reduction in a site development standard, modification to a zoning code requirement, or a modification to architectural design requirement that results in identifiable cost reductions. A waiver is for a standard that would physically preclude development from being built at the permitted density and with the granted concession/incentives. A development standard is defined in California Government Code Section 65915 as a site or construction condition, including, but not limited to, a height limitation, a setback requirement, FAR, an on -site open space requirement, or a parking ratio that applies to a residential development pursuant to any ordinance, general plan element, specific plan, charter or other local condition, law, policy, resolution, or regulation. Table 7: Requested Incentives/Concessions/Waivers TZC and General Requirement Provided Plan Standards Floor Area Ratio 4.2 FAR — Requires Waiver, (FAR) 3.0 - Downtown District Center Cal. Gov't Code Sec. 65915 (e)(1) Sec. 41-2011(a) — The Line Block building type permits a 16 stories — Requires Waiver, Height maximum of 10 stories Cal. Gov't Code Sec. 65915 (e)(1) 1. The common open space shall be designated as a courtyard, or in the front as a forecourt. This area shall be equal to 15% of the lot and shall be open to the sky. 2. Minimum courtyard width of 20'0" when running EW and 15'0" when running NS. Common open space is not Sec. 41-2023(f) — 3. 20'0" wide courts only permit proposed as a courtyard or Open Space architectural projections on two forecourt— Requires opposing sides. Concession 1 of 2, Cal. Gov't 4. Private open space for each Code Sec. 65915 (d)(1) dwelling unit and no less than 50 SF and not less than 60" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The 75A-10 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 11 TZC and General Plan Standards Requirement Provided minimum dimension of this space shall be 15'0" in each direction. Max. Ratios of each Story: Level 3 is proposed at 94% — o a. Ground Floor- 100 /o Sec. 41-2023(i) — b. Level 2 — 100 /�o Requires Concession 2 of 2, Massing c. Level 3-5 — 85 /o Cal. Gov't Code Sec. 65915 d. Level 6 + — 85% (d)(1) The property is within a height exempt zone. However, in the TZC downtown zone, the Lined Block building type limits structures to a 10-story maximum, but the building is proposed to be 16-stories (193 feet, 10 inches). A waiver from the maximum number of stories is needed for the project. The six additional stories are needed to make construction of a mixed -income high-rise development financially feasible. A designed four upper story levels are needed to accommodate space for 19 on -site affordable units and 44 density bonus units. Efforts to maintain views of the W.H. Spurgeon Building's clock tower to the north of the site have been made by recessing the building mass at the fourth and fifth levels and providing a publicly accessible deck that will provide views of downtown. In addition, the public parking stalls account for one below -grade and four above -grade levels of the building, adding to the overall height of the development. The application of the 10- story maximum building height standard would physically preclude construction of the mixed - income project. The project's open space is designed as open roof decks rather than courtyards or forecourt, as required by the TZC. Construction of a courtyard or forecourt would substantially increase engineering costs, and the development would need to be completely redesigned. This would reduce the number of units that could be constructed on the site and therefore reduce the number of affordable housing units that would result from the project. The project exceeds the 15 percent of common and private open space requirements in regards to quantity of open space provided as a total of 10,685 square feet of common open space and 7,550 square feet of private decks are provided. The intent of specifying the massing for each level of a building is to maintain the building form of each building type. A maximum of 85 percent total coverage of the third level is permitted and 94 percent coverage is proposed. In order to maximize the number of parking stalls provided, the building footprint needs to span the building site at level three (cover 94 percent of the site). However, the urban form that the Line Block building type strives for through massing is still achieved due to the overall larger scale of the building. In addition, the levels 4 through 16 meet the prescribed massing standards. The overall building form and design is typical of the Line Block building type and typical of buildings found in a downtown urban environment. A reduction in massing at the third level would result in a reduction in public parking and reduce the financial feasibility of redeveloping the site and providing 19 on -site very -low income units. Overall, the mixed -used and mixed -income nature of the development supports the goals of the TZC. 75A-11 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 12 Mixed -Use Building Parking The density bonus law entitles developers to reduced parking standards. Pursuant to California Government Code Section 65915 (p)(1), residential developments providing eleven percent on - site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two -bedroom units, inclusive of disabled person parking and guest parking. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code Section (p)(1). Therefore, a total of 196 parking spaces are provided. It is anticipated that employees and patrons for the commercial businesses will utilize the public parking spaces available on site and throughout downtown. Table 8: Mixed -Use Parking Number of Units & Type Required Parking Per Cal. Gov't Code Section 65915(p)(1) Provided Parking 95 Studios 95 space 95 spaces 51 One Bedrooms 51 spaces 51 spaces 25 Two Bedrooms 50 spaces 50 spaces Total 196 spaces 196 spaces It is also important to note that under California Government Code Section 65915 (p)(4) upon request of a developer, residential developments providing 11 percent very -low income units and located within one-half mile of a major transit stop are entitled to a parking requirement of only 0.5 spaces per bedroom. The project is within 0.15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street, and route 64/64x stop at Main Street and First Street. As such, the project is entitled to an even lower parking ratio than proposed under which a total of 98 parking spaces would be required for the 171-unit development. However, the applicant is providing 196 parking spaces, which would be an excess of 98 spaces if California Government Code Section 65915(p)(4) were exercised. To address concerns regarding the requested parking incentive, the applicant prepared a parking analysis and parking management plan (PMP). The PMP encourages transit ridership by providing transit maps with tenant move -in packets and, upon demand, can provide on -site valet service to maximize use of parking areas and reserve additional residential and commercial parking spaces through long-term agreements with the City for use of nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking for all uses could create an additional 122 parking spaces on levels P1 through 8, raising the total on -site parking supply for the mixed -used project spaces from 196 to 318. In addition, the PMP indicates that an additional 50 off -site parking spaces could be leased on a long-term basis at on -site or nearby City -owned parking structures. When implemented, this would result in an effective parking ratio of 1.86 parking spaces per residential unit with the on -site valet service, and 2.15 spaces per unit with the additional 50 off -site spaces, which would be equivalent to the 2.15 per unit parking space requirement of the TZC. 75A-12 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 13 The parking study supports the parking ratio of one space for every studio and one bedroom and two spaces for every two -bedroom unit for variety of factors. These include the project's proximity to existing and future mass transit, such as standard bus service, high-capacity/express bus service, the Santa Ana Regional Transportation Center, and the under -construction OC Streetcar; the project's location within a high amenity, mixed -use environment with shopping and major employment centers nearby; and proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. Key Terms in the Density Bonus Agreement The following is a list of key terms agreed upon in the Density Bonus Agreement: • Affordable Units. The project shall have nineteen (19) affordable units which shall be composed of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units. The units shall be evenly distributed among all levels of the project. The affordable units shall be restricted to use and occupancy by eligible households for a total period of no less than fifty-five (55) years. • The affordable units in the project shall at all times during the term of the agreement be rented to very low-income tenants at 50% Area Median Income. • Affordable Rent Schedule. The affordable rents shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. • Marketing and Resident Selection Plan. Developer shall prepare and obtain City's approval a marketing program and resident selection plan for the leasing of the affordable units at the project prior to occupancy. • Selection of Tenants. The Developer shall give preference in leasing units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. Implementation of the preference will be monitored by staff in the Community Development Agency. • Monitoring. Developer agrees to pay a reasonable fee for the City's obligation to monitor Owner's compliance with the affordability restrictions contained in the Agreement. • Rental Lease Agreement. Developer shall prepare and obtain City's approval of a rental lease agreement consistent with the terms contained in this Density Bonus Agreement. • On -Site Parking Management Plan. Developer has provided a parking management plan attached to the agreement. The City may enforce the provisions of the parking management plan against the Developer at the City's sole discretion. • Payment of Density Bonus Setup Fee. Developer must pay the Density Bonus Setup Fee in the amount of $56,697.12 prior to the issuance of building permits for the project. The Density Bonus Agreement has been signed by the Developer to acknowledge their acceptance of the terms. The agreement is not considered final until the City Council has reviewed and approved the agreement and the agreement is executed by all parties. 75A-13 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 14 California Environmental Quality Act (CEQA) An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. Since none of the conditions specified in state CEQA Guidelines, section 15162 are present, an addendum to the previously -certified 2010 EIR was prepared for the 3rd and Broadway project. Pursuant to state CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. Pursuant to state CEQA Guidelines section 15164(d), the City Council must consider the addendum together with the TZC's original 2010 EIR before making a decision on the project. Previous CEQA Documentation The 2010 TZC EIR (SCH No. 2006071100) anticipated potential development of approximately 4,075 residential units, 387,000 square feet of retail development, and an additional 15.5 acres of open space within the City. The 2010 EIR considered the environmental impacts related to aesthetics; air quality; biological resources; cultural resources; hazards and hazardous materials; hydrology and water quality; land use; noise; population, housing, and employment; public services; transportation and traffic; utilities and service systems; and climate change. A mitigation monitoring and reporting program, findings of fact, and a statement of overriding consideration were adopted with the 2010 EIR. 2020 3rd and Broadway Addendum The addendum focuses on the potential environmental impacts associated with the project, including the density bonus application and associated concessions and waivers, site plan review applications, variance, tentative parcel map, and disposition and development agreement that might cause a change in the conclusions of the certified 2010 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The proposed development required preparation of studies relating to shade and shadow, air quality and greenhouse gas emissions, traffic, parking, noise and vibration, Phase I environmental site assessment, hydrology, a preliminary water quality management plan, and sewer capacity (Attachments to the 2020 Addendum). All studies evaluate the proposed project as compared to the existing entitlements and were reviewed for content and accuracy by the City. In addition, the project is within a Transit Priority Area. Under Senate Bill 743, aesthetic and parking impacts cannot be considered a significant impact within a Transit Priority Area. The addendum concludes no new or substantially greater impacts would occur with implementation of the proposed development when compared to those identified in the 2010 EIR and finds that no supplemental or subsequent EIR is required for the proposed development. Therefore, the 2010 EIR's MMRP will continue to mitigate or lessen any impacts already identified by the TZC's original 2010 EIR. 75A-14 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 15 Public Noticing Table 9: Public Notification and Community Outreach Public Notification and Community Outreach Required On October 8, 2019 at 6:00 p.m. a community meeting was held at 100 Measures South Main Street in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants within a 500-foot radius from the project site. Approximately 13 members of the public attended, as well as 3 City staff. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https://www.santa-ana.org//pb/planning= division/major-planningrojects-and-monthly-development-project- re orts/3rd-and-0. On October 9, 2020 notification by mail was mailed to all property owners, occupants, and other interested parties within 500 feet of the project site in accordance with SAMC requirements and a newspaper posting was published in the Orange County Register in accordance with SAMC requirements. On October 6 and 13, 2020 pursuant to Government Code Section 52201 and 53083 a public hearing notice was published in the Orange County Register and the summary and subsidy report was made available online before the scheduled Public Hearing at htt s://www.santa-ana.or /cd/economic-develo ment-subsid -re orts. Additional Over the past three years, the applicant has conducted one-on-one Measures informational meetings with over 20 businesses or interested parties in and around downtown, along with outreach with the Chamber of Commerce and Downtown, Inc. FISCAL IMPACT The following estimates of potential economic impact were developed by the City's consultant, Kosmont Companies. Table 10: Potential General Fund Revenue from Proposed Project Summary of Annual Potential Revenue from Project Property Tax (Secured & Unsecured) $210,000 Property Tax In -Lieu of VLF $130,000 Sales & Use Tax (On-site/Direct) $57,000 Sales & Use Tax (Off-Site/Indirect)On-Site $25,000 Transient Occupancy Tax ($90 RevPar) $270,000 Utility User Tax & Other Tax $45,000 Annual General Fund Revenues (ROUNDED): $737,000 75A-15 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA October 20, 2020 Page 16 Table 11: Potential Economic Benefits of Construction for 3rd and Broadway Employment Labor Income Direct On -site 475 $49,000,000 Indirect 180 $14,000,000 Induced 200 $13,000,000 Total Countywide 855 $76,000,000 Estimated City Capture 510 $53,000,000 Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Minh Thai, Executive Director — Planning and Building Agency Exhibits: 1. Resolution Approving 2020 Addendum 2. Resolution Approving Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, and Site Plan Review 2020-02 3. Resolution Approving Disposition and Development Agreement 4. Planning Commission Staff Report 5. 52201 and 53083 Summary and Economic Subsidy Report 6. Development and Disposition Agreement 7. Density Bonus Agreement 8. Second Amendment to Second ENA 75A-16 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO. 2020-02, DENSITY BONUS AGREEMENT NO. 2020-01 AND DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED - USE PROJECT LOCATED AT 201 WEST THIRD STREET WHEREAS, Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05, Tentative Parcel Map No. 2020-02, and a Disposition and Development Agreement to allow the demolition of an existing public parking structure and construction of a new mixed -use 171-unit residential and 13,419 square foot commercial development and 75-room hotel at 201 West Third Street; and WHEREAS, the subject Property contains 1.41 acres and is currently developed with a City -owned public parking structure; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring and reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and limited industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Density Bonus Agreement application, two Site Plan Review applications, a Variance application, a Tentative Parcel Map application, and a Disposition and Development Agreement; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and 55394.00053\32005762.1 7 5A-1 7 WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the Third & Broadway project's EIR Addendum ("2020 Addendum") concludes that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, the proposed Project is within a transit priority area (TPA) as defined by Public Resources Code (PRC) Section 21099(a)(7). A TPA is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods (PRC § 21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 1st Street). Under SB 743, aesthetic and parking impacts cannot be considered a significant impact within TPA's; and WHEREAS, on September 28, 2020 at a duly noticed public hearing, the Planning Commission recommended City Council adoption of the 2020 Addendum; and WHEREAS, on October 20, 2020 at a duly noticed public hearing, the City Council considered the 2020 Addendum for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 2010 EIR and the 2020 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The City Council further finds that the 2020 Addendum has 55394.00053\32005762.1 7 5A-1 8 been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 4. The City Council hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Applicant shall be solely responsible for the implementation of all mitigation measures in the MMRP applicable to any aspect of the proposed mixed -use development project. SECTION 5. The City Council hereby approves and adopts the 2020 Third and Broadway Addendum related to Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, 55394.00053\32005762.1 7 5A-1 9 authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the City Council's approval of Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement for the Third and Broadway Mixed -Use Development Project. SECTION 8. The 2010 El and the 2020 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. SECTION 9. 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 12020. Miguel A. Pulido Mayor APPROVED AS TO FORM: 55394.00053\32005762.1 7 5A-2 0 Sonia R. Carvalho City Attorney By: Ryan b, Ho ibe Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 55394.00053\32005762.1 7 5A-21 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55394.00053\32005762.1 7 5A-2 2 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-project-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 55394.00053\32005762.1 7 5A-2 3 EXHIBIT B THIRD AND BROADWAY EIR ADDENDUM The Third and Broadway Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-protect-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 55394.00053\32005762.1 7 5A-24 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, AND SITE PLAN REVIEW NO. 2020-02 AS CONDITIONED FOR A NEW MIXED -USE AND HOTEL DEVELOPMENT LOCATED AT 201 WEST THIRD 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. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, and Site Plan Review No. 2020- 02, as conditioned to allow the construction of a new mixed -use development consisting of 171 residential units, 13,419 square foot commercial development and a 75-room hotel at 201 West Third Street. B. The Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus Law (California Government Code Section 65915 et seq.) allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On September 28, 2020, the Planning Commission of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01 and Site Plan Review No. 2020-02 at that time considered all testimony, written and oral and recommended City Council approval of the entitlements. E. On October 20, 2020, the City Council of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, Resolution No. 2020-xx 75A-25 Page 1 of 18 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Disposition and Development Agreement at that time considered all testimony, written and oral. F. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission and City Council of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. G. The zoning designation for the subject property is Specific Development No. 84. Downtown sub -zone. H. The City Council determines pursuant to SAMC Sections 41-2007 and 41- 593.5, that the mixed -use and hotel project is in compliance with all applicable development standards outlined within the Specific Development (SD No. 84/Transit Zoning Code), with the exception of required on -site residential parking, maximum stories, open space and massing which, pursuant to the California Government Code sections 65915 through 65918, may be reduced through approval of the requested Density Bonus Agreement application and off-street parking subject to approval of Variance No. 2020-02. The City Council determine that the following findings, which must be established in order to grant this Density Bonus Agreement with deviations pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2020-01 to allow construction of the proposed project: That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide 152 market -rate rental units and 19 very -low income affordable units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. 10 studios, 6 one -bedrooms and 3 two -bedrooms very -low income units will be evenly dispersed throughout the development. The area in which the project is proposed, the Transit Zoning Code plan area, currently contains several entitled or constructed affordable and market -rate residential communities. The construction of this project will contribute toward an economically and demographically balanced community by providing housing for different demographic and income levels in an area rich with employment Resolution No. 2020-xx 75A-26 Page 2 of 18 opportunities, commercial development, market -rate housing and close to many public transportation options such as the under -construction OC Streetcar, bus routes and the Santa Ana Regional Transportation Center. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Transit Zoning Code) and General Plan (the Land Use and Housing elements) for new residential communities. The application includes a request for a 35-percent density bonus in exchange for providing eleven percent very -low income units on -site (19 units). Under the State's Density Bonus Law, developers providing eleven percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for Downtown is District Center which allows 90 dwelling units per acre and maximum floor area ratio (FAR) of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre 127 units are allowed. In exchange for providing eleven percent very -low income units on -site an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total FAR of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. Furthermore, California Government Code Section 65915 (f)(5) granting a density bonus shall not require a General Plan Amendment. With approval of concessions and waivers the project is consistent with the underlying zoning development standards and General Plan. Additionally, the project supports several goals and policies within the General Plan land use element. 3. That the deviations are necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires waivers, two incentives/concessions, and for a reduction in required on - site (off-street) parking. The deviations are described as follow: Resolution No. 2020-xx 75A-27 Page 3 of 18 (a) Waiver from the General Plan Land Use Element, Downtown District Center maximum FAR of 3.0. The FAR for the entire development site is 4.2. Capping the FAR at 3.0 would physically preclude development of the project and on -site affordable housing units [Cal. Gov't Code Sec. 65915 (e)(1)]. Limiting the FAR may preclude additional stories to accommodate the affordable units and density bonus units which make the project financially feasible for the developer. (b) Waiver from Santa Ana Municipal Code Sec. 41-2011(a) — Height. The Line Block Building Type sets a maximum height of 10-stories while 16 stories are proposed. The additional stories are needed to provide affordable housing units on -site and to make the construction of a high-rise development financially feasible. In addition, the requirement to provide 211 public parking spaces on site adds an additional five stories to the overall development [Cal. Gov't Code Sec. 65915 (e)(1)]. (c) Concession 1 from Santa Ana Municipal Code Sec. 41- 2023(f) Open Space, the project's open space is designed as open roof decks rather than courtyards or forecourt. Construction of a courtyard or forecourt would substantially increase engineering costs and the development would need to be redesigned completely reducing the number of units that could be constructed on the site therefore, reducing the number of onsite affordable housing units that would result from the project [Cal. Gov't Code Sec. 65915 (d)(1)]. (d) Concession 2 from Santa Ana Municipal Code Sec. 41- 2023(i) Massing a reduction in massing at the third level would result in a reduction in public parking or redesigning and engineering the project which would reduce the financial feasibility of redeveloping the site and providing 19 onsite very -low income units [Cal. Gov't Code Sec. 65915 (d)(1)]. (e) Parking: Constructing 2.0 parking spaces per residential unit and 0.15 guest parking spaces per residential unit on the project site would require the developer to construct additional levels of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. The City has identified the Transit Zoning Code area for high -intensity, mixed - use, transit -oriented development in order to reduce Resolution No. 2020-xx 75A-28 Page 4 of 18 demands for parking and traffic impacts. Pursuant to California Government Code Section 65915 (p)(1) residential developments providing eleven percent on - site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two - bedroom units, inclusive of handicapped and guest parking. To address the parking reduction requested by the applicant pursuant to State Housing Law, the Applicant prepared a parking study and parking management plan (PMP). The PMP adequately outlines measurable means to provide additional parking through additional onsite valet parking, offsite parking, or a combination thereof, raising the effective parking ratios to a minimum of 2.15 parking spaces per residential unit if fully implemented. Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019-85 meets all the requirements of CEQA: Resolution No. 2020-xx 75A-29 Page 5 of 18 Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for City Council Action dated October 20, 2020, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ***Signatures on following page*** ADOPTED this day of 12020. Resolution No. 2020-xx 75A-30 Page 6 of 18 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:.,� Ryan ®0., Hodge Assistant City Attorney /d\'1�91 I0107�91 Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2020-xx 75A-31 Page 7 of 18 EXHIBIT A Conditions for Approval for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 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, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division All proposed site improvements must conform to the Development Project Review approval of DP No. 2019-32 and the staff report exhibits. 2. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. A residential property manager shall be on site at all times that the project is occupied and the developer and on -site management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 4. The Project shall implement the Parking Management Plan dated September 9, 2020. 5. The Project shall include a publicly -accessible amenity area available to the public on a semi -regular basis, upon agreement by the public and Applicant, but in no instances less than four times per year for community -serving purposes. Any revisions to the proposed projects to include said amenity area, or any required modifications to accommodate said amenity area, shall be reviewed for substantial conformance during Building Division plan check. 6. All mechanical equipment shall be screened from view from public and roof deck amenity areas. Resolution No. 2020-xx 75A-32 Page 8 of 18 7. Prior to issuance of any building permits, the Applicant shall submit a detailed rooftop plan to the Planning Division for review and approval demonstrating that the unoccupied lower level rooftops, visible from the building levels above, incorporate artificial green roofs and water infiltration planters as shown on the DP No. 2019-32 plans. 8. Prior to the issuance of any building permits, the Applicant shall submit a final detailed amenity plan to the Planning Division for review and approval. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity decks and plaza areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 9. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include perimeter construction signage with a contact phone number, construction hours, staging areas, parking and site security/screening during project construction. 10. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site to the Planning Division review and approval. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 11. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 12. A Resident Storage Plan shall be provided for the Project prior to occupancy. Storage shall be available at no cost to the residents. 13. Prior to Certificate of Occupancy issuance, public art shall be installed on the Project site at a value of one-half of one percent (0.5%) of the total valuation of both buildings. The art shall be installed on the north, east, west and south elevations of the mixed -use project and on the south elevation of the hotel project in the areas depicted on the DP No. 2019-32 plans. The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 14. Prior to Certificate of Occupancy issuance, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development 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) Resolution No. 2020-xx 75A-33 Page 9 of 18 shall execute a Maintenance Agreement 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, (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, 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 Resolution No. 2020-xx 75A-34 Page 10 of 18 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 issuance of final approval for any construction permit related to this entitlement. Resolution No. 2020-xx 75A-35 Page 11 of 18 Exhibit 3 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CARIBOU INDUSTRIES, INC. FOR THE PROPERTY GENERALLY LOCATED AT 201 WEST 3RD STREET, SANTA ANA, CALIFORNIA (APN 398-264-13) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City owns that certain real property generally located at 201 West Third Street, Santa Ana, California 92701, and as more particularly described in the legal description(s) attached to this Resolution as Exhibit "A" of the "Disposition and Development Agreement' attached hereto as Exhibit "A" and depicted as APN 398-264- 13 (the "Property"). B. On September 16, 2014, the City Council unanimously directed the Planning and Building Agency to release a Request for Qualifications for the Third and Broadway Development Project ("RFQ"). A hotel was one of the components the City Council desired and the request for a hotel was listed in the RFQ. C. The City received five proposals, but only one proposal, by Caribou Industries, Inc., included a hotel component. D. The Development and Transportation Council Committee was presented the Proposals, and directed staff to contact all of the development firms that had submitted proposals and provide them a second opportunity to submit new proposals that would include a hotel component. E. Four of the development firms resubmitted proposals. Only one of the four, Caribou Industries, Inc. included a hotel component. F. On April 27, 2017, City and Developer entered into an Exclusive Negotiating Agreement to discuss proposed terms for the disposition of the City Property and development of the proposed mixed -use hotel and commercial/retail project on the City Property and the Developer Property. G. On July 5, 2017, the Parties entered into a First Amendment to the Exclusive Negotiation Agreement, and on January 11, 2019, the Parties entered in to a Second Amended and restated Exclusive Negotiation Agreement (No. A-2018-002) which expired on its own terms on April 28, 2019. tbA 6 H On May 7, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. A-2019-062) which was effective until May 7, 2020. I. On April 22, 2020, the Parties entered into the First Amendment to the Second Exclusive Negotiation Agreement, which is effective until November 6, 2020. J. The Developer proposes the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure, which will contain 444 total parking spaces including 211 public parking spaces ("Project'). K. In compliance with Government Code Sections 52201 and 53083, the City has prepared and made available to the public, and City Council has reviewed the Summary and Subsidy Report detailing the sale of the Property as furtherance of an economic opportunity for the City. L. Pursuant to Government Code Section 52200.2 the sale of this Property is an Economic Opportunity for the City, for the following reasons: 1. The sale of the Property will result in an increase of at least 15 percent of total property tax resulting from the Project at full implementation when compared to the year prior to the Property being acquired by the City. Government Code Section 52200.2(b). 2. The Project will result in the creation of nineteen affordable housing units. Government Code Section 52200.2(c) 3. The Project is a transit priority project (see Public Resources Code Section 21155(b)) in compliance with Government Code Section 522002(e): (a) The Projects contains 63% residential use based on total building square footage and has a floor area ratio of 4.2. (b) The Project has a minimum density of 121 dwelling units per acre. (c) the Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency service interval of 15 minutes or less during the morning and afternoon peak commute periods (PRC §21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 1st Street). t bA-i / M. On September 28, 2020, the Planning Commission held a duly noticed public hearing, and by a vote of 6:0 (Commissioner Phan abstained) voted to: 1. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Variance No. 2020-05 and Tentative Parcel Map No. 2020-02. 2. Adopt a resolution approving Variance No. 2020-05 for the hotel off- street parking requirements as conditioned. 3. Adopt a resolution approving Tentative Parcel Map No. 2020-02 as conditioned. 4. Recommend that the City Council: a. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement. b. Adopt a resolution approving Density Bonus Agreement Application No. 2020-01 with concessions and waivers, Site Plan Review No. 2020-01 for a mixed -use development and Site Plan Review No. 2020- 02 for a hotel as conditioned. N. On October 20, 2020 the City Council held a duly noticed public hearing, and at that time considered all testimony, written and oral. O. The proposed Project and Parking Structure will result in the redevelopment of underutilized land and aging structures, development of apartments and hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, increased employment opportunities within the City and additional property taxes, sales taxes and transient occupancy taxes produced from the Project. P. The City Council finds and determines that the Disposition and Development Agreement (DDA) is in the best interest of the City and the community. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Santa Ana hereby finds, determines and declares as follows that: Section 1. The recitals are true and correct and are incorporated into this Resolution by this reference. t bA-ib Section 2. CEQA Compliance. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019-85 meets all the requirements of CEQA. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred. because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 3. Approval of DDA. The City Council of the City of Santa Ana approves the DDA, in substantially the form attached to this Resolution as Exhibit "A," and authorizes the City Manager, acting on behalf of the City Council, to sign and enter into the DDA and perform the obligations of the City Council pursuant to the DDA. Section 4. The applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the applicant of any Action brought and City shall cooperate with applicant in the defense of the Action. Section 5. Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council declares that the City Council would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. t bA-40 ADOPTED this day of , 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Ryan O. H'odge Assistant City Attorney AYES NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council do hereby attest to and certify the attached Resolution No. 2020-OXX to be the original resolution adopted by the City Council of the City of Santa Ana on March _, 2020. Date Daisy Gomez Clerk of the Council City of Santa Ana t bA-461 EXHIBIT A DISPOSITION AND DEVELOPMENT AGREEMENT [Attached behind this cover page] 7U-42 EXHIBIT 4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: SEPTEMBER 28, 2020 TITLE: PUBLIC HEARING — ENVIRONMENTAL REVIEW NO. 2019-85 FOR DENSITY BONUS AGREEMENT APPLICATION NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO.2020-02, VARIANCE NO. 2020-05, AND TENTATIVE PARCEL MAP NO. 2020- 02 TO ALLOW CONSTRUCTION OF A MIXED -USE DEVELOPMENT AND HOTEL AT 201 WEST THIRD STREET Prepared by Selena Kelaher, AICP M1 Executive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Planning Manager 1. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Variance No. 2020-05 and Tentative Parcel Map No. 2020-02. 2. Adopt a resolution approving Variance No. 2020-05 for the hotel off-street parking requirements as conditioned. 3. Adopt a resolution approving Tentative Parcel Map No. 2020-02 as conditioned. 4. Recommend that the City Council: a. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement. b. Adopt a resolution approving Density Bonus Agreement Application No. 2020-01 with concessions and waivers, Site Plan Review No. 2020-01 for a mixed -use development and Site Plan Review No. 2020-02 for a hotel as conditioned. Executive Summary Mike Harrah, representing Caribou Industries, is requesting approval of multiple entitlements to facilitate construction of the Third & Broadway mixed -use development, consisting of two separate buildings, 171 residential units, 13,419 square feet of commercial space, and a 75-room hotel at 201 West Third Street. Specifically, the applicant 2upsting approval of a density bonus agreement DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 2 (DBA), two site plan review (SPR) applications, a variance, and a tentative parcel map (TPM). As proposed, the development will include 19 very -low income units on site and requires approval of a density bonus agreement memorializing the density bonus, parking reductions, two concessions, and waivers from the Transit Zoning Code's (TZC) development standards. A variance application is also being requested to utilize the Santa Ana Municipal Code (SAMC) Section 41-1344 standards for hotel off-street parking and to allow deviations from the off-street parking access requirement. Lastly, a tentative parcel map is proposed to create two development sites and establish airspace to allow for separate interest and ownership of public parking spaces and to provide vehicular and pedestrian access to a private street through a public access easement. Redevelopment of this site commenced in 2014, when the City initiated the process to embark upon a Public/Private Partnership to replace a dilapidated parking structure that divides Downtown Santa Ana with a development that benefitted the City. Staff is recommending approval of the applicant's request due to the project's compliance with the intent of the TZC to promote a pedestrian - oriented environment with a mix of land uses, redevelopment of underutilized land and an aging parking structure, increased employment opportunities within the City, additional property taxes, sales taxes, hotel visitor's tax revenue, the production of on -site affordable housing units, and reconstruction of a roadway that will help reconnect portions of Downtown. The Planning Commission is the final approving body of the Tentative Parcel Map and Variance applications and would need to approve the addendum to the Environmental Impact Report (EIR) for the said actions. The recommendations of the Planning Commission on the addendum to the TZC EIR, Density Bonus Agreement (DBA), and Site Plan Review (SPR) applications will be forwarded to City Council for review. Separately, the City Council will be considering a Disposition and Development Agreement (DDA) for the sale the property for the City -owned parking structure. Table 1: Project and Location Information Project Address 201 West Third Street Nearest Intersection Third Street and Broadway General Plan Designation District Center (DC) Zoning Designation Transit Zoning Code (Specific Development No. 84), Downtown sub - zone Surrounding Land Uses (Exhibit 2) Commercial North Commercial East Commercial and Parking and Residential (South) Commercial West Site Size 1.41 acres combined Parcel 1: 0.89 acres; Parcel 2: 0.52 acres Existing Site Development 3-level public parking structure with 440 spaces Use Permissions Mixed -use projects permitted by Section 41-2006 and Section 41-2007 of the SAMC. Code Sections Affected Uses DBA required pursuant to SAMC Sec. 41- 1600; SPR required pursuant to SAMC Sec. 41-2007; VAR required pursuant to SAMC Sec. 41-632; TPM required pursuant to SAMC Article V. Development Standards Transit Zoning Code, SAMC Sec. 41-2011, 41-2022 and 41-2023 75A-44 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 3 Project Description The project proposes demolition of the City -owned public parking structure at 201 West Third Street and construction of a mixed -use development and hotel on two sites (Exhibits 3 through 9). In addition, Sycamore Street would be reconstructed between Third and Fourth Streets. A full description of each building's conformance to development standards is provided in Exhibit 10 to this staff report. Table 2: Project Summary Units/Rooms 171 units 75 rooms Building Square 197,726 SF _ 63,069 SF Foots a SF) Unit Mix/Room 95 studios 66 standard rooms 51 one -bedrooms 9 suites _ 25 two -bedrooms Unit SF 547 to 722 SF one -bedrooms 418 to 527 SF standard rooms 625 to 968 SF one -bedrooms 855 SF suites 1,002 to 1,637 two-bedrooms/penthouse Commercial SF 13,419 SF 520 to 3,692 SF units N/A Hei ht & Stories 16 stories, 193'-10" 10-stories Parking 196 spaces _ 83 spaces 1 space/1 bedroom and 2 spaces/2 bedroom 1 space per room + 1 space per 10 rooms Open Space/ 181 floor: 731 SF lobby and 727 SF lobby 15t floor: 4,046 SF lobby Amenities 31d floor: 1,184 SF public outdoor deck 3'" floor: 734 sf public outdoor area 4th floor: 731 SF fitness room, 730 SF outdoor deck 4th 6th 8th floors: 287 SF guest terrace 5th floor: 733 SF event space, 3,901 outdoor deck 5th 9th floors: 287 SF amenity space 161h floor: 2,925 SF rooftop pool deck 711 floor: 287 SF meeting room 10th floor: 3,722 SF seating area, 853 SF meeting room and 287 SF terrace Parking A total of 490 parking spaces will be provided for the entire development: 211 public parking spaces, 196 residential parking spaces, 83 hotel parking spaces (41 standard spaces and 42 mechanical stacker (lift) spaces). Vehicular access to the public, residential, reserved hotel valet parking, and mechanical stackers (lifts) will be from a City alley immediately north of the site between Third and Fourth streets. Pedestrian access to and from the parking structure is provided from stairs and an elevator that lead to a lobby that is accessible from Sycamore Street. A hotel valet parking drop-off zone will be on Sycamore Street immediately adjacent to the hotel lobby. One subterranean level of parking below Sycamore Street will span the entire development site, and eight levels of above -grade parking will be provided. The lower levels of the parking structure (Levels P1 through 5) are reserved for 211 public parking spaces and 37 hotel valet parking spaces. The upper levels of the parking structure (Levels 5 through 8, 196 spaces total) are reserved for the residential development. A total of 83 hotel parking spaces will be provided through a combination of 42 parking lifts, 4 ADA parking spaces, and the 37 reserved valet parking spaces within the adjacent parking structure (Levels P1, 4 and 5). 75A-45 DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 4 Architecture & Amenities 2020-02NAR No. 2020-05/TPM No. 2020-02 The architectural style of the development is California Contemporary, which is one of the six architectural styles permitted by the TZC. The mixed -use building has been designed as three distinct masses, with an open roof deck at the fourth and fifth levels to provide views of the W.H. Spurgeon Building's clock tower to the north. The three recessed and projecting volumes have separate architectural elements to create the appearance of multiple masses ratherthan one single structure. The corner of Broadway and Third Street features a public plaza that will include a statement evergreen tree. The building's ground level details, such as tan masonry brick street walls and recessed retail entrances, will link the project to the existing environment and is similar to the buildings that characterize Downtown Santa Ana. The middle building mass is comprised mainly of the parking structure, which will be screened with angled perforated metal panels with a brass finish. The upper portion of the building contains the residential units with floor -to -ceiling glass windows and balconies that span each level. The portions of the lower level roofs visible from above will incorporate artificial green roofs and water infiltration planters. The hotel is a contemporary building designed generally as a single mass. The building will also feature a 4,046-square foot ground -level lobby, 300-square foot meeting space on the seventh floor, 853-square foot meeting room on the tenth floor, 300-square foot amenity rooms, outdoor terraces and balconies, and a roof deck with a kitchen and outdoor seating that will overlook Downtown Santa Ana. It is proposed that the rooftop will be accessible to the public and provide food and beverage service. The exterior of the building includes high quality material such a white marble with contrasting grey metal panels and bronze window frames that will create a visual icon within Downtown Santa Ana. The upper levels will be recessed from the base of the building creating a publicly accessible deck and private hotel room decks on the third level that overlook Sycamore Street, Public wall art is proposed on each elevation of the residential building and at the ground level of the south elevation (along Third Street) of the hotel building. To promote walkability, sidewalks ten feet in width will be provided along base of the buildings, benches will be installed at the corners of Sycamore and Third Street, and new Sycamore trees along Sycamore Street will be planted. With proper permits and approvals, it is intended that Sycamore Street could be closed temporarily for events such as a farmer's market or artisan fair, with City approvals. Project and Site Background Site Background The site's existing public parking structure was constructed in the early 1980s. The structure consists of 440 parking spaces (an approximately 146,055-square foot, three -level structure) that provides both daily and monthly public parking. The parking structure is in need of significant repairs to fix structural shoring, drainage, circulation and outdated parking equipment issues. 75A-46 DBA No. 2020-01/SPR No. 2020-01/SPR No. Third & Broadway Mixed -Use Development September 28, 2020 Page 5 Setting 2020-02/VAR No. 2020-051TPM No. 2020-02 The TZC was adopted in July 2010 and updated in 2019; it provides a framework for transit -oriented mixed -use, residential, commercial, and limited industrial activities in a large section of central Santa Ana. The Downtown sub -zone in which the project is proposed allows a variety of mixed -use developments intended to contribute to creating a dynamic, transit -oriented area for residents, business owners, and visitors, and to lessen the need for automobile dependence. The project site is not within the Downtown National Register District; however, the boundary of the Downtown National Register District surrounds the project site to the north, west, east and a portion of the south. Planning for the OC Streetcar began in 2008. The fixed -guideway will traverse 4.15 miles throughout Santa Ana and will serve as a last -mile connection from the Santa Ana Regional Transportation Center through Downtown and to the City of Garden Grove. The project is currently under construction and is expected to be operational in 2022. An OC Streetcar stop is planned at Fourth Street between Broadway and Sycamore Street, which is one block from the subject site. Request for Qualifications In 2014, City Council directed the Planning and Building Agency to release a Request for Qualifications (RFQ) searching for a developer that would reconstruct the site's parking, develop the site, and include a hotel component. Five proposals were received in response to the RFQ and only the Caribou Industries proposal included a hotel. In 2017, the City entered into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the Third & Broadway project. Since then the Community Development Agency has been working with Caribou Industries to complete the DDA regarding the sale of the property and reconstruction of public parking spaces. Following the Planning Commission's review of the entitlements for redevelopment of the site, the DDA will be presented to the City Council for review and approval. Analysis of the Issues Site Plan Review Section 41-2005 of the SAMC requires developments proposing over four stories in height to submit a SPR application to the Planning Commission. As the buildings in the proposed development are proposed to be 16 and 10 stories, approval of two individual SPR applications is required. The mixed -use development will be a 16-story urban building within the Downtown zone and will not be detrimental to the harmonious development of the City or impair the desirability of investment or occupation of the Downtown neighborhood. The development will facilitate the replacement of a parking structure with no features of pedestrian interest with a multi -story building with pedestrian oriented retail, service, and residential uses. In addition, the inclusion of 19 very -low income housing units creates housing opportunities for very -low income households within a highly amenitized mixed - income development. Conditions of approval for public art, public access to the fifth floor deck and community room, and compliance with a parking management plan are included in the SPR. 75A-47 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 6 The hotel conforms to the building form, character and quality of the Downtown zone. The hotel will be the first in Downtown and can cater to individuals doing business at the nearby government facilities and office buildings. Additionally, the hotel will make Downtown Santa Ana available as an overnight destination to those visiting the Orange County area. The development site is accessible to the OC Streetcar, Santa Ana Regional Transportation Center, and local bus routes. Redevelopment of the superblock into two development sites with a new sidewalk and street grid will link the existing Artist Village and west -end commercial uses with the rest of Downtown to help activate the area. Furthermore, the development is consistent with General Plan Land Use Element Goals 1, 2, 3 and 4 and several policies (Policies 1.1, 3.7, 3.1 and 4.5 and 5.1) which aim to promote development within the City's District Centers, redevelop and revitalize the City's urban areas within close proximity to transit and promote land uses that enhance the City's economic and fiscal viability. The proposed mixed -use and mixed -income community and hotel satisfies the goals by providing onsite affordable units in a highly-amenitized development and in Downtown, reducing the need for automobile dependence by encouraging transit ridership and generating sales tax and hotel tax revenues. State Density Bonus Law The applicant is proposing to dedicate 11 percent of the total units (19 units, including 10 studios, 6 one -bedrooms, and 3 two -bedrooms) to be attainable to very -low income households. Therefore, the project is eligible for a density bonus, concession/incentives, waivers and parking reductions per state law (California Government Code Section 65915) in exchange for providing affordable units onsite. To ensure that the units are dedicated as affordable for a period of a minimum of 55 years the applicant will enter into a DBA with the City (Exhibit 10). The law also restricts the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers. The law places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted and requires substantial evidence determining that granting the concessions and waivers would cause detriment to public health, safety, the physical environment, or any property that is listed in the California Register of Historical Resources. Density Bonus Under the State's Density Bonus Law, developers providing 11 percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for the site is District Center, which allows 90 dwelling units per acre and a maximum floor area ratio of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre, 127 units are allowed. In exchange for providing 11 percent very -low income units on site, an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total floor area ratio (FAR) of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. 75A-48 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 7 Table 3: Density Bonus Calculation ® W e o 1 UvLsMEE • 171 1 • 1 • - ' Concessions and Waivers To help make providing onsite affordable units feasible, the State law allows developers constructing 11 percent very -low income units seek up to two incentives/concessions (California Government Code Section 65915 (d)(2)(B)), and an unlimited number of waivers (California Government Code Section 65915 (e)(1)), which are essentially variances from development standards that would help the project be built. A concession may be a reduction in a site development standard, modification to a zoning code requirement or a modification to architectural design requirement that results in identifiable cost reductions. A waiver is for a standard that would physically preclude development from being built at the permitted density and with the granted concession/incentives. A development standard is defined in California Government Code Section 65915 as a site or construction condition, including, but not limited to, a height limitation, a setback requirement, FAR, an on -site open space requirement, or a parking ratio that applies to a residential development pursuant to any ordinance, general plan element, specific plan, charter or other local condition, law, policy, resolution or regulation. Table 4: Requested Incentives/Concessions/Waivers Floor Area Ratio (FAR) 3.0 -Downtown District Center 4.2 FAR — Requires Waiver, Cal. Gov't Code Sec. 65915 (e)(1 Sec. 41-2011(a) — The Line Block building type permits a 16 stories — Requires Waiver, Cal. Height maximum of 10 stories Gov't Code Sec. 65915 (e)(1) 1. The common open space shall be designated as a courtyard, or in the front as a forecourt. This area shall be equal to 15% of the lot and shall be open to the sky. 2. Minimum courtyard width of 20'0" when running EW and 160" when running NS. 3. 20'0" wide courts only permit architectural Common open space is not proposed Sec. 41-2023(f) — projections on two opposing sides. as a courtyard or forecourt — Open Space 4. Private open space for each dwelling unit Requires Concession 1 of 2, Cal. and no less than 50 SF and not less than Gov't Code Sec. 65915 (d)(1) 6'0" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 160" in each direction. Max. Ratios of each Story: Sec. 41-2023(i) — a.Ground Floor —100% Level 3 is proposed at 94%— Massing b. Level 2 —100% Requires Concession 2 of 2, Cal. c. Level 3-5 — 85% Gov't Code Sec. 65915 (d)(1) d. Level 6 + — 850% DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 8 2020-02/VAR No. 2020-05/TPM No. 2020-02 The property is within a height exempt zone. However, in the TZC Downtown zone, the Lined Block building type limits structures to a 10-story maximum, but the building is proposed to be 16-stories (193 feet, 10 inches). A waiver from the maximum number of stories is needed for the project. The six additional stories are needed to make construction of a mixed -income high-rise development financially feasible. A designed four upper story levels are needed to accommodate space for 19 on - site affordable units and 44 density bonus units. Efforts to maintain views of the W.H. Spurgeon Building's clock tower to the north of the site have been made by recessing the building mass at the fourth and fifth levels and providing a publicly accessible deck that will provide views of Downtown. In addition, the public parking stalls account for one below -grade and four above -grade levels of the building, adding to the overall height of the development. The application of the 10-story maximum building height standard would physically preclude construction of the mixed -income project. The project's open space is designed as open roof decks rather than courtyards or forecourt, as required bythe TZC. Construction of a courtyard orforecourt would substantially increase engineering costs, and the development would need to be completely redesigned. This would reduce the number of units that could be constructed on the site and therefore reducing the number of affordable housing units that would result from the project. The project exceeds the 15 percent of common and private open space requirements in regards to quantity of open space provided as a total of 10,685 square feet of common open space and 7,550 square feet of private decks are provided. The intent of specifying the massing for each level of a building is to maintain the building form of each building type. A maximum of 85 percent total coverage of the third level is permitted and 94 percent coverage is proposed. In order to maximize the number of parking stalls provided, the building footprint needs to span the building site at level three (cover 94 percent of the site). However, the urban form that the Line Block building type strives for through massing is still achieved due to the overall larger scale of the building. In addition, the levels 4 through 16 meet the prescribed massing standards. The overall building form and design is typical of the Line Block building type and typical of buildings found in a downtown urban environment. A reduction in massing at the third level would result in a reduction in public parking and reduce the financial feasibility of redeveloping the site and providing 19 on -site very -low income units. Overall, the mixed -used and mixed -income nature of the development supports the goals of the TZC. Mixed -Use Building Parking The density bonus law entitles developers to reduced parking standards. Pursuant to California Government Code Section 65915 (p)(1), residential developments providing eleven percent on -site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two -bedroom units, inclusive of handicapped and guest parking. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code Section (p)(1) therefore, a total of 196 parking spaces are provided. It is anticipated that employees and patrons for the commercial businesses will utilize the public parking spaces available on site and throughout Downtown. 75A-50 DBA No. 2020-01/SPR No, 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 9 Table 5: Mixed -Use Parking Number of Units & Type Required Parking Per Cal. Gov't Code Section 65915 (1) Provided Parking 95-Studios 95 space 95 spaces 51 One Bedrooms 51 spaces 51 s aces 25 Two Bedrooms 50 spaces 50 spaces Total 196 spaces 196 spaces It is also important to note that under California Government Code Section 65915 (p)(4) upon request of a developer, residential developments providing 11 percent very -low income units and located within one-half mile of a major transit stop are entitled to a parking requirement of only 0.5 spaces per bedroom. The project is within 0.15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street and route 64/64x stop at Main Street and First Street. As such, the project is entitled to an even lower parking ratio than proposed under which a total of 98 parking spaces would be required for the 171-unit development. However, the applicant is providing 196 parking spaces, which would be an excess of 98 spaces if California Government Code Section 65915(p)(4) were exercised. To address concerns regarding the requested parking incentive, the applicant prepared a parking analysis and parking management plan (PMP) (Exhibit 12). The PMP encourages transit ridership by providing transit maps with tenant move -in packets and upon demand can provide on -site valet service to maximize use of parking areas and reserve additional residential and commercial parking spaces through long-term agreements with the City for use of nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking for all uses could create an additional 122 parking spaces on levels P1 through 8, raising the total on -site parking supply for the mixed -used project spaces from 196 to 318. In addition, the PMP indicates that an additional 50 offsite parking spaces could be leased on a long-term basis at on - site or nearby City -owned parking structures. When implemented, this would result in an effective parking ratio of 1.86 parking spaces per residential unit with the on -site valet service, and 2.15 spaces per unit with the additional 50 offsite spaces, which would be equivalent to the 2.15 per unit parking space requirement of the TZC. The parking study supports the parking ratio of one space for every studio and one bedroom and two spaces for every two -bedroom unit for variety of factors. These include the project's proximity to existing and future mass transit, such as standard bus service, high-capacity/express bus service, the Santa Ana Regional Transportation Center, and the under -construction OC Streetcar; the project's location within a highly-amenitized, mixed -use environment with shopping and major employment centers nearby; and proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. Variance — Hotel Parking The applicant is proposing to provide 83 hotel parking spaces, which would include 42 mechanical stackers, 4 ADA spaces, and 37 reserved parking spaces in the adjacent parking structure. The applicant is proposing use of Park Plus SpaceMaker Triple Parking Lifts, which is a mechanical stacking device that allows for three vehicles to be stacked above one another. Due to the need for 75A-51 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 10 trained operation of the system, the stacker system requires use of valet operators. In addition, hotel valet parking services would be provided for 37 vehicles in the adjacent building. Pursuant to SAMC Section 41-632, a variance for a reduction in required off-street parking and from off-street parking access requirements is required. The SAMC requires that all parking stalls be accessible and useable. The mechanical stackers do not allow for all of the parking stalls to be accessible as the system requires trained valet operators. In addition, the applicant is proposing to utilize the SAMC Section 41-1344 hotel off-street parking standard instead of the TZC's Downtown zone's non-residential off-street parking requirements. Table 6: Hotel Parking Transit Zoning Code 156 spaces 1 space per 400 square feet of non-residential uses 83 spaces; Santa Ana Municipal Code Section 41-1344 83 spaces 42 stackers 1 space per 1 room + 1 space per every 10 rooms 37 reserved spaces Requested Variance 73 spaces 4 ADA spaces The TZC parking requirements do not differentiate between hotels and other commercial uses. Therefore, the required off-street parking for all commercial uses in the TZC Downtown zone is one parking space per every 400 square feet. Application of the TZC Downtown zone standard for the 62,516 square foot hotel would require 156 parking spaces, which would be an additional 73 spaces (46-percent variance). The SAMC Section 41-1344 hotel off-street parking requirement for hotels requires one parking space for every room plus one space per every ten rooms. Application of SAMC Section 41-1344 hotel off-street parking standard, a more apt standard, would require 83 parking spaces. The applicant engaged the services of Urban Crossroads, a professional parking consulting firm, to prepare a parking analysis, which supports use of the SAMC Section 41-1344 hotel off-street parking standard due to the mixed -use nature and urban location of the project. In addition, the study notes that the SAMC Section 41-1344 hotel off-street parking standard is higher than other jurisdictions' standards, such as Anaheim, Costa Mesa and Buena Park's hotel off-street parking requirements, all of which are hotel -rich cities. Condition of approvals for the variance and hotel's SPR application have been added to require valet service and reciprocal parking and accesses easements within the adjacent mixed -use development site. Due to the project's proximity to public transportation options and to support the intended goal of creating a transit -oriented Downtown, staff supports use of the SAMC Section 41-1344 hotel off- street parking standard. Requiring an additional 73 parking spaces would be contrary to the goal of the TZC to create transit -oriented developments. Granting the variance will not be detrimental to the public welfare or injurious to surrounding properties with the conditions of approval applied to the project to manage parking through valet service. 75A-52 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 11 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 must be made to show consistency with the General Plan, conformance to all applicable City ordinances, the project site being physically suitable for the type and density of the proposed project, the proposed project not causing substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, not causing serious public health problems, or not conflicting with easements necessary for public access through or use of the property. The applicant is seeking approval of a tentative parcel map for condominium purposes to subdivide the 1.41-acre parcel into two parcels, create three airspace parcels and to provide public and emergency vehicle access to a private street and sidewalks (Exhibit 13). The subdivision is not to create residential condominium units for sale and ownership. The airspace parcels that are being created are referred to as condominium units and allow the parcels to have separate interests. The two parcels include Parcel 1 (the mixed -use residential building) and Parcel 2 (the hotel building). Parcels A, B, and C represent airspace parcels (set horizontal and vertical limits) of the parking areas within the structure for separate interests. The building and common areas will be managed by Covenants, Conditions and Restrictions (CC&Rs). In reviewing the project, staff determined that the proposal as conditioned is consistent with the various provisions of the SAMC and General Plan, including lot size and lot frontage. 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 map was found to be consistent with the California Subdivision Map Act and Chapters 34 and 41 of the Municipal Code. California Environmental Quality Act (CEQA) An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. Since none of the conditions specified in State CEQA Guidelines, section 15162 are present, an Addendum to the previously -certified 2010 EIR was prepared for the Third and Broadway project. Pursuant to State CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. The Addendum is included with this staff report as Exhibit 14. Pursuant to State CEQA Guidelines section 15164(d), the Planning Commission must consider the Addendum together with the TZC's original 2010 EIR before making a decision on the project. Previous CEQA Documentation The 2010 TZC EIR (SCH No. 2006071100) anticipated potential development of approximately 4,075 residential units, 387,000 square feet of retail development, and an additional 15.5 acres of open space within the City. The 2010 EIR considered the environmental impacts related to 75A-53 DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 12 2020-02NAR No. 2020-05/TPM No. 2020-02 aesthetics; air quality; biological resources; cultural resources; hazards and hazardous materials; hydrology and water quality; land use; noise; population, housing, and employment; public services; transportation and traffic; utilities and service systems; and climate change. A mitigation monitoring and reporting program, findings of fact, and a statement of overriding consideration were adopted with the 2010 EIR. 2020 Third and Broadway Addendum The Addendum focuses on the potential environmental impacts associated with the project, including the density bonus application and associated concessions and waivers, site plan review applications, variance, tentative parcel map and disposition and development agreement that might cause a change in the conclusions of the certified 2010 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The proposed development required preparation of studies relating to shade and shadow, air quality and greenhouse gas emissions, traffic, parking, noise and vibration, Phase I environmental site assessment, hydrology, a preliminary water quality management plan, and sewer capacity (Attachments to the 2020 Addendum). All studies evaluate the proposed project as compared to the existing entitlements and were reviewed for content and accuracy by the City. In addition, the project is within a Transit Priority Area. Under Senate Bill 743, aesthetic and parking impacts cannot be considered a significant impact within a Transit Priority Area. The addendum concludes no new or substantially greater impacts would occur with implementation of the proposed development when compared to those identified in the 2010 EIR and finds that no supplemental or subsequent EIR is required for the proposed development. Therefore, the 2010 EIR's MMRP will continue to mitigate or lessen any impacts already identified by the TZC's original 2010 EIR. Economic Development The Community Development Agency in coordination with Kosmont Companies estimates approximately 510 local construction jobs and $53,000,000 in local labor income will be generated in the short-term, and $737,000 in annual general fund revenue will be generated for the long-term. Table 7: Estimated General Fund Revenue from Proposed Project Summary of Annual Estimated Revenue from Project Property Tax Secured & Unsecured) $210,000 Property Tax In -Lieu of VLF $130,000 Sales & Use Tax On-Site/Direct $57,000 Sales & Use Tax Off-Site/Indirect $25,000 Transient Occupanc Tax $90 RevPar $270,000 Utility User Tax & Other Tax $45,000 Annual General Fund Revenues (ROUNDED): $737,000 75A-54 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 13 Table 8: Economic Benefits of Construction for 3rd and Broadway Employment Labor income Direct On -Site 475 $49,000,000 Indirect 180 $14,000,000 Induced 200 $13,000,000 Total Countywide 855 $76,000,000 Estimated City Capture 510 $53,000,000 Table 9: Public Notification and Community Outreach �lbliNgti#ication ogtl,„Comm nit _;Oyte nji'ah," ,` `"` Required Measures A community meeting was held on October 8, 2019 at 6:00 p.m. at 100 South Main Street in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants in a 500-foot radius from the project site. Approximately 13 members of the public attended, as well as 3 City staff. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https://www.santa- ana.org/pb/planning-division/major-planning-projects-and-monthly-development- ro'ect- re orts/3rd-and-0. Notification by mail was mailed to all property owners, occupants, and other interested parties within 500 feet of the project site in accordance with SAMC requirements. Newspaper posting was published in the Orange County Reporter in accordance with _ SAMC requirements. Additional Measures Over the past three years the applicant has conducted one-on-one informational meetings with over twenty businesses or interested parties in an around Downtown along with outreach with the Chamber of Commerce and Downtown Inc. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving (1) Addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Variance No. 2020-05 and Tentative Parcel Map No. 2020-02, (2) Variance No. 2020- 05 for the hotel off-street parking requirements as conditioned, and (3) Tentative Parcel Map No. 2020-02 as conditioned. In addition, staff recommends that the Planning Commission recommend that the City Council adopt a resolution approving (1) Addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement; and (2) Density Bonus Agreement Application No. 2020-01 with concessions and waivers, Site Plan Review No. 2020-01 for a mixed -use development and Site Plan Review No. 2020-02 for a hotel as conditioned. 75A-55 DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 14 kLL_'�Maw Selena Kelaher, AICP Associate Planner SK:sb 2020-02NAR No. 2020-05/TPM No. 2020-02 S:\Planning Commission\2020\09-28-20\3rd & Broadway Addendum, DBA, SPR, VAR, TTM\Staff Report\SPR DBA 3rd& Br02dway.pc 09172020.docx Exhibits: 1. Resolutions (EIR Addendum, Density Bonus Agreement, Site Plan Review, Variance, Tentative Parcel Map) 2. Vicinity Zoning and Aerial Map 3. Site Photos 4. Site Plan 5. Residential Unit Floor Plans 6. Mixed -Use Building Elevations 7. Hotel Building Elevations 8. Renderings 9. Mixed -Use and Hotel Open Space 10. Conformance to Development Standards 11. Draft Density Bonus Agreement 12. Parking Analysis and Parking Management Plan 13.Tentative Parcel Map 14.2010 Transit Zoning Code EIR Link 15.2020 EIR Addendum and Technical Appendices Link 16. Sunshine Meeting Minutes 75A-56 EXHIBIT 1 75A-57 RESOLUTION NO. 2020-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR VARIANCE NO. 2020-05 AND TENTATIVE PARCEL MAP NO. 2020-02 AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED - USE PROJECT LOCATED AT 201 WEST THIRD STREET WHEREAS, Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05, Tentative Parcel Map No. 2020-02, and a Disposition and Development Agreement to allow the demolition of an existing public parking structure and construction of a new mixed -use 171-unit residential and 13,419 square foot commercial development and 75-room hotel at 201 West Third Street; and WHEREAS, the subject Property contains 1.41 acres and is currently developed with a City -owned public parking structure; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring and reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and limited industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Density Bonus Agreement application, two Site Plan Review applications, a Variance application, a Tentative Parcel Map application, and a Disposition and Development Agreement; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and 75A-58 WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the Third & Broadway project's EIR Addendum ("2020 Addendum") concludes that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, the proposed Project is within a transit priority area (TPA) as defined by Public Resources Code (PRC) Section 21099(a)(7). A TPA is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods (PRC § 21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 1st Street). Under SB 743, aesthetic and parking impacts cannot be considered a significant impact within TPA's; and WHEREAS, on September 28, 2020 at a duly noticed public hearing, the Planning Commission considered the 2020 Addendum for Variance No. 2020-05 and Tentative Map No. 2020-02; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE PLANNING COMMISSION OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: 75A-59 SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The Planning Commission has reviewed and considered the 2010 EIR and the 2020 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The Planning Commission further finds that the 2020 Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The Planning Commission further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. 75A-60 SECTION 4. The Planning Commission hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The Planning Commission therefore hereby adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Applicant shall be solely responsible for the implementation of all mitigation measures in the MMRP applicable to any aspect of the proposed mixed -use development project. SECTION 5. The Planning Commission hereby approves and adopts the 2020 Third and Broadway Addendum related to Variance No. 2020-05 and Tentative Parcel Map No. 2020-02, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The Planning Commission directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the Planning Commission's approval of Variance No. 2020-05 and Tentative Parcel Map No. 2020-02 for the Third and Broadway Mixed -Use Development Project. SECTION 8. The 2010 EIR and the 2020 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center 75A-61 Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. SECTION 9. This resolution shall take effect immediately upon its adoption by the Planning Commission, and the Recording Secretary shall attest to and certify the vote adopting this resolution. ADOPTED this 28th day of September, 2020 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. dge Assistant pity At orney Mark McLoughlin Chairperson 75A-62 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 28, 2020. Date: Recording Secretary City of Santa Ana 75A-63 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-protect-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75A-64 EXHIBIT B THIRD AND BROADWAY EIR ADDENDUM The Third and Broadway Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-project-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75A-65 RESOLUTION NO. 2020-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING VARIANCE NO. 2020-05 AS CONDITIONED TO ALLOW THE CONSTRUCTION OF A TEN -STORY, 63,069 SQUARE - FOOT, 75 ROOM HOTEL WITH A 46-PERCENT REDUCTION OF REQUIRED OFF-STREET PARKING FOR THE HOTEL PROJECT LOCATED AT 201 WEST THIRD 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. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Variance No. 2020-05 as conditioned, to allow the construction of a ten -story, 63,069 square foot, 75-room hotel with 83 parking spaces at 201 West Third Street. B. Pursuant to Santa Ana Municipal Code (SAMC) Section 41-638, the Planning Commission is authorized to review and approve variances for this project to allow a reduction in required off-street parking and deviations to access requirements as set forth by the Santa Ana Municipal Code. Granting the variance would allow for use of the Santa Ana Municipal Code Section 41-1433 (hotel off-street parking standards) and use of mechanical stackers. C. On September 28, 2020, the Planning Commission of the City of Santa Ana held a duly noticed public hearing regarding Variance No. 2020-05 at that time considered all testimony, written and oral. D. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. E. The zoning designation for the subject property is Specific Development No. 84, Downtown sub -zone. F. The Planning Commission determines that pursuant to SAMC Sections 41-2007 and 41-593.5, the hotel project is in compliance with all 75A-66 applicable development standards outlined within the Specific Development (SD No. 84/Transit Zoning Code). G. The Planning Commission of the City of Santa Ana has considered the information and determines that following findings, which must be established in order to grant Variance No. 2020-05, have been established as required by SAMC Section 41-638: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The project site has a special circumstance related to its topography, location and surroundings. The subject site and below grade level of the parking structure has a history of flooding due to the site's topography. If the applicant were to construct additional levels of below grade parking potential risks of flooding and drainage issues may exist or require extensive engineering. The development site is an existing 1.41-acre parcel bound by existing buildings to the east and bound by streets and an alley to the north, south and west which limits construction opportunities for traditional parking spaces, lots or structures. The project is located within the Transit Zoning Code Downtown zone and is 0.15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street and route 64/64x stop at Main Street and First Street. The OC Streetcar (under construction and planned to be operational in 2022) stop is planned at Fourth Street between Broadway and Sycamore Street which is one block from the subject site. The project's location and surroundings support a reduction in off-street parking as it is within a mixed -use environment with a variety of transit opportunities within walking distance of the project. Application of the Transit Zoning Code Section 2011(d) parking standard would deprive the Downtown hotel of privileges provided to hotels that are not within the Transit Zoning Code and are prescribed the Santa Ana Municipal Code Section 41-1344. 2. That the granting of a variance is necessary for the preservation and enjoyment of one (1) or more substantial property rights. 75A-67 The granting of this variance is necessary in order for the applicant to include a hotel development. Strict application of the off-street parking standards would result in significant changes to the site plan and floor plans and increase construction costs, which would render the project infeasible. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties. Conditions of Approval are included to require 24-hour valet parking service for the hotel and to require reciprocal access and parking for 37 vehicles within the adjacent parking structure. Additionally, the site has been designed with a valet parking drop-off lane on Sycamore Street immediately adjacent to the hotel lobby. A parking analysis prepared by Urban Crossroads dated September 9, 2020 notes that the Transit Zoning Code non- residential off-street parking and Santa Ana Municipal Code Section 41-1344 hotel off-street parking requirements are higher than other nearby hotel -rich Orange County cities (Anaheim, Costa Mesa and Buena Park). In addition, it is expected that many patrons would use ride -sharing options or public transportation; therefore, the proposed 83 parking spaces will meet the demand of the 75 room hotel and will not create impacts to the public or nearby properties. 4. That the granting of a variance will not adversely affect the General Plan of the city. The development of a hotel will support several goals and policies of the General Plan, including Goals 2 and 3 of the Economic Development Element to maintain and enhance the diversity of the City's economic base and increase Santa Ana's share of the regional economy. The hotel will increase Santa Ana's contribution to the hospitality and tourism sector of the regional economy and will be subject to the City's Hotel Visitors' Tax, generating revenue for the City. The hotel will be the first in Downtown and can cater to individuals doing business at the nearby government facilities and office buildings. Additionally, the hotel will make Downtown Santa Ana available as an over -night destination to those visiting the Orange County area. The project also supports Goals 1, 2, 3 and 4 of the Land Use Element to encourage uses that promote a balance of land uses that address basic community needs, promote land uses which 75A-68 enhance the City's economic and fiscal viability, to preserve and improve the character and integrity of existing neighborhoods and to protect and enhance development sites and districts which are unique community assets that enhance the quality of life. Redevelopment of the super block into two development sites with a new sidewalk and street grid will link the existing Artist Village and west -end commercial uses with the rest of Downtown to help activate the area. The development will rehabilitate a property that is underutilized and will increase capital investment. Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the Planning Commission of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third and Broadway Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: 75A-69 A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Variance No. 2020-05 as conditioned in "Exhibit A" attached hereto and incorporated as though fully set forth herein. 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 September 28, 2020, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. Variance No. 2020-05 shall not be effective until the City Council reviews and approves the Addendum, Environmental Review No. 2019-85, Density Bonus Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and the Disposition and Development Agreement for the subject project. If said approvals are held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise denied, then this variance shall be null and void and have no further force and effect. 75A-70 "'Signatures on following page"' ADOPTED this 28th day of September, 2020 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. dge Assistant ity At orney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 28, 2020. 75A-71 Date: Recording Secretary City of Santa 75A-72 EXHIBIT A Conditions for Approval for Variance No. 2020-05 Variance No. 2020-05 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, they shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this site plan review and variance. 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 site plan review. 1. All proposed site improvements must conform to the Site Plan Review (DP No. 2019- 32) and the staff report exhibits. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. 24-hour valet service shall be required for the hotel operations. 4. Hotel valet service staff shall be trained in the use and operation of the mechanical stacker system. At least one trained operator of the mechanical stacker system shall be onsite at all times. 5. Vehicles shall not be stacked or queued within any street, alley, or other public right-of- way. 6. Prior to the issuance a certificate of occupancy, proof of recorded reciprocal parking and access easements and reserved parking for 37 vehicles must be provided to the Planning Division. 7. Prior to the issuance of a certificate of occupancy, the Applicant shall provide proof of valet service and operations. 75A-73 RESOLUTION NO. 2020-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2020-02 AS CONDITIONED TO SUBDIVIDE AN EXISTING 1.41-ACRE PARCEL INTO TWO PARCELS AND CONDOMINIUM AIRSPACES FOR THE PROPERTY LOCATED AT 201 WEST THIRD STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Tentative Parcel Map No. 2020- 02, as conditioned to subdivide an existing 1.41-acre parcel into two parcels and condominium airspace at 201 West Third Street. B. Tentative parcel map ("TPM") applications require approval of a parcel map by the Zoning Administrator pursuant to Section 34-126 of the Santa Ana Municipal Code ("SAMC") and pursuant to Section 34-127 the Planning Commission shall review and approve the map. In an effort to streamline the discretionary process, the application has been bundled for Planning Commission review with the other entitlements associated with the Third & Broadway project. C. 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. D. Tentative Parcel Map No. 2020-02 (County Map No. 2020-159) came before the Planning Commission of the City of Santa Ana on September 28, 2020 for a duly noticed public hearing. E. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to approve Tentative Parcel Map No. 2020-02 (County Map No. 2020-159), 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 generally consistent with the District Center designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. 75A-74 Tentative Parcel Map No. 2020-02 (County Map No. 2020- 159), as conditioned, and its design and improvements will be generally consistent with the District Center General Plan land use designation. The project includes 10-foot-wide sidewalks and the installation of street trees, lights and benches on Sycamore Street. Further, the mixed -use and hotel project is consistent with the Land Use Element, as the use provides a mixed -use and mixed -income project, employment opportunities for local residents, and generates municipal revenues for continued economic development. The proposed subdivision promotes Land Use Element Policy 5.4, which supports land uses that are consistent with the Land Use Element. 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. 2020-02 (County Map No. 2020- 159), as conditioned, will conform to all applicable requirements of the zoning and subdivision codes (Chapter 34 and 41 of the Santa Ana Municipal Code) as well as other applicable City ordinances subject to the Planning Commission and City Council's approval of Density Bonus Agreement No 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05 and Disposition and Development Agreement. Lastly, Covenants, Conditions and Restrictions (CC&Rs) will address issues such as drainage, reciprocal access, landscaping and maintenance and 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 a mixed -use and hotel project and the density of the proposed project is consistent with the Downtown District Center density of 90 dwelling units per acre and 35 percent density bonus consistent with California Government Code Section 65915. 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. 75A-75 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 fish or wildlife populations existing on the subject site. The existing site is a disturbed site containing a three level parking structure with no landscaping. 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. An emergency access easement will be provided for the new private street. 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 includes a new street and sidewalk and will provide public vehicular and pedestrian access to the street and sidewalk. The project site will provide a reciprocal access and parking easement for the shared common driveways and drive aisle to allow public access to the 211 public parking spaces and 37 hotel valet parking spaces within the parking structure. In addition, the CC&Rs will ensure all ingress and egress easement and access will be maintained for the project site. Section 2. In accordance with the California Environmental Quality Act (CEQA), the Planning Commission of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019- 85 meets all the requirements of CEQA and recommends City Council approval: 75A-76 Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and 75A-77 instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Tentative Parcel Map No. 2020-02 (County Map 2020- 159) as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein for the property located at 201 West Third Street. 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 September 28, 2020, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. Tentative Parcel Map No. 2020-02 shall not be effective until the City Council reviews and approves the Addendum, Environmental Review No. 2019-85, Density Bonus Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and the Disposition and Development Agreement for the subject project. If said approvals are held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise denied, then this variance shall be null and void and have no further force and effect. "'Signatures on following page"' 75A-78 ADOPTED this 28th day of September 2020, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: '� I V Ryan O. o ge Assistant ty Att rney ryairi��y_�rx.»_��r��r_�r�.�►ra►uz.�:u�i►rarr�-i I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 28, 2020. 75A-79 Date: Recording Secretary City of Santa Ana 75A-80 Tentative Parcel Map No. 2020-02 (County Map No. 2020-159) 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 below Prior to exercising the rights conferred by this tentative parcel 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 parcel map. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2019-32 and the staff report exhibits. 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. Additionally, CC&Rs will be adopted to define the operating and maintenance requirements and enforcement of the CC&Rs provisions. 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 California Subdivision Map Act. 5. After project occupancy, landscaping is to be maintained in accordance with the approved landscape plan. This shall include the minimum levels of plant materials shown on the landscape plan, site furnishings, and hardscape materials. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 75A-81 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 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, the Applicant shall submit a management plan per Sections 34-335 and 34-376 of the Santa Ana Municipal Code. 10. Prior to submittal of the final map, the Applicant shall submit a conversion plan per Section 41-1804 of the Municipal Code. 11. Property 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, 75A-82 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. 75A-83 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO. 2020-02, DENSITY BONUS AGREEMENT NO. 2020-01 AND DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED - USE PROJECT LOCATED AT 201 WEST THIRD STREET WHEREAS, Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05, Tentative Parcel Map No. 2020-02, and a Disposition and Development Agreement to allow the demolition of an existing public parking structure and construction of a new mixed -use 171-unit residential and 13,419 square foot commercial development and 75-room hotel at 201 West Third Street; and WHEREAS, the subject Property contains 1.41 acres and is currently developed with a City -owned public parking structure; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring and reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and limited industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Density Bonus Agreement application, two Site Plan Review applications, a Variance application, a Tentative Parcel Map application, and a Disposition and Development Agreement; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and 75A-84 WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the Third & Broadway project's EIR Addendum ("2020 Addendum") concludes that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, the proposed Project is within a transit priority area (TPA) as defined by Public Resources Code (PRC) Section 21099(a)(7). A TPA is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods (PRC § 21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 1st Street). Under SB 743, aesthetic and parking impacts cannot be considered a significant impact within TPA's; and WHEREAS, on September 28, 2020 at a duly noticed public hearing, the Planning Commission recommended City Council adoption of the 2020 Addendum; and WHEREAS, on October 20, 2020 at a duly noticed public hearing, the City Council considered the 2020 Addendum for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 2010 EIR and the 2020 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The City Council further finds that the 2020 Addendum has 75A-85 been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 4. The City Council hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Applicant shall be solely responsible for the implementation of all mitigation measures in the MMRP applicable to any aspect of the proposed mixed -use development project. SECTION 5. The City Council hereby approves and adopts the 2020 Third and Broadway Addendum related to Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, 75A-86 authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the City Council's approval of Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement for the Third and Broadway Mixed -Use Development Project. SECTION 8. The 2010 EIR and the 2020 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. SECTION 9. 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 12020. APPROVED AS TO FORM: Miguel A. Pulido Mayor 75A-87 Sonia R. Carvalho City Attorney By: Ryan O. Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers IG1:i..11/G11►�MidtM, I1Laiilm 1►[��r�:7X.9�►���i.1RiTalPiLa'ii1.T-�� 75A-88 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75A-89 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-project-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75A-90 EXHIBIT B THIRD AND BROADWAY EIR ADDENDUM The Third and Broadway Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-protect-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana. CA 92701 75A-91 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, AND SITE PLAN REVIEW NO. 2020-02 AS CONDITIONED FOR A NEW MIXED -USE AND HOTEL DEVELOPMENT LOCATED AT 201 WEST THIRD 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. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, and Site Plan Review No. 2020- 02, as conditioned to allow the construction of a new mixed -use development consisting of 171 residential units, 13,419 square foot commercial development and a 75-room hotel at 201 West Third Street. B. The Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus Law (California Government Code Section 65915 et seq.) allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On September 28, 2020, the Planning Commission of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01 and Site Plan Review No. 2020-02 at that time considered all testimony, written and oral and recommended City Council approval of the entitlements. E. On October 20, 2020, the City Council of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, 75A-92 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Disposition and Development Agreement at that time considered all testimony, written and oral. F. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission and City Council of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. G. The zoning designation for the subject property is Specific Development No. 84. Downtown sub -zone. H. The City Council determines pursuant to SAMC Sections 41-2007 and 41- 593.5, that the mixed -use and hotel project is in compliance with all applicable development standards outlined within the Specific Development (SD No. 84/Transit Zoning Code), with the exception of required on -site residential parking, maximum stories, open space and massing which, pursuant to the California Government Code sections 65915 through 65918, may be reduced through approval of the requested Density Bonus Agreement application and off-street parking subject to approval of Variance No. 2020-02. The City Council determine that the following findings, which must be established in order to grant this Density Bonus Agreement with deviations pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2020-01 to allow construction of the proposed project: 1. That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide 152 market -rate rental units and 19 very -low income affordable units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. 10 studios, 6 one -bedrooms and 3 two -bedrooms very -low income units will be evenly dispersed throughout the development. The area in which the project is proposed, the Transit Zoning Code plan area, currently contains several entitled or constructed affordable and market -rate residential communities. The construction of this project will contribute toward an economically and demographically balanced community by providing housing for different demographic and income levels in an area rich with employment 75A-93 opportunities, commercial development, market -rate housing and close to many public transportation options such as the under -construction OC Streetcar, bus routes and the Santa Ana Regional Transportation Center. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Transit Zoning Code) and General Plan (the Land Use and Housing elements) for new residential communities. The application includes a request for a 35-percent density bonus in exchange for providing eleven percent very -low income units on -site (19 units). Under the State's Density Bonus Law, developers providing eleven percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for Downtown is District Center which allows 90 dwelling units per acre and maximum floor area ratio (FAR) of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre 127 units are allowed. In exchange for providing eleven percent very -low income units on -site an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total FAR of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. Furthermore, California Government Code Section 65915 (f)(5) granting a density bonus shall not require a General Plan Amendment. With approval of concessions and waivers the project is consistent with the underlying zoning development standards and General Plan. Additionally, the project supports several goals and policies within the General Plan land use element. 3. That the deviations are necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires waivers, two incentives/concessions, and for a reduction in required on - site (off-street) parking. The deviations are described as follow: 75A-94 (a) Waiver from the General Plan Land Use Element, Downtown District Center maximum FAR of 3.0. The FAR for the entire development site is 4.2. Capping the FAR at 3.0 would physically preclude development of the project and on -site affordable housing units [Cal. Gov't Code Sec. 65915 (e)(1)]. Limiting the FAR may preclude additional stories to accommodate the affordable units and density bonus units which make the project financially feasible for the developer. (b) Waiver from Santa Ana Municipal Code Sec. 41-2011(a) — Height. The Line Block Building Type sets a maximum height of 10-stories while 16 stories are proposed. The additional stories are needed to provide affordable housing units on -site and to make the construction of a high-rise development financially feasible. In addition, the requirement to provide 211 public parking spaces on site adds an additional five stories to the overall development [Cal. Gov't Code Sec. 65915 (e)(1)]. (c) Concession 1 from Santa Ana Municipal Code Sec. 41- 2023(f) Open Space, the project's open space is designed as open roof decks rather than courtyards or forecourt. Construction of a courtyard or forecourt would substantially increase engineering costs and the development would need to be redesigned completely reducing the number of units that could be constructed on the site therefore, reducing the number of onsite affordable housing units that would result from the project [Cal. Gov't Code Sec. 65915 (d)(1)]. (d) Concession 2 from Santa Ana Municipal Code Sec. 41- 2023(i) Massing a reduction in massing at the third level would result in a reduction in public parking or redesigning and engineering the project which would reduce the financial feasibility of redeveloping the site and providing 19 onsite very -low income units [Cal. Gov't Code Sec. 65915 (d)(1)]. (e) Parking: Constructing 2.0 parking spaces per residential unit and 0.15 guest parking spaces per residential unit on the project site would require the developer to construct additional levels of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. The City has identified the Transit Zoning Code area for high -intensity, mixed - use, transit -oriented development in order to reduce 75A-95 demands for parking and traffic impacts. Pursuant to California Government Code Section 65915 (p)(1) residential developments providing eleven percent on - site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two - bedroom units, inclusive of handicapped and guest parking. To address the parking reduction requested by the applicant pursuant to State Housing Law, the Applicant prepared a parking study and parking management plan (PMP). The PMP adequately outlines measurable means to provide additional parking through additional onsite valet parking, offsite parking, or a combination thereof, raising the effective parking ratios to a minimum of 2.15 parking spaces per residential unit if fully implemented. Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019-85 meets all the requirements of CEQA: 75A-96 Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for City Council Action dated October 20, 2020, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. "'Signatures on following page"' ADOPTED this day of 12020. 75A-97 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney LIM Ryan O. Hodge Assistant City Attorney NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75A-98 EXHIBIT A Conditions for Approval for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 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, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division 1. All proposed site improvements must conform to the Development Project Review approval of DP No. 2019-32 and the staff report exhibits. 2. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. A residential property manager shall be on site at all times that the project is occupied and the developer and on -site management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 4. The Project shall implement the Parking Management Plan dated September 9, 2020. 5. The Project shall include a publicly -accessible amenity area available to the public on a semi -regular basis, upon agreement by the public and Applicant, but in no instances less than four times per year for community -serving purposes. Any revisions to the proposed projects to include said amenity area, or any required modifications to accommodate said amenity area, shall be reviewed for substantial conformance during Building Division plan check. 6. All mechanical equipment shall be screened from view from public and roof deck amenity areas. 75A-99 7. Prior to issuance of any building permits, the Applicant shall submit a detailed rooftop plan to the Planning Division for review and approval demonstrating that the unoccupied lower level rooftops, visible from the building levels above, incorporate artificial green roofs and water infiltration planters as shown on the DP No. 2019-32 plans. 8. Prior to the issuance of any building permits, the Applicant shall submit a final detailed amenity plan to the Planning Division for review and approval. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity decks and plaza areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 9. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include perimeter construction signage with a contact phone number, construction hours, staging areas, parking and site security/screening during project construction. 10. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site to the Planning Division review and approval. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 11. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 12. A Resident Storage Plan shall be provided for the Project prior to occupancy. Storage shall be available at no cost to the residents. 13. Prior to Certificate of Occupancy issuance, public art shall be installed on the Project site at a value of one-half of one percent (0.5%) of the total valuation of both buildings. The art shall be installed on the north, east, west and south elevations of the mixed -use project and on the south elevation of the hotel project in the areas depicted on the DP No. 2019-32 plans. The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 14. Prior to Certificate of Occupancy issuance, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development 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) 75A-100 shall execute a Maintenance Agreement 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, (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, 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 75A-101 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 issuance of final approval for any construction permit related to this entitlement. 75A-102 EXHIBIT 2 75A-103 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-OS/TPM No. 2020-02 201 West Third Street - Third & Broadway Mixed -Use Development P —,Cz=� la+il- ,I. 1 11 2019 Aerial Zoning mn ore@;l wtixn �,a Cnmmuniry Lwnmertul fvmmuniryfnmmertul-Museum a.mtt ■ General Comme.dal � sn„xn Man scmcwnme2lalDm�la Gmremmerrc Lerner 9�eAmilY Pesiience iwo-Fnmily WesNence Multiple -Family Aesidenxe r S a 1 SpedfxDrvelnPment Mn. 39 y ���■■■��SsswssppPce-.eeecxxKarra.c DoDDD .ee.r„eeeml1Ioppp mmeenpna,ecccnnnnnnpnnp.... a Sr, x,D—Pmm[Mn W Dm11,-nn4 vawa3 eermw rs 0w,De Mnc j Ll �_; -=3 �}�J f'IXW � �t. �4I� • 'I# +!1 I ;JL5 0 fee N _ Exhibit 2 - Vicinity Zoning & Aerial View V•k 75A-104 CO 2020 Diaital Mao Products. All rights reserved. EXHIBIT 3 75A-105 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/FPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 3 — Site Photo 75A-106 EXHIBIT 4 75A-107 o III®_ IIIIIIIIIII IIIIIIIIIIIL,AN . - z. ...: a ..-. `+•�r► , c.�c� e.�, a �[iVr► I.��...�`. -,�p � i WINi_=� w nvmuvuca DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 4 — Site Plan 75A-108 EXHIBIT 5 75A-109 S dm Al(578 Sn A2(6s0 SnA3(722 SF S WA4(547 Sf 1 BR Bt (60 SF) 1 BR B] (660 SF) 1 BR B2 (B60 SF) 1 BR 04 qW SF) E 1 BR "" 1 BR B6 (990 SF) B] (962 SF) DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 5 — Residential Unit Floor Plans 75A-110 :anti (+,W25F5 TE 1 MI_ P M..P19,63Y5RP 11,61659 z as cx h,azs SD ION, DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 5 — Residential Unit Floor Plans 75A-111 EXHIBIT 6 75A-112 �vv SYCAMOPEST f v suars vmvm i soul 3 Enlarged Typical Storal Elevation Septamber10, 2020 Canhou lndusti�es lab&B,oedwey 16160 DBANo.2020Ol/SPRNo.2020Ol/SPRNo.202U022VARNo. 2020051rPM No. 2020 02 201 West Third Street Third & Broadway MixedUseDevelopment Exhibit — Mixed -Use Building Elevations Design Residential Tower Elevations stutlioneleven 22 75A-113 2 West Elevation 'low B +Y a YIV j if -v -� gim, soptombor 10 20201 caribou lnd-trios I and&Bmadway 115150 Third & Broddvoay MixedUseDevelopment Exhibit 6-Mixed-Use Building Elevations � Inund r a Design Residential Tower Elevations 2020 02 201 West Third Street studionaleven 23 75A-114 �� �1111l111®IRI■1111! II STORY fvpV 20ITl, BED BWBM BUILDING N BN0AIwAY Uasign Residential Tower Elevations to.2020Ol/SPRNo.202002NARNo.2020T09rPM No. 2020 02 201 west Third Street stuaioneleven 24 Third & Broadway Mixed -Use Development Exhibit 6—Mixed-Use Building Elevations 75A-115 A East Elevation 11 III! - I!- -® I1msign Residential Tower Elevations DBANo.2020O1/SPRNo.2020O1/SPRNo.2020.02NARNo.202U09rPM No. 2020 02 201 West Third Street studoneleven 25 Third & Broadway MixedUseDevelopment Exhibit 6—Mixed-Use Building Elevations 75A-116 11:1hiA 75A-117 I South Elevation September 10, 20201 Caribou lndratra, 13rd&Broadway 115150 Third& Broadway Mixed Use Development w studio_ne_leven 26 Exhibit] — Hotel Elevations 75A-118 35i0RI ES Ain, 40ED B N PLASTER &DARK GREY BRICK BDILDINO Septamber10, 2020 Canhou lndusti�es 3b&Dmedwe>" 15160 DBANo.202601/SPRNo.202001/SPRNo.202002/VARNo. 2020 TVTPM No. 202602201 West Third Street 1 herd & Broadway Mixed Use Development Exhibit T — Hotel Elevations Design Hotel Tower Elevations studioneleven 27 75A-119 EXHIBIT 8 75A-120 cli ......��.. ��■ [_i 1 DBA No. 2020 Ol/SPR No. 2020 Ol/SPR No. 202602/VAR No. 2020 09rPM No. 2020 02201 West Third Street Third & Broadway Mixed -Use Development Exhibit 8 - Mixed -Use Development Rendering Design pmject Vs. studioneleven 34 75A-121 rr r �y �1Fs iT 75A-122 DBH No. 2020L11SPR No. 2020-011SPR No. 202042NAR No. 2020L51TPM No. 202042 201 West Third Street Third & Broadway Mixed Use Development September 10, 20201 Caribou l routines 13rd&Broadway 115150 Exhibit 9-Hotel Rendering studioneleven 35 75A-123 DBH No. 2020411SPR No. 2020411SPR No. 2020-02NAR No. 2020451TPM No. 202042 201 West Third Street Third & Broadway Mixed -Use Development •wS 1•••1 � Street Rendering September 10, 2020 1 caribou Industries 13rd & Broadway 1 15150 studioneleven 36 75A-124 M " 'mm "; v7ww� 75A-1 25 0 BUILDING HEIGHTS ✓ 0-35'-0" O 35' D" - 50'-0" 50'-0" - 100'-0" - 150'-0" - 200'-0" 75A-126 EXHIBIT 9 75A-127 �IIIII111�1 _�_ •�I M� Fev� I�II9I11 .S9W 9 d Fkw C .Nb Rod Dock Pon 5M F m E...t Rod D. h Ple. N.th..se Level Pool Deck Plan DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 9 — Mixed -Use On Site Open Space 75A-128 u 3a0 STaLLT • �nnuu I {. IlLllk� ' C u�- II �JUj�e.d 1, I'll oejr leh •: ,f`el'". ]aD STRGL Hotel ]rd Roo, Conn m Dock a Typical Private Patio Flotol 10th Floor Bar l Lounge Deck plan DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 9 — Hotel On Site Open Space 75A-129 EXHIBIT 10 75A-130 Conformance to Development Parcel 1 Mixed -Use Development Required by the Transit Zoning Code Provided Lined Block Building Type Height (Table DT-1): Approval of a Density Bonus Agreement Concession 1 1. Minimum - 2 stories Required per California Government Code Section 2. Maximum - 10 Stories 65915 d 2 B ; 16 Stories Parking Driveway Width (Table DT-5): Complies, 2-Way Driveways: 20'0" 2-Way Driveway: 20'0" minimum and 25'0" maximum. Parking (Table DT-6): Approval of a Density Bonus Agreement Parking per 1. Standard: 2 stalls per unit minimum and 0.15 stalls per California Government Code Section 65915(p)(1); unit guest, and 1/400 square feet of commercial space. Residential: 196 stalls (Per Affordable Housing Plan, State o Requires (402 total): 342 residential space, 26 of Califomia Government Code Section 65915(p)(1): guest spaces and 34 commercial parking 0 Studio to 1 bedroom — 1 stall spaces required • 2 to 3 bedrooms — 2 stalls Commercial: 0 Stalls (1/400 sf) • Per Parking Management Plan, up to 318 onsite parking spaces may be provided with valet service (1.85 per unit onsite parking ratio) • Per Parking Management Plan, up to 50 additional parking spaces available offsite (2.15 per unit parking ratio Setbacks (Table DT-2): Complies; never more than 10'9' maximum. 1. Front Yard — 0'0" min, 0'0" max 2. Street Side — 0'0" min, 10'0" max 3. Side Yard — 0'0" min, no max 4. Rear Yard — 15'0" min, no max 5. Alley Yard — 3'0" min no max Frontage Type (Table DT-4): Complies; 1. Arcade — Min 50% of Frontage Broadway: 100% Shopfront 2. Gallery — Min 50% of Frontage 3rd Street: 100% Shopfront 3. Shopfront — Min 75% of Frontage Sycamore Street: 100% Shopfront 4. Forecourt — Max 50% of Frontage (remainder of frontage per permitted types) 5. Stoop — Max 50% of Frontage Building Types Allowed (Table BT-1): Complies; Lined Block Flex Block, Lined Block, Stacked Dwellings, Courtyard Housing, Live -Work, Tuck Under Lined Block Width and Depth (Table BT-1): Complies; Width — Min 125'0" and Max 300'0" 1. Width — 276'0" Depth —Minimum 100'0" 2. Depth — 145'0" Lined Block Access Standards (Sec. 41-2023): Complies; All requirements met and shown in plan sheets- 1 - The main entrance to each ground floor shall be directly from the street. 2. Entrance to residential portions of the building shall be through a dedicated street level lobby, or through a dedicated podium lobby accessible from the street of through a side yard. 3. Access to each unit above the second level, not accessed through a podium, shall be through an interior corridor of at least 6'0" with recessed doors or seating alcovesloffsets at least every 100'0". 4. Each level of the building shall have access to the garage via an elevator. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development 7v5A-131 Required by the Transit Zoning Code Provided Lined Block Parking Standards (Sec. 41-2023): Complies; The building provides parking via an 1. All parking shall be in an underground or above- underground and above -ground garage. All dwellings will ground garage, tuck under parking, or combination have indirect access to parking stalls- thereof- 2- Dwellings shall have indirect access to their parking stall(s)- Lined Block Open Space Standards (Sec. 41-2023): Approval of a Density Bonus Agreement per California 1. The common open space shall be designated as a Government Code Section 65915(e)(1); courtyard, or in the front as a forecourt. This area shall be equal to 15% of the lot and shall be open to 1. Required (Common + Private): 13,567SF the sky. Provided (Common + Private): 18,208 SF 2. Minimum courtyard width of 20'0" when running EW 2_ Complies with dimensions and 15'0" when running NS. 3. Complies with dimensions 3. 20'0" wide courts only permit architectural projections 4. 55 units do not have private open space and the on two opposing sides. minimum dimension if 5' in some directions. 4. Private open space for each dwelling unit and no less 5. See #1 above than 50 SF and not less than 6'0" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 15'0" in each direction. Lined Block Landscape Standards (Sec. 41-2023): 1. N/A 1. If a front yard is present, one 24" box tree per 25'0" 2. Plan check lineal feet shall be provided. 3. Complies 2. Six (6) 5-gallon shrubs and ten (10) 1-gallon size 4. N/A shrubs or ground cover per required tree. 5. Plan check 3. Courtyards located above garages shall avoid the 6. N/A sensation of forced podium hardscape. 7. N/A 4. Trees in the front yard may not exceed 12-15' in height at maturity and must be suitable for built in concrete planters or containers with a 36-inch width. 5. One 36" box tree is required per courtyard that meets the minimum dimensions. For courtyards that exceed minimum dimensions, two or more 24-inch box small size trees may be substituted. 6. If a rear yard is present, at least one (1) 36" box tree per 30'0" lineal feet shall be planted. 7. If a side yard is present, at least one (1) 24" box tree per 30'0" lineal feet shall be provided - Lined Block Frontage Standards (Sec. 41-2023): All requirements met and shown in plan sheets. Entry door oriented to street/courtyard when fronting to one. Service rooms -oriented backing to corridors. Lined Block Building Size and Massing Standards Approval of a Density Bonus Agreement Concession 2 (Sec. 41-2023): Required per California Government Code Section 1-4 (Standards Noted and Met) 65915(d)(2)(B); 5. Max Ratios of each Story: a.Ground Floor — 100% Building Max Ratios: 14 Complies b. Level 2 — 100% c. Level 3-5 — 85% a. Ground Floor — 99% d.Level 6+-85% b. Level2-99% c. Level 3 — 94% d. Levels 4- 16 — 50 to 85% DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development 7 JA-132 Conformance to Development Parcel 2 Hotel Development Required by the Transit Zoning Code Provided Flex Block Building Type Height (Table DT-1): Complies, 10 Stories 1. Minimum - 2 stories 2. Maximum - 10 Stories Parking Driveway Width (Table DT-5): Complies; 2-Way Driveway: Project's driveway 23'6" and 1-Way Driveway: 8'0" minimum and 12'0" maximum 1-Way Driveway 12' 2-Way Driveway: 20'0" minimum and 25'0" maximum. Parking (Table DT-6): Variance Required to provided parking per SAMC 1. Standard: 1/400 square feet of commercial space. Section 41-1344 Hotels and Motels. 1 space per guest 0 158 parking spaces required room, plus 1 space for each 10 rooms and use of mechanical stacker system; o 83 spaces provided via 4 ADA spaces, 42 mechanical stacker spaces and 37 reserved valet parking spaces within mixed -use parking structure Setbacks (Table DT-2): Complies; nevermore than 10'0" maximum- 1 - Front Yard — 0'0" min, 0'0" max 2. Street Side — 0'0" min, 10'0" max 3. Side Yard — 0'0" min, no max 4. Rear Yard — 15'0" min, no max 5. Alley Yard — 3'0" min, no max Frontage Type (Table DT-4): Complies; 1. Arcade — Min 50% of Frontage 3rd Street: 100% Shopfront 2. Gallery — Min 50% of Frontage Sycamore Street: 100% Shopfront 3. Shopfront — Min 75% of Frontage 4. Forecourt — Max 50% of Frontage (remainder of frontage per permitted types) 5. Stoop — Max 50% of Frontage Building Types Allowed (Table BT-1): Complies; Flex Block Flex Block, Lined Block, Stacked Dwellings, Courtyard Housing, Live -Work, Tuck Under Flex Block Width and Depth (Table BT-1): Complies; Width — Min 75'0" and Max 1. Width — 1560" Depth —Minimum 100'0" 2. Depth — 145'0" Flex Block Access Standards (Sec. 41-2022): Complies; All requirements met and shown in plan sheets. 1. The main entrance to each ground floor shall be directly from the street. 2. Entrance to residential portions of the building shall be through a dedicated street level lobby, or through a dedicated podium lobby accessible from the street of through a side yard- 3- Access to each unit above the second level, not accessed through a podium, shall be through an interior corridor of at least 6'0" with recessed doors or seating alcoves/offsets at least every 100'0". 4. Each level of the building shall have access to the garage via an elevator. Flex Block Parking Standards (Sec. 41-2022): Complies; The building provides parking via an 1. Required parking shall be accommodated in an underground and above -ground garage. All dwellings will underground garage, surface parking, tuck under have indirect access to parking stalls - parking, or a combination thereof. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development UUi75A 1' 3 Required by the Transit Zoning Code Provided 2. Dwellings shall have indirect access to their parking stalls . Flex Block Open Space Standards (Sec. 41-2022): 1. Required (Common): 5,609 SF 1. The common open space shall be designed as a Provided: 10,367 SF courtyard, or in the front as a forecourt. This area shall be equal to 15 percent of the lot and shall be open to Complies All requirements met and shown in plan sheets. the sky. Courtyards may be located on the ground or on a podium. Side yards may also be formed to provide outdoor patios connected to ground floor commercial uses to serve as additional open space. 2. Minimum courtyard width of 40'0" when running EW and 30'0" when running NS. 3. 40'0" wide courts only permit architectural projections on two opposing sides. 4. Private open space for each dwelling unit and no less than 50 SF and not less than 60" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 15'0" in each direction. Flex Block Landscape Standards (Sec. 41-2022): 1. N/A 1. If a rear yard is present, one 36" box tree per 30'0" 2. Plan check lineal feet shall be provided. 3. Complies 2. Courtyards located over garages shall be designed to 4. N/A avoid the sensation of forced podium hardscape. 5. Plan check 3. Sideyard trees shall be placed to create a particular 6. N/A sense of place at a rate of one (1) 24-inch box tree per 7. N/A 30 lineal feet 4. If a front yard is present, at least one (1) 24-inch box tree per 25 lineal feet shall be planted. The trees may be placed in groups in order to achieve a particular design- 5- One 36" box tree is required per courtyard that meets the minimum dimensions. For courtyards that exceed minimum dimensions, two or more 24-inch box small size trees may be substituted. 6. Six (6) 5-gallon sized shrubs, ten (10) one -gallon size herbaceous perennials/shrubs and turf or acceptable dry climate ground covershall be planted for every required tree- 7- If a rear yard is present, at least one (1) 36" box tree per 30'0" lineal feet shall be planted - Flex Block Frontage Standards (Sec. 41-2022): All requirements met and shown in plan sheets. Entry door oriented to street/courtyard when fronting to one. Service rooms -oriented backing to corridors. Building Size and Massing Standards (Sec. 41-2022): Building Max Ratios- 1-4 (Standards Noted and Met) 1-4 Complies 6. Max Ratios of each Story: a. Ground Floor — 95% a.GroundFloor —100% b. Level2-98% b. Level 2 — 100% c. Level 3 to 10 35 to 61 % c. Level 3-5 — 85% d. Level 6 + — 85% DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development 5 7Ab1 �4 EXHIBIT 11 75A-135 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Free Recording pursuant to Government Code 27383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement"), made and entered into this day of 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Caribou Industries, Inc., a Nevada corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. The City owns that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 201 West 3`d Street, Santa Ana, California, 92701, and legally described as set forth in Exhibit A attached hereto and incorporated herein by this reference as if set forth in full ("Property"). B. Based on the reasons identified in the Disposition and Development Agreement between the Parties, the City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project as defined herein. C. Developer is proposing to construct a mixed use commercial and residential development consisting of one -hundred and seventy-one (171) residential rental units and 13,419 square feet of commercial space on the Property, in addition to a parking structure and hotel, as more particularly set forth in Density Bonus Application No. 2020-01 and Site Plan Review No.2020-01 ("Project"). D. Santa Ana Municipal Code sections 41-1500, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 55915, et seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities and/or incentives, concessions, or waivers to property owners or developers who guarantee that a portion of their residential development will be available to tow income, very -low income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities for very -low income, low income and senior households throughout the city. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 11 ,.pprtkity.Bq�s Agreement E. The Project is proposing a total number of one -hundred and seventy-one (171) residential units, including eleven (11) percent (nineteen (19) units) for very -low income households. Accordingly, the Developer is able to seek an onsite parking standards incentive, concessions and waivers pursuant to the California Government Code because the Project will include onsite affordable units. Specifically, pursuant to California Government Code section 65915(p)(1), the Developer is seeking a reduction to provide onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, a concession for open space, and a concession for massing pursuant to California Government Code section 65915(d)(1), as well as waivers for building height and floor area pursuant to California Government Code Section 65915(e)(1) . F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Government Code section 65915(p), the City has determined to grant Developer's application for density bonus and related onsite parking standards incentive, two concessions and waivers. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving the density bonus incentive set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for fancily size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). . 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terns of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance for utilities paid by the household using the Santa Ana housing Authority Multi -Family Housing Utility AIlowance Schedule, and shall be updated no less than annually. 75A-137 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very -low income tenants. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means nineteen (19) units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units for Very -Low Income Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. L L5 "Agreement" means this Density Bonus Housing Agreement. 1.1,6 "Base Units" means the one hundred and twenty-seven (127) Units that Developer would be authorized to develop on the Property without application of the State Density Bonus Law. 1.1.7 "City" means the City of Santa Ana, California 1.1.8 "City Council" means the City Council of the City of Santa Ana. 1.1.9 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1,10 "City Manager" means the City Manager for the City of Santa Ana. 1.1.11 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.12 "Density Bonus Housing Agreement Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.13 "Density Bonus Units" means the forty-four (44) Units in addition to the Base Units that Developer shall develop pursuant to the terms and conditions of this Agreement, of which Developer would not be entitled to develop without providing the Affordable Units. Pursuant to density allowance in the State Density Bonus Law, Developer would be allowed up to forty-five (45) Density Bonus Units, but has elected to utilize forty-four (44) Density Bonus Units pursuant to the plans submitted by Developer. 1.1.14 "Developer" means Caribou Industries, Inc., a Nevada corporation, and its permitted successors and assigns to all or any part of the Property. 75A-138 1.1.15 "Effective Date" means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to section 4.1 herein. 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very -low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very -low income households. 1.1.17 "Household" means all persons residing in a Unit 1.1.18 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.19 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and Iand and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.20 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.21 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1..22 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.23 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.24 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction. 1.1.25 "Very -Low Income Tenant' means persons and families whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 75A-139 1.21 Exhibit A — Legal Description of the Property 1.2.2 Exhibit B — Tenant Verification 1.2.3 Exhibit C — Annual Tenant Recertification 1.2.4 Exhibit D — Annual Rental Housing Compliance Report 1.2.5 Exhibit E — Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F — Parking Management Plan 1.2.7 Exhibit G — Map of Location of Initial Affordable Units 1.2.8 Exhibit H— Density Bonus Setup Fee 2. DEVELOPMENT OF THE PROPERTY 2.1 Proiect. Developer shall develop, operate, and maintain the Property as a one - hundred and severtt -one 171 Unit mixed use commercial and residential development, with nineteen (19) Affordable Units for Very -Low Income Tenants. 2.2 Density Bonus. The Project shall have one -hundred and seventy-one 171 Units, including nineteen 19 Affordable Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is utilizing a thirty-five percent (35%) density bonus increase provided by the State Density Bonus Law (127 Base Units x 35% = 45 State Density Bonus Units) for a total of 171 units. Although Developer has a right to construct up to forty-five (45) State Density Bonus Units on the Property, Developer has elected to construct or develop, or otherwise claim a right to construct or develop, no more than forty-four (44) State Density Bonus Units on the Property. 2.3 Development Concessions Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Agreement No. 2020-01 for the Project: 2.3.1 The onsite parking standards for the Project shall be reduced from 2.15 parking spaces per unit to 1.15 spaces per unit pursuant to California Government Code sections 65915(p)(1), which provides onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, for a total of 196 onsite parking spaces for the Project. 2.3.2 The General Plan Land Use Element Downtown District Center floor area ratio maximum of 3.0 shall be waived in accordance with Government Code Section 65915(e)(1), as such a maximum floor area for the development site of 4.2 with floor area as defined by California Government Code Section 65917.2(a)(2) shall be permitted for the development site. 75A-140 2.3.3 The Santa Ana Municipal Code Section 41-2011(a) Lined Block Building Type 10-story maximum development standard for this Project shall be waived in accordance with Government Code Section 65915(e)(1), as such sixteen stories shall be a permitted for the Project. 23.4 The Santa Ana Municipal Code Section 41-2023(f) Open Space development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the common open space shall be provided as roof decks on various building levels for the Project. 2.3.5 The Santa Ana Municipal Code Section 41-2023(i) Massing development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the massing ratio for level three shall be permitted at 94 percent for the Project. 2.4 No Further Concessions, Incentives, or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3 above fully satisfies any duty City may have under the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any development incentive or to waive any building, zoning, or other requirement in return for providing Affordable Units. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to any state, federal, or local law, rule, or regulation applicable to the Project. 2.5 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than one -hundred and fifty-two (152) Unrestricted Units comprised of eighty-five (85) studio units, forty-five (45) one -bedroom units and twenty-two (22) two -bedroom units. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units, The Project, for purposes of this Agreement, shall have no less than nineteen (19) Units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6). 2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units. 2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, 75A-141 state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City shall have the option to declare this Agreement null and void in its sole discretion. 2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. 2.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. 2.11 Mechanic's Liens• indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. AFFORDABILITY 3,1 Total AffordabilitTerm. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on 75A-142 the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. 3.2 Memorializing Commencement of Total Affordability Term. Developer shall keep detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. 3.3.1 Very -Low Income Tenants. Developer covenants that no less than nineteen Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Very -Low Income Tenants, at a rent that does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD, including an allowance for utilities. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment ofDensity Bonus Setup Fee and Recording ofDocuments. The Developer must pay the Density Bonus Setup Fee in the amount of fifty-six thousand six hundred ninety- seven dollars and twelve cents ($56,697.12) prior to the issuance of building permits for the Project, The amount of the Density Bonus Setup Fee is based on the calculation attached herewith as Exhibit H and incorporated herein by this reference. After the payment of the Density Bonus Setup Fee, but before issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Term. 75A-143 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all one -hundred and seventy-one (171) apartment Units in the Project. The units shall be evenly distributed among all levels of the project in the one building that comprises the Project. The location of the first nineteen (19) Affordable Units to be occupied is attached herewith as Exhibit G and incorporated herein by reference. Any future changes in the distribution of the Affordable Units requires prior written approval from the City Housing Division. 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiting list for the appropriate -sized unit and be eligible for transfer when an appropriate -sized unit becomes available. The household will be placed on the waiting list for up to one -hundred and eighty (180) days. I£ an appropriate - sized unit does not become available during the 180 days, the Developer will have grounds to terminate that household's lease. If the household refuses to transfer to an appropriate -sized unit then the Developer will also have grounds to terminate that household's lease. 4.4.1 Written Notification. Developer shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for up to one -hundred and eighty (180) days; the expiration date of the wasting list; and the terms for terminating the lease. A written status update will be provided to the household at one - hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 4.5 Use of the Property. All uses conducted on the Property, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an apartment complex and none of the Affordable Units in the Project shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.6 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. 4.7 Marketine and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. 75A-144 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project ("Marketing Program"). The leasing of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval, which approval shall not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing of the Housing Units. 4,7,1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a rental lease agreement ("Lease Agreement"). All Lease Agreements must 1) identify the names and ages of all members of the bousehold who will occupy the Affordable Unit; and 2) state that the Household's right to occupy the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for family size appropriate to the unit, as periodically published by HCD. All Lease Agreements must be consistent with the terms contained in this Density Bonus Agreement. 4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the following provisions: (a) Agreement to be Sued. Agreement by the tenant to be sued, to admit to guilt, or to a judgment in favor of the Developer in a lawsuit brought in connection with the lease; (b) Treatment of Property. Agreement by tenant that the Developer may take, hold, or sell personal property of household members without notice to tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The Developer may dispose of this personal property in accordance with State law; (c) Excusing Developer of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the Developer may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 10 75A-145 (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial by jury; (g) Waiver of Right to Appeal Court Decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection for the Affordable Units shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in leasing the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Sousing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.9.3 All applicants will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.9.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit Ware an Eligible Household and otherwise meet(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or 11 75A-146 (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.10.1 Gross Household Income. Gross household income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report ("Annual Compliance Report") shall be sent to the City in substantially the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.10.3 Continued Income Oualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously eligible tenant's gross household income exceeds the Median Income for the Affordable Unit, the pertinent actions from the following list must be taken: (a) The Developer may offer to rent the unit to the previously, but no longer, Eligible Household as an Unrestricted Unit without any limitations on rental rates. In that case, the Developer must then make available for rent to an Eligible Household another unit within the Project that meets the size and location requirements for Affordable Units under this Density Bonus Agreement. If there are no vacant units meeting those requirements, then the next available unit within the Project which does meet those requirements must be rented to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 4.11 Monitoring and Recordkeeoing. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. Developer agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Developer's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units, not to exceed monitoring costs for up to nineteen (19) Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of 12 75A-147 above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Units available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5) years after creation of each such record. Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Notice of Affordability Restrictions on Transfer of Property. In the event Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on Transfer of the Property as contained herein (Exhibit E). The sale or transfer of the Property shall not be effective unless and until the City and the transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Developer to the transferee. 4.13 [Intentionally Reserved] 4,14 Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the energy efficiency of the project, Developer agrees to consult with the project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures. Prior to the meeting, the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials, methods, and amenities. 4.15 Onsite Property Manage . The Project shall have 24-hour on -site Property Management services and personnel. Up-to-date 24-hour contact information for the on -site personnel shall be provided to the following City agencies on an ongoing basis: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.16 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to 13 75A-148 issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.17 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain approval from the PBA that the CFH Plan meets the requirements of this Subsection 4,17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP"), attached herewith as Exhibit F and incorporated herein by reference, which indicates that, if needed, valet service for on -site vehicle stacking for the entire parking structure could create an additional 122 parking spaces, raising the total onsite residential parking spaces from 196 to 318 and raising the total parking supply in the parking structure from 490 to 612 spaces. In addition, the PMP indicates that an additional 50 offsite parking spaces at a nearby City -owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times. Additionally, the City may enforce the provisions of the PMP against the Developer in the City's sole discretion. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Term. The term of this Agreement ('Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years after the City issues the last certificate of occupancy for the building in which the Affordable Units are located. 7. DEFAULT AND TERMINATION: INDEMNIFICATION 7.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days alter receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 14 75A-149 7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees. ASSIGNMENT,• COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2 below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, without City's prior written approval, which shall not be unreasonably withheld ("Permitted Transfer"). In connection with Permitted Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) in a form approved by City and executed by Developer and its transferee/assignee pursuant to which Developer's transferee/assignee, assumes all of Developer's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred. Any request for transfer or assignment of the Agreement by Developer shall require the payment of fees or a deposit to compensate the City for approximate expenses incurred by Developer to City, as applicable, for the City's review of the request. Upon the delivery of the assignment and assumption agreement as provided for above for a Permitted Transfer, or in the event of a sale of the Property as provided for in Section 8.1.1, Developer shall be released from any future obligations under this Agreement. 8.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 15 75A-150 of this Agreement for a term of fifty-five (55) consecutive years commencing upon the date of issuance of the last certificate of occupancy for the Project. 8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 9.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall nun with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468, Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 9. MISCELLANEOUS 9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the density bonus of the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be 16 75A-151 admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 9.3 Notices. 9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 9.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or 17 75A-152 representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 9.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 9.8 Joint and Several Obligations- If at anytime during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 9.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 9.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 9.12 Non -Discrimination. In performing its obligations under this Agreement, Developer 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 related 18 75A-153 activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 9.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Parry of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 9.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this 19 75A-154 Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 9.21 F-stol2ycl Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 9.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the Term of the Density Bonus Housing Agreement, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants 20 75A-155 and represents that he or she/they has/haye the authority to bind the Party to the performance of its obligations hereunder. (Signatures on followngpage) 21 75A-156 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Dcvelopment Agency CITY OF SANTA ANA Kristine Ridge City Manager 22 NC. 75A-157 EXHIBIT 12 75A-158 September 9, 2020 Mr. Michael F. Harrah Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 SUBJECT: 3RD & BROADWAY PARKING ASSESSMENT (REVISED) Dear Mr. Michael F. Harrah: Urban Crossroads, Inc. is pleased to provide the following Parking Assessment for the 3rd & Broadway (Project) located on the northeast corner of 31d Street and Broadway in the City of Santa Ana. The Project is proposed to include the development of up to 171 residential units, a 75-room hotel, and 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. Of the residential units 19 (eleven percent) will be reserved for very low-income households for a period of 55 years, therefore the parking ratios for affordable housing specified in California Government Code Section 65915 are applicable. To demonstrate that adequate parking supply exists for Project, this parking assessment provides a review of the parking requirements and estimates the peak parking demands for the Project land uses. A total of 279 parking spaces are dedicated to the mixed -use development (residential) and hotel as shown in Exhibit A. In addition, this Parking Assessment was be developed to support an Addendum to the certified Transit Zoning Code (TZC) programmatic Environmental Impact Report (EIR). The 3rd & Broadway Project location is shown on Exhibit B. Consistent with statewide mandates (see AB 32, SB 375, SB 743) and SCAG's 2016-2040 RTP/SCS to place increased density near major transportation and employment center, the Proposed Project would introduce a diverse mix of land uses; places residents in the immediate vicinity of County and City governmental offices, shops, restaurants, bars, local art scenes, parks; and would be within walking distance to several major public transit opportunities. PROXIMITY TO PEDESTRIAN RESOURCES Pedestrian circulation would be provided via existing public sidewalks along Main Street, 3`d Street, 4th Street, and Broadway Avenue within the vicinity of the project frontage, which will connect to the Project site. The project will protect the existing sidewalk along project frontage, and if necessary, repair or reconstruct sidewalks along the project frontage per the City's request. The existing sidewalk system within the project vicinity provides direct connectivity throughout Downtown Santa Ana, inclusive of the Santa Ana Metrolink Station located on Santa Ana Boulevard east of Santiago Street, as well as the City's public parking structures located to the east and west of the subject property along 5th Street. From the project site, it would take approximately 20 minutes to walk to the Santa Ana Metrolink Station that is 1 mile from the site. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/ TPM No. 2020-02 201 West Third Street Third & Broadway Mixellsg De ment Exhibit 12 - Parking Analysi =� ment Plan PROXIMITY TO PUBLIC TRANSIT Bus routes serving the Project area within %-mile of the Project's location include OCTA routes 19, 53, 55, 64, 83, 145, 206, 462 and 757 as shown on Exhibit C. These routes provide connections to several areas countywide. In addition, the project site is about one mile from the Santa Ana Regional Transportation Station, which is served by regional trains including Amtrak and Metrolink, and bus lines such as Greyhound and several OCTA bus routes. The Project would be within walking distance of the planned OC Streetcar, expected to be in operation in 2022 as shown on Exhibit D. The Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency service interval of 15 minutes or less during the morning and afternoon peakcommute periods (PRC §21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 11t Street). The Project site and adjacent bus stops are shown on Exhibit E. PROXIMITY TO BICYCLE FACILITIES The City of Santa Ana promotes bicycling as a means of mobility and a way in which to improve the quality of life within its community. The Bikeway Master Plan recognizes the needs of bicycle users and aims to create a complete and safe bicycle network throughout the City. Currently, not many bicycle facilities exist in the study area, with the exception of a Class II bike lane along Civic Center Drive, between Flower Street and Broadway. However, review of Exhibit F which presents the City's Bikeway Master Plan, shows that bicycle lanes are proposed to be built throughout the study area. As shown in Exhibit F, Class II bike lanes are proposed to be integrated along Civic Center Drive, Santa Ana Boulevard, and Main Street. 75A-160 EXHIBIT A: 3RD & BROADWAY BUILDING DESIGN SITE PLAN PLAN NOTES PROPOSED PAFO9NG SPACES PER LEVEL LEVELS PUBLIC HOTEL RESIDENTLAL Level P1 106 9 Lev L3 46 Levd2 39 Le L3 39 Levd4 27 12 LeveL5 0 17 43 Lev L6 59 Levd7 56 L.48 I i 38 TOTAL 211 SPACES 63 SPACES 196SPACES BIKE PARKING REQUIRED PROPOSED PUBLIC 35PACES 17SPACES RESIBENTAL 16 SPACES 16SPACES 75A-161 EXHIBIT B: 3RD & BROADWAY BUILDING LOCATION MAP 75A-162 EXHIBIT C: OCTA ROUTE MAP AND PROJECT LOCATION 75A-163 EXHIBIT D: THE PROJECT SITE IN RELATION TO THE OC STREETCAR ROUTE I I I I I w SUwtolinkFacific Nline m� Anpe 1 ORANGE COUNTY SCHOOL OF THE ARTS . (OCSA) ACADEMY ran • CARVER ELEMENTARY SCHOOL -- 6ARFlELD ELEMENTARY SCHOOL Ar_ vftNnARwm MAINTENANCE AID • STW STORAGEFACY)TY(MY) • WGIOWIGR PoIENIIFL MURE SiGP ONE-WAYTRAVEL MelrafnWPacAE �j�!�!.TI CMCCENTER DISTRICT GUTflireTro San olgo tlV] T-RANTHSAPo—PTRl�O1CFUHTFA = STATIONDISTRKT IIN11 LOSSAN RAIL CORRIDOR COWNTOWN _ COM4RCwLOLSTA" l PROIEti SITE 75A-164 EXHIBIT E: PROJECT SITE AND NEARBY Bus STOP _ rd l n �•a , � I I _w _. z � a•. E*41h St W Washlr§Inn AvE - z k✓ti y E Washmlun A're E WasNnglon Ave'" L1nle St E 121h 51 A Count z County o Ave Haks'rvodM1 St SW �A° e•. � 2 Q m Am Eft IM1 St rr uwf £ L.q3 Z - ib•I yt 'W 101hS = ftOth Sl Gr a z m' M1Z Aer J� S FV ,cam 0 H 'tl: Greyha une 3 m L,In ilk Sanca .vw 2 - V .A y i y vre Ce nle r p. YV E P 8[M1 SI OS mv¢C qte: Ll: SantaAna - LSvnb Am%Y'6 ZE51h SI E E51h St 4Y 5m 51e i s E50151 •:e Ir ate' �Pubkl kl,, = E51h St spugenn& ® Z NI Jtn St L41h Jl E lrll PFOp rel- :i 11.1 St _ EJrtl 51 m E31E $1 n rt.�©—, ei.M1 Pon .A 5Fl- Marelap Plus E 3nd 51 z E 2m St Z R16 AM ub Txo W.1 s1S1� Ewl .. Fefs4St Mme Eooen dntr't L '8d..:10 5t E M11M sl K.. - SnlaAnu Ihph SMnI Pore St E P, 51 E Pure N W CI ,t,.N Ave,, L C'e WU AYP _4 e tt 2 m ✓� t MYnle 51 f M11Ptk 51 W Cam1k 51 Legend G1 Bus Stops Project Site 75A-165 EXHIBIT F: PROJECT SITE AND NEARBY BIKE PATHS SIKEWAY MASTER PLAN f yUxwP_ar.. --- Ealstirog .....Adopted --Potential tF Santa Ana Rivet Rest StopExisting .....AdoptedPotential wLnV[q xux 5� Existing ... Adopted — —Potential GLI nn � WRDENCWOYF �I�.. �7 Routes to Adjacent Cities '� wcmr unEyyat' v.Iriin.L� $an4al) � �- 4. r H� MINST. Ah iI• yy~ s Wf]fM SL} ?. p HIS�F➢0.�N. 9 STu tiT a - Legend I Project Site 0 0s 0s �'. W FN ST ........ vwTA nrcnxvc' €anizT WAW 9 ,y l ILINJI IL wlu s L4'.ucclV u.mf aI I i y� �5' �JINiE%ML b 1 ...• � LF911K£RAVE._.. .y� 9 Si�kMEWSPL �L•IEwMftFi AENkWY xo '�' LiLGFJ C V LJNJIN( F.Vi } 75A-166 CALIFORNIA GOVERNMENT CODE SECTION 65915 — RESIDENTIAL PARKING The California Government Code Section 65915 (p)(1) identifies parking requirements as follows: one (1) on -site parking space for each 0-1 bedroom unit, two (2) on -site parking spaces for each 2 bedroom unit. As such, the parking requirements for the residential portion of the Project are calculated as follows: • 95 — Studio Units x 1 on -site parking space = 95 parking spaces required. • 51-1 Bedroom Units x 1 on -site parking space = 51 parking spaces required. • 25 — 2 Bedroom Units x 2 on -site parking spaces = 50 parking spaces required. As identified, 196 parking spaces are required pursuant to the California Government Code Section (p)(1)• SANTA ANA TRANSIT ZONING CODE- RESIDENTIAL PARKING The Santa Ana transit zoning code requires 2 spaces/unit for studios, 1-bedroom apartments, 2-bedroom apartments, and 3-bedroom apartments. Additionally, 0.15 spaces/unit must be provided for guest parking. Therefore, for the Project, 368 parking spaces are required for a total parking ratio of 2.15 which is calculated by dividing the spaces required by the number of units, or 368 spots /171 units for the Project as shown on Table 1. Comparing this parking requirement against a proposed parking supply of 196 parking spaces results in a parking deficit of 172 spaces. Parking space requirements per multiple cities and jurisdictions based on the unit count for the Project are listed on Table 1. As shown, the City of Santa Ana's Transit Zoning Code requirements are amongst the most restrictive parking requirements (e.g. require the most parking). 75A-167 DEMAND 1 1` C: C f 75A-168 COMMERCIAL PARKING Pursuant to California Government Code Section 65915(e)(1), the Project is exempt from providing parking spaces for the commercial use. It is anticipated that employees and patrons for the commercial businesses will utilize a portion of the 211 on site public parking stalls. These spaces provide direct access to the commercial uses which if the TZC standards were applied would require 34 spaces. CITY OF SANTA ANA PARKING REQUIREMENTS — HOTEL USE Section 41-1344 of the City of Santa Ana Municipal Code (SAMC) includes an off-street parking rate of one space for each guest room, plus one spaces for each ten rooms. As such, the parking requirements for the hotel portion of the Project are calculated as follows: • 75 rooms x 1 on -site parking space = 75 parking spaces required. • 75 rooms x (1/10) on -site parking space = 7.5 parking spaces required. As identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Although application of the parking requirements set forth in the TZC SAMC Section 41-2011 Non - Residential Uses would require 156 spaces for the hotel, given the mixed -use nature, urban location (it is expected that many patrons would use ride -sharing or public transit), the fact that hotels are not typically 100% occupied, it is appropriate to utilize the SAMC Section 41-1344 Hotel parking in lieu of the TZC parking requirements. Additionally, the SAMC Hotel Parking requirements are commensurate with industry standards for other cities in Orange County. For example: • City of Anaheim has a requirement of 0.8 space per guest room. If this were applied to the Project site, only 60 parking spaces would be required. • City of Costa Mesa has a requirement of 1 space for each 2 rentable units. If this were applied to the Project site, only 38 parking spaces would be required. • City of Buena Park has a requirement of 1 space per guest room. If this were applied to the Project, only 75 parking spaces would be required. As previously identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Lastly, valet parking will be provided for the hotel to utilize the mechanical lifts and reserved stalls in the adjacent mixed -use building, this will further ensure that the hotel parking demand is met. 75A-169 EXISTING PUBLIC PARKING STRUCTURE The Project site is proposed to replace an existing parking structure that includes 438 parking stalls. The Project includes 211 public replacement stalls as part of the Project. 3RD & BROADWAY PARKING SUPPLY Due to the nature of daytime public parking demands and nighttime residential building parking demands, it is expected that many of these spaces may effectively be shared between the public daytime and residential nighttime uses (as needed). Additionally, there are four (4) existing public (owned by the City) and eight (8) private parking lots or structures located in a X mile radius of the Project site, as illustrated on Exhibit G. As such, any public demand can easily be accommodated at these other parking locations. PARKING MANAGEMENT PLAN The following measures are available to the Project to mitigate any parking deficiencies in the event the proposed onsite parking supply is determined to be greater than provided by the Project, as proposed. • PMP Measure 1: Property Owner/Property Management Company shall assign (1) parking space to every residential unit. Additional spaces may be purchased and assigned to any residential unit that requests additional assigned spaces with priority given to two -bedroom units, subject to availability as determined by the Property Owner/Property Management Company. • PMP Measure 2: Upon commencement of any lease for the residential units, the Property Owner/Property Management Company shall provide information on alternative modes of transportation (e.g., a transit map, bus route map, etc.) to promote non -vehicular modes of transportation by future residents. • PMP Measure 3: If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall provide on -site valet service for the entire structure. Appendix A presents a conceptual valet plan which illustrates up to an additional 122 spaces could be accommodated, if needed. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well -established valet operations company such as ABC Valet, PPS Parking, and Elite Valet Services. • PMP Measure 4: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures, that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near -by public parking structure via the agreement that the Property 75A-170 Owner/Property Management Company established with the City Community Development Agency. To facilitate this PMP measure, the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the City Community Development Agency, the Property Owner/Property Management Company would secure up to 50 spaces for residents of the Project as part of the agreement, which would allowthe Project residents to access the designated parking structure(s) 24-hours a day seven (7) days a week. Although the mixed -used Project includes 211 public replacement stalls which could be used to meet potential parking demands, additional off -site parking structures are illustrated on Exhibit G, these structures/lots are within a mile of the Project site (e.g. within walking distance). Based on information provided bythe City, there are 1,159 total spaces available at the aforementioned off -site public structures (400 spaces at Lot C, 400 spaces at Lot D, 700 spaces at Lot B, and 59 spaces at Lot 1). • PMP Measure 5: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures that additional parking is needed, the Property Owner/Property Management Company shall restrict on -site parking to only residential tenants. The only exception would be spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers. All retail customers, resident guests, and hotel guests would be required to park in one of the near -by public parking structures or utilize on -street parking. Exhibit G summarizes public and private off -site structures within a mile of the Project site. Based on information provided by the City, there are 1,559 total spaces available at the aforementioned public structures. If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of retail/hotel employees. • PMP Measure 6: The Property Owner/Property Management Company shall enter into a lease with the City for use of up to 34 public parking spaces for commercial tenants, if needed. • PMP Measure 7: The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure the necessary PMP measures are being implemented. Through this monitoring and cooperation with tenants as a result of the quarterly review/monitoring a partnership will be formed to ensure that residential tenants, retail employees, hotel employees, and Management Company personnel on the property work together to ensure adequate parking is available. 75A-171 EXHIBIT G: 3RD & BROADWAY PARKING LOTS/STRUCTURES WITHIN % MILE w z Z CIVIC CENTER 0 g arm' CIVIECENTER _ dNVCffNSEN O i 4 CIVICCENTER P 2 O it3 Arid SANTAANA a SANTA ANA NSANTAA -6TH —I +n z L-0 1 i]i 5 SNN ri 4TH r, ALLEY -. 3RD r Q2ND N e i b xmm.,u r r I W zi ALLEY Q - WALNUT a.. r 3 o Z e ALLEY Q y y O ALLEY m ¢ PINE ¢ PINE ALLEY n, ALLEY Legend ,Project Site Parking Lots Private Public Q Quarter Mile Radius 75A-172 Table 2 provides a summary of the Project's residential parking supply ratio with implementation of the above -recommended PMP measures. A review of RowA of Table 2 shows that the Project's parking ratio calculates to 1.15 spaces/unit (196 spaces _ 171 units). With implementation of PMP measure No. 3, which would be attained by providing valet parking for the entire parking structure (122 spaces), the Project's parking supply ratio would increase to 1.86 spaces/unit (318 spaces _ 196 units) as shown on Row B of Table 2. With implement of PMP measure No. 4 (in addition to PMP No. 3) which would be attained by leasing up to 50 off -site parking spaces within the City -owned parking structure, the Project's parking supply ratio would increase to 2.15 spaces/unit (368 spaces _ 196 units) as shown on Row C of Table 2. This analysis demonstrates that the Project is providing adequate parking supply (a total of 279 spaces for the Residential and Hotel Use). The inclusion of 196 parking spots for the Residential use satisfies the requirements of the California Government Code Section 65915 (p)(1) and the inclusion of 83 parking spaces satisfies the requirements of section 41-1344 of the City of Santa Ana Municipal Code (SAMC). While such an action is not required, applicable PMPs have been identified which would allow the Project to attain the 2.15 blended parking ratio required bythe Santa Ana Transit Zoning Code, if it were applied. These findings are consistent with the less than significant findings in the TZC EIR (Long-term cumulative development under the implementation of this Transit Zoning Code would not result in inadequate parking capacity). If you have any questions, please contact me at (949) 660-1994. Respectfully submitted, URBAN CROSSROADS, INC. Haseeb Qureshi Associate Principal 75A-173 TABLE 2: PROJECT PARKING SUMMARY— PARKING SUPPLY RATIOS Use Quantity Parking Rate Required Parking spaces Residential 171 units 95 Studio Units x 1 space 95 51 One -Bedroom Units x 1 space 51 25 Two -bedroom Units x 2 spaces 50 Parking Requirement 196 Proposed On -site Parking Supply 196 A. Composite Parking supply Ratio (sp/du) 1.15 Proposed On -site Parking Supply+ PMP Measure 3 318 B. Composite Parking supply Ratio (sp/du) 1.86 Proposed On -site Parking Supply+ PMP Measure 3 +PMP Measure 4 368 C. Composite Parking supply Ratio (sp/du) 2.15 75A-174 APPENDIX A: 3RD & BROADWAY CONCEPTUAL VALET LAYOUT 75A-175 studioneleven 3rd &Broadway Valet Parking Sit Caribou Industries Septemeber 09, 2020 udy 75A-176 AL n n n n n n n n n n n n nn n n nn n n � � ,Illll�.i'I�IIIII�yi11�111�111�111�111�11R1119 � ' i .., �IIIIIII .E w " �Iti91... ' Is>.' Rq I[�pl �ilpl pg n� IpIplIhiil' l_I� �I �aF�■�Rim =uAlE VII_, -� o Level 131 27 Valet Stalls 114 Parking Stalls 141 Parking Stalls Total 75A-177 .o Level 2 15 Valet Stalls 39 Parking Stalls 54 Parking Stalls Total 75A-178 SCPLE t/]Y=t 4�� _O Level 3 15 Valet Stalls 39 Parking Stalls 54 Parking Stalls Total 75A-179 I 28 19 18 P �6 15 id 13 12 it 1 6 5 6 3 2 1 vw w — — w E �2 J31 B. R. AREA E BA ve iY i-- on�W Irru LOBBY 1. g� 9 IF IA �`wwaw �iN.44 _ LL LL III AO K12p v o \ \ xm TOTAL P�KNB K — E P (D I - - - - i - -- - - - Level 4 15 Valet Stalls rt 39 Parking Stalls 54 Parking Stalls Total 75A-180 Q SCALE 1130=I= - Level 5 14 Valet Stalls 60 Parking Stalls 74 Parking Stalls Total S...ENNY EVENT SPACE LOBBY 3W1 75A-181 A sua 1130 = I Level 6 14 Valet Stalls 59 Parking Stalls 73 Parking Stalls Total 75A-182 A Level 7 13 Valet Stalls 56 Parking Stalls 69 Parking Stalls Total ITS NIIIIIIII Mill la'�1�6 75A-183 A ScuS 111 =iI Level 8 9 Valet Stalls 38 Parking Stalls 47 Parking Stalls Total 122 Total Valet Stalls All Levels To L 1eF fi HIMM' pllllllll "'�i;� WIN I 75A-184 EXHIBIT 13 75A-185 TENTATIVE PARCEL MAP NO. 2020-159 FOR CONDOMINIUM PURPOSES 3rd & BROADWAY (201 WEST 3rd STREET) Lv wa SANTA ANA, CALIFORNIA - COMMERCIAL LAND USE 8 G o mo-eTMmof VICINT'MAP N PROMISED PARCEL BOL\OAR\ pN11p1A\EII PARISEE RMIN.M. o 4 eIL. _ — — 13 a I r. u andINN_ ^ \00'71 d E �0D1/ 00 s w �Q e e ACCOMMERCIAL LAND USE c o a z \\\A 00\ 00 0000000 na 0,- 0000 0 J o 0 de b tI1. A, SEEN— — — — -.— — — E I ,.....,,.,.... ­A­E.GN1G.- TITLE RKG" EASEMENTS: oa® ....,,.RATE ,... _a,.,..... z BB ABBNBzz .��......�. .m.oa.,...o.m, .®.o......,.... .........,...., B.N. ..d.®a.,... o a„�.,..,.�..®,. PNBBBNAR. REPBRB ..... RN. —GA-1111A. IMS ,..o..e.,o,...,,,..,, ,..,w. ®... .....a..d,,........a. .....do ®.. ...o.o,..do.... o.: . RIN......,.,...,. .....T.....a....— E. TA IAPEA-RN e...,CLACE R q.....o......,...,.o..d,,..,.,�..s.=..,.,..�......I ,. ..P-1.1........-I"..PPEAMP—,.................n...... SAM I mmr .d Al ,a.....®a,.. .. ... i..o�. »..,.....v.... ®,.SEEN .m,..,,m...P jREVISIGNS REFERENCES LENTALPEE PARCEL 9 BROADWAY 3rd 0 SANiAWANA, G 92]d1 ILL Ieven-n�mnP.arP gp PUBLIL,WBNING noENCY P, 75A-186 SECTION.•A-A• e(vue�lc) PFW NI a 6 AFF MA SECTION ^o-0• O� wX 11 ml Ow OOF 1� „N 1� SECTION. "EE" dPL N Rq FAN OF A. sE�TI��u " 4 sFFQQ [ PRGPGSEDDEDNOVTNGN- 75A-187 waLL. 1 �LL SEA SECTION'. "OR REGION'. • �f R,= =1wE NTM ATIC SECTION' ACC" ACLE = CA CA 'EURN ACE SCAM rva D A By a D ,m IL SOnu` _ i fL0 + ra. ueoronmrrcrwr \ G ! urure dry C 1} PARCELr l t t t ct t z z z } C r..rAr,.....fr I 1 m FP �� e• Eeonxvrnvr uewnr.awmuuw -C' ca L_ n8 �_ _LA R.". A i ca w ALI AB1111AIll ARE I mmrvCi.r�wn'a LEVEL a, CA I fREVISIONS REFERENCES lE 3rd PARCEL MAP A sWAY � N3rd & 6ROADWAY sNTT'A T sad; o PUBLIC IS NGENLV am OF SANTA ANA 75A-188 C.E =�EROLE rv,= YUCE,Y � SECTIONPC ,�CwAxE Y1—A �r= SECARN 112.1- :A _j SCAM AN G.' G E G iI �E \ ..rwE.AANN.--.—m-wwo"... r E E E E E E E E E E PAx� �. � I F I , ar - nvwa�arewrw ma 1 5 1 CO L ',mcc ccc ccc', I\ PIPGfLO / \ uoixo rovwmua . 'S,t%HOxE I j rOP� Cry ' � YOPI ELI i qry ' 1 � E v 1 y�-'- mmrvsinvwna LEVEL 2 INIEW I ry lE TAiIYE PARCEL MAP N2 RnY➢-159 f 3rd & BROADWAY ® vm I sN.lAAA AM Cs�dl o m_ PUBLIC WORKS NGENLV am of snrvin nrvn 75A-189 CA A xaLE Nn xaLE Nn LEVEE3 P 75A-190 LA SECTION af� PA-1 I FPLf NLS N3 II� UG SECTIONLNJJ' tVv'Wv'2[ f S 6 1 1 1 I PARCEL z w....,.....® PmcELo Fl11 ..o....w.v..m..w.ea.w,.....o...im�.reo..mwo.�w..w..wu.o.m®.. P..,P.. ®uJ� PAR a., sroa,oc � < n PAR A 1 IlCElElElPl K---OJ IInmr LEVEL4 , ', a�Pry C 9 0 i 3rd & BROA�DT�WAY 9ETdl 0 SANziAWW Gf PUBLIC WORKS AGENCY wiV oP snrvin ANA m... . 75A-191 EXHIBIT 14 75A-192 The 2010 Transit Zoning Code EIR and Technical Appendices are available online at: https://www.santa-ana.orq/transit-zoning-code-environmental-impact-report DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 14 — TZC EIR Link 75A-193 EXHIBIT 15 75A-194 The 2020 Third & Broadway Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and-monthly development-project-reports/3rd-and-0 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 15 — Addendum Link 75A-195 EXHIBIT 16 75A-196 October 9, 2019 Ms. Selena Kelaher City of Santa Ana Building and Planning Division 20 Civic Center Plaza PO Box 1988 (M-20) Santa Ana, CA 92702 Dear Selena, On behalf of the applicant for the proposed project on 3rd and Broadway, mixed use project at 201 3" street, I am submitting the following materials related to our compliance with the Sunshine ordinance requirements for this project: • Notification mailers (English and Spanish) were mailed out on September 13, 2019 to property owners and occupants within a 500' radius of the project site. • Proof of publication of announcement notice bythe Orange County Register on September 23, 2019 • List of property owners and residents within a 500' radius of the project site, radius map and certification by list preparer • Sign -in sheet from the Sunshine Ordinance Community meeting held at Original Mike's Restaurant, 100 S Main Street, Santa Ana CA, at 6:00 pm on October 8, 2019 • Power point presentation shown at the meeting by Tobin White, Architect, Studio 1-11 • Presentation Boards of the project were presented at the meeting. • Meeting Minutes, with questions and responses. I confirm, under the penalty of perjury, that I conducted the aforementioned community meeting as required by the Santa Ana's Sunshine Ordinance, Ordinance No. NS-2843 and the foregoing details and materials enclosed with this transmission are true, accurate and correct to the best of my Knowledge. Dated this 91h day of October 2019 William Paul Beaubea , Architect DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 16 - Sunshine Meeting Minutes 75A-197 Notice of Community Meeting You are invited to attend a community meeting for the proposed project described below: Subject: 31d & Broadway Development Project Property Address: 201 West 3`6 Street, Santa Ana, CA, 92701 Description: The proposed project will create an New Urban Core to the Artist Village Downtown; creating vibrancy with the addition of public parking, retail shops, restaurants, community rooms, 171 residential units, including affordable housing and a 75 guest room hotel with engaging public spaces, and a roof top lounge restaurant. The development is walking distance to the upcoming Streetcar and adjacent to the Artist lofts. Meeting Date: Meeting Time: October8, 2019 6:00 pm — 7:00 pm 92701 If you require assistance with translating, please contact our office no later than 48 hours prior to the meeting so we can arrange fora translator: Caribou Industries Inc Office: 714-543-9484 Email: wbeaubeaux@caribouind.com This notice is being provided pursuant to SAMC 2-1531cj PRESER 75A-198 Aviso de Reunion Comunitaria Usted esta invitado a asistir a una reunion de la comunidad para el proyecto propuesto descrito abajo: Tema: 31d & Broadway Development Project Propiedad Direction: 201 West 3rd Street, Santa Ana, CA, 92701 Descripci6n: El proyecto propuesto creara un nuevo nucleo urbano al artista en el Centro de Ciudad; creando vitalidad con la adiclon de estacionamiento pdblico, tiendas, restaurantes, salones comunitarias, 171 unidades residenciales, Clue incluyen viviendas economicas y un hotel de 75 habitaciones con espacios p6blicos atractivos, y un restaurante lounge en la azotea. El desarrollo estJ a poca distancia de la nueva tranvia y a los lofts de artista. Fecha de la reuni6n: Octubre 8, 2019 Hora: &00 pm ti 7:00 pm Ubicaci6n de la reuni6n: Original Mike's, 100 South Main Street, Santa Ana, CA, 92701 t NOTIFICATION BOUNDARY I r b� •Furjj�� ud41A���.Is I• atx 3RD ST. & BROADWAY DEVELOPMENT PROJE 2e1 W. 3RD ST SANTA ANA. . , , Islr -.. IN l,Nc m wry + — r. — - Si requiere servicios de interpretaciun por favor comuniquese con nuestra oficina con mas 48 horas de anticipation a la reunion Caribou Industries, Inc office: 714-543-4484 Email: wbeaubeauN@caribouind.com m Este av150 se proportion con arreglo al SAMC 2-153 (c) IF FUTURE 75A-199 3ra & Broadway Community Meeting Sign -In Sheet October 8, 2019 Original Mike's Restaurant JInc M e c w i w 3 s ,a,.,, Fe FE -Ik &A �71 A, 47,?- 77 c,l-/? �� �S Fes'MNA RNEEMENEM�M. La 75A-200 tt 3rd & Broadway { Community Meeting -Meeting Minutes aai>ll In�u'►'`15 October 8, 2019 Original Mike's Restaurant 6:00pm- 7:00pm Meeting started at 6:OOpm with a Meet and Greet of Guests and a Sign -in (see attached sign -in sheet). Presentation Boards were on display and guests were invited to browse and enjoy appetizers prior to power point presentation. Rod Gonzales, from Caribou Industries, was present and available for anyone requiring an interpreter. William Beaubeaux, the developer's representative, provided an introduction of the team. Tobin White, Architect, and Alison Bautista of Studio 1-11 provided the power point presentation of the project. Tobin shared the projects high lights, design and requirements. He also stated that is was a process in which we worked closely with the City of Santa Ana planning department and the required parameters. After the presentation, Tobin White opened the floor for a question and answer period. Questions and Answers from the presentation: Q: Concern on the parking, how many stalls are being provided with the Project? A: There will be 196 Residential Parking, 83 Hotel spaces and 211 designated Public Parking. Q: How many parking stalls does the present garage Have? A: Tobin stated he was unaware of the number of stalls the present garage holds; but the city requirement was to provide 211 parking spaces. Someone in the audience said they thought there was 400 spaces presently in the garage. Q: Will Sycamore Street be a promenade or thoroughfare? A: Sycamore will be a thoroughfare, but designed to be pedestrian friendly street with opportunities for potential collapsible bollards for street fairs, farmers markets, etc. Q: How many stories will the hotel be, how many stories will the residential be? 1103 North Broadway, Santa Ana, C75AU21&J714) 543-9484 Fax: (714) 543-9972 A: The hotel will be 10 floors and the residential will be 16 floors. Q: Will all the residential units be apartments? A: yes, all apartments, no condominiums. Q: Were there any circulation studies done? A: Yes, prior to the design process, a traffic and parking study was done. This was a requirement of the City. Q: Did the Developer hire the consultant for the studies? A: The studies were completed by a third party selected by the City of Santa Ana. And the final reports gave the guidelines for the design requirements. Q: What is the timeline of the project? A: Not sure. It depends on the building and Planning process then the construction phase. Once we have approvals from the city, construction will take approximately 2 years. Q: While the project is under construction, will the lost parking be available or shifted? A: This still needs to be determined. Past projects have been done in phases to provide parking while the rest of the project is under construction. This is a discussion that we need to have with the City. Q: What is going to be done to prevent the residential and hotel from taking public parking spaces? A: The hotel will be valet parking; the residential will have a separate controlled entrance for their assigned spaces. The residential guest parking will be a part of the residential parking area. Q: What is the rent rate for the apartments? A: The rent rates have not been established at this time. Q: What is the rent rate for the low-income affordable units? A: This will be established by the City of Santa Ana housing formula. Q: What are residential units going to be? 75A-202 A: There will be a mix of studio, one- and two -bedroom units. There will be a mixed ratio for the low-income units in this mix. Q: Why is the building 16 stories? A: The height of the building was dictated by the required retail on the ground floor, the required parking and ratio of the additional low-income units as well as adjusting the massing and carved out spaces for recreation decks and community spaces. Q: Currently there is validation for third street parking, will this project have validations? A: This will be determined later with the parking management of the garage. There will still be metered parking along third street. Q: Are there any allowances for noise reduction measures for the surrounding buildings? A: Not currently. Q: How many parking stalls are provided for the residential units? A: One stall per unit. This is very common in high rise urban residential developments. Some developments in LA do not have a parking allowance for their residential units. Q: Is the Hotel going to be a boutique type hotel? A: This is to be determined. Presently the size and design of the hotel lends itself to a boutique flag hotel. Q: Is the project financed, self -funded or any public funding allocated for this project? A: We do not have that information currently. The presentation today is to present the design concept. Q: What are the community benefits for the project? A: The city council requested community rooms be provided in the project and they have been added. There is also the potential to close sycamore street for street fairs and farmer market types of events. The concept is to activate to street level for the public and the community. 75A-203 Q: Is there a cultural program provided or investment that would include cultural programs? A: The community rooms would be available for art exhibits or other programs. Q: What is on the roof top? Is there any green space? A: The roof top will have the solar panels. Green space will be provided on multiple levels on different tiers of the project. Q: Artwalk night there are no parking spaces, difficult for people to find spaces. What is the plan to accommodate outside visitors? A: The streetcar should be able to reduce the some required downtown parking as well as possibly better signage to guide people to the several other parking garages in the downtown area. This concern will be discussed with City Planning. Q; What are the amenities for the residential units? A: Several outdoor decks, swimming pool, green areas, storage units, dog runs, and community rooms; more are in the planning stage. Q: Tobin asked, "What would you, the community, like the use of the community space?" A: Group stated, possibly a small theater or performance space. Q; How was the public notified about this project? A: Public notices were sent out to residents and property owners within a 500 foot radius as well as outreach to the surrounding neighborhood association presidents, Notice was posted on the City of Santa Ana web site, public notice was posted on the building, as well as posted in the Orange County Register. Further discussion on the concern of parking and the possibilities on developing existing parking structures to accommodate more downtown parking; something City planning should investigate. Meeting adjourned at 7:05pm, last guest left at 7:14 pm 75A-204 EXHIBIT 5 SUMMARY AND SUBSIDY REPORT Pursuant to Government Code Sections 52201 and 53083 For a Disposition and Development Agreement between the City of Santa Ana and Caribou Industries at 201 W 3rd Street The following Summary Report has been prepared pursuant to California Government Code Sections 52201 and 53083, the City Council of the City of Santa Ana must hold a noticed public hearing and, prior to the public hearing, provide all of the following information in written form and available to the public through the City's website regarding a proposed economic development subsidy provided by the City pursuant to a Development and Disposition Agreement between the City of Santa Ana and Caribou Industries (Agreement). Notice was published on the City's website for a public hearing to be held on October 20, 2020. The report sets forth certain details of the proposed Disposition and Development Agreement required pursuant to Government Code Sections 52201 and 53083. BACKGROUND The following Summary Report is based upon information contained within the Agreement, and is organized into the following five sections. I. Salient Points of the Agreement: This section includes a description of the project and the major responsibilities imposed on the City and the Development by the Agreement. II. Estimated Value of the Interests to be Conveyed Determined at the Highest and Best Use of the Property: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the existing zoning. III. Economic Incentive/Development Subsidy Provide, and the Cost of the Agreement: This section details the economic incentive/development subsidy to be provided by the City and the costs to be incurred by the City associated with implementing the Agreement. IV. Consideration Received and Comparison with the Economic Incentive/Development Subsidy Provided: This section describes the financial compensation to be received by the City pursuant to the Agreement. V. Creation of Economic Opportunity and Public Purpose: This section describes how the Agreement will assist in the creation of economic opportunity in the City. 1 75A-205 VI. Job Creation: This section describes the number of full-time, part-time, and temporary jobs created by effectuating the Agreement. This Summary Report and Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE AGREEMENT A. Project Description The proposed project is located at 201 West 3rd Street, at the northeast corner of Broadway and 3rd Street. Caribou Industries, a local developer and property owner in the City, proposes to replace the existing City -owned, 3-level parking garage with a mixed - use development containing 171 housing units (with 19 for low income residents), a 75- room boutique hotel, 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. The development would be comprised of two buildings: a 16-story, 194-foot-tall mixed - use (residential and commercial) building and a 10-story, 128-foot-tall hotel building. The buildings would be separated by an extension of Sycamore Street from the north edge of the project site to West 3rd Street. The proposed project would provide 490total structured parking spaces, including 211 public parking spaces and the hotel will provide 83 parking spaces. The Agreement is with Caribou Industries, who proposes to redevelop an aging city - owned public parking structure at 210 W. 3'd Street into a residential and hotel project that will benefit from the economic development subsidy: Caribou Industries 1130 N Broadway St Santa Ana, CA 92701 B. City Responsibilities This Agreement requires the City to: 1. Provide the land. 2. Fund the costs for public improvements to ready the site for development. This will include the demolition of the existing parking structure, preparation of the site for development, the construction of Sycamore Street reconnection and construction of 211 public parking spaces to replace the existing parking currently provided at the 3'd and Broadway parking structure. The estimated cost for public improvements is $7 million for the construction of the 211 public parking spaces and $6 million for the additional public improvements. z 75A-206 3. Upon the Developer obtaining entitlements, showing evidence of construction and permanent financing, issuance of all necessary building permits, the City would convey the land to Developer for the Mixed Use project. The City will retain ownership of parcel containing the public parking space. C. Developer Responsibilities This Agreement requires the Developer to: 1. Fund the design of the project, all costs related to entitlements, and all development costs for the apartments, retail, office and hotel. 2. Fund the entitlement application, including, but not limited to, any and all required General Plan and/or zoning amendments, and all related studies required for CEQA compliance. 3. Provide evidence of financing for construction, permanent loan(s) and equity and issuance of all necessary building permits. 4. Design and build a residential development in the heart of Downtown Santa Ana with 171 apartments and 19 very low income units. 5. Design and build the hotel to standards for typical hotel standards. During the first 5 years of operation, various economic thresholds would be established that would allow the Developer to convert the Hotel to residential as follow: • after 2 years if the Rev/Par* falls below $125 • after 3 years if the RevPAR falls below $125 • after 4 years if the RevPAR falls below $125 • after 5 years if the RevPAR falls below $125 6. Develop a parking structure that will include 211 public parking spaces. These spaces will remain public in perpetuity. 7. Manage the Public Parking. The City would enter into a Parking Operation Agreement with the Developer to manage and operate the Public Parking and obligate the Developer to pay all costs including the debt service on the financing for the Public Improvements. The Developer would set the parking rates and either manage the parking directly or through a 3rd party. The Developer would guarantee no negative costs to the City and would keep any net revenue unless the Hotel is converted to residential per the terms of the DDA. 8. Guarantee the debt service and all operating costs and the City would not be responsible if the revenue is insufficient to service the debt. II. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST AND BEST USE OF THE PROPERTY: 3 75A-207 The property is presently improved with a three-story automobile parking structure of concrete construction. The building contains 144,699 square feet, and was originally constructed in 1983. A 2016 appraisal of the property with a hypothetical condition that the site is vacant and readily available for development appraised the property at $3.0 million. This assumes that the site is cleared and ready for development which for the City to demo and clear the site, prep it for development, the City's cost would exceed the value of the land. In addition, due to the aging parking structure's current condition, it was estimated that it would cost $8-10 million to bring the building up to current building and seismic codes, thus giving it a negative value. III. ECONOMIC INCENTIVE/DEVELOPMENT SUBSIDY PROVIDED, AND THE COST OF THE AGREEMENT The City is providing the following economic development subsidies to facilitate the development of this residential/hotel project: A. Fund the costs of the following improvements at the start of construction with a cap of no more than $13 million. • Demolition of the existing parking structure • Site preparation for construction prepared to a rough grade condition • Construction of 211 public parking spaces • Construction of private street: Sycamore reconnection It is important to note that the Developer will pay the City's debt service thru an Operating Agreement whereby the Developer will operate the Public Parking and pay all costs with no financial risk to the City B. Provide the Land for the development. IV. CONSIDERATION RECEIVED AND COMPARISON WITH THE ECONOMIC INCENTIVE/DEVELOPMENT SUBSIDY PROVIDED: The City expects to generate new sources of income from the development of this project (see Table below on Estimated General Fund Revenue). Currently, the parking structure's operating expenses are higher than the revenues received. Due to the current pandemic, the gap between expenses and revenue has increased significantly which has put a major strain on the City's current General Fund budget. With the new development project and new sources of income, the City is anticipating adding over $600,000 yearly to the City's General Fund budget. V. CREATION OF ECONOMIC OPPORTUNITY AND PUBLIC PURPOSE Implementation of this agreement effectuates a new residential and hotel development in place of an aging parking structure that will cost the City between $8-10 million to bring it up to current building and seismic codes. The goals and objectives that are satisfied by this project are: a 75A-208 1. Additional revenue sources for the City to fund the services the community expects (Table below) 2. Increased employment through additional jobs created as a result of private sector investment and new hotel and commercial development. 3. Reconnection of Sycamore Street that allows improved access in the heart of Downtown Santa Ana. 4. New residential opportunities for mixed income individuals 5. New residential opportunities for very low income individuals 6. New residents in the downtown that will help downtown businesses grow and prosper. This project also satisfies three of the Economic Opportunity Statutes per Government Code 52200 et. seq: 1. This project will result in an increase from $0 to $340,000 annually (satisfying the requirement of being a greater than 15% increase). 2. This project will create affordable housing as 19 very low income units will be constructed; 3. This project is considered a transit priority project per Public Resources Code Section 21155(b) that states the project shall contain: 1) at least 50 percent residential use based on total building square footage (Proposed project = 63%) and, if the project contains between 26 percent and 50 percent nonresidential uses, a floor area ratio of not less than 0.75 (Proposed project = 4.2 FAR); 2) provide a minimum density of at least 20 dwelling units per acre (Proposed project = 121 du/acre); and be within one-half mile of a major transit stop or high -quality transit corridor included in a regional transportation plan. The proposed Project is also within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). Estimated General Fund Revenue from Proposed Project Summary of Annual Estimated Revenue from Project Total Property Tax Secured & Unsecured $210,000 Property Tax In -Lieu of VLF $130,000 Sales & Use Tax On-Site/Direct $57,000 Sales & Use Tax (Off-Site/Indirect) $25,000 Transient Occupancy Tax $90 RevPar $270,000 Utility User Tax $45,000 Annual General Fund Revenues (ROUNDED): $620,000 Source: Kosmont Companies, 2020 VI. JOB CREATION Economic Benefits of Construction for 3rd and Broadway Employment I Labor Income 5 75A-209 Direct (On -Site) 475 $49,000,000 Indirect 180 $14,000,000 Induced 200 $13,000,000 Total Countywide 855 $76,000,000 Estimated City Capture 510 $53,000,000 Source: Kosmont Companies, 2020 75A-210 EXHIBIT 6 RECORDED AT REQUEST OF CLERK, CITY COUNCIL CITY OF SANTA ANA WHEN RECORDED RETURN TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk Exempt from Filing Fees Gov. Code Sections 27383, 6103 DISPOSITION AND DEVELOPMENT AGREEMENT by and between the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California, and CARIBOU INDUSTRIES, INC., a Nevada Corporation [Dated as of October 5, 2020, for reference purposes only] 55 394.00049\3323920112 75A-211 CITY OF SANTA AN DISPOSITION AND DEVELOPMENT AGREEMENT Downtown Hotel and Mixed -Use: Residential and Retail/Commercial Project At 3rd and Broadway THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement') is dated as of October 5, 2020 for reference purposes only, and is entered into by and between the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), and Caribou Industries, Inc. a Nevada Corporation (the "Developer") (collectively, the "Parties," and each a "Party"). The Parties enter into this Agreement with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. The City owns that certain real property generally located at 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in the legal description(s) attached to this Agreement as Exhibit "A" and depicted as APN 398-264-13 on the site plan attached to this Agreement as Exhibit "F" (the "Property"). B. The Developer proposes the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy- five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, as described in the definitions of "Project," "Mixed Use," "Hotel Project," and "Parking Structure" as set forth in ARTICLE 2 of this Agreement. C. On April 27, 2017, City and Developer entered into an Exclusive Negotiating Agreement to discuss proposed terms for the disposition of the City Property and development of the proposed mixed -use hotel and commercial/retail project on the City Property and the Developer Property. D. On July 5, 2017, the Parties entered into a First Amendment to the Exclusive Negotiation Agreement, and on January 11, 2019, the Parties entered in to a Second Amended and restated Exclusive Negotiation Agreement (No. A-2018-002) which expired on its own terms on April 28, 2019. E. On May 7, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. A-2019-062) which was effective until May 7, 2020. F. On April 22, 2020, the Parties entered into the First Amendment to the Second Exclusive Negotiation Agreement which is effective until October 23, 2020. G. The proposed Project and Parking Structure will result in the redevelopment of underutilized land and aging structures, development of apartments and extended stay hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, increased employment opportunities within the City and additional property taxes, sales 1 55 394.00049\3323920112 75A-212 taxes and transient occupancy taxes produced from the Project Site H. Based on the reasons identified in Recital G, above, together with the commitments and obligations of the Developer to develop the Project Site as contained in this Agreement, the City has determined the conveyance of the Project Site to the Developer for development in accordance with this Agreement is in the best interest of the City. L The City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project including the Parking Structure on the Property on the terms and conditions set forth in this Agreement. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES ACKNOWLEDGE, AND PURSUANT TO THE PROMISES AND COVENANTS SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE, AS FOLLOWS: ARTICLE 1 PURPOSE, PARTIES, AND PROJECT SITE 1.1 Recitals. The Recitals are hereby incorporated into this Agreement. 1.2 Purpose. The purpose of this Agreement is to set forth the obligations of the Parties and the terms and conditions precedent for the conveyance of the City Property from the City to the Developer, and the design, development, construction and operation of the Project and Parking Structure on the Project Site. The City has determined that the construction and operation of the Project by Developer within the City will stimulate direct and indirect economic activity within the City, will enhance the quality of life of residents and will provide substantial additional intangible benefits to the City. As such, the development of the Project Site pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City, and the health, safety, morals and welfare of its residents and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. 1.3 Parties. 1.3.1 The City. The City is the City of Santa Ana, a California charter city in the State of California. The principal office of the City is located at 20 Civic Center Plaza, Santa Ana, California, 92702. 1.3.2 The Developer. The Developer is Caribou Industries, Inc., a Nevada Corporation. The principal address of the Developer is 1103 N. Broadway, Santa Ana, CA 92701. Whenever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided. (a) The qualifications and identity of the Developer are of particular concern to the City, and it is because of such qualifications and identity that the City has entered 2 55 394.00049\3323920112 75A-213 into this Agreement with the Developer. Except as otherwise provided in this Section 1.3.2 no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, and the Developer shall not assign all or any part of this Agreement without the prior written approval of the City, which approval will be in the City's sole discretion exercised in good faith. This Agreement may be terminated by the City if there is any significant change (voluntary or involuntary) in the management or control of the Developer without City's prior written approval, which approval will not be unreasonably withheld. Except as otherwise provided in this Agreement, for an approved assignment to be effective, the Developer and assignee shall enter into an assignment and assumption agreement in a form reasonably approved by the City. (b) Notwithstanding the foregoing, the following assignments or transfers of this Agreement and the Project Site shall be permitted: (i) the sale or lease of commercial, food or beverage space to tenants or end -users, for occupancy upon completion; (ii) an assignment as security for a construction and/or development loan from a lender, subject to the approval by City pursuant to this Agreement, which approval shall not be unreasonably withheld, conditioned, or delayed; (iii) any other assignment or transfer after the issuance of a certificate of occupancy for the Project. 1.4 The Project Site. The Project Site is comprised of (1) the Developer Property and (2) the City Property. The City Property and the Developer Property are generally shown on the Map of the Project Site attached hereto as Exhibit "G". ARTICLE 2 DEFINITIONS 2.1 Defined Terms. In addition to the usage of certain words, terms or phrases that are defined in the initial paragraph, the Recitals or in the body of this Agreement, the following words, terms and phrases are used in this Agreement, as follows, unless the particular context of usage of a word, term or phrase requires another interpretation: 2.1.1 "Affiliate" of any specified Person means any other Person, directly or indirectly, Controlling or Controlled by or under common Control with such specified Person. 2.1.2 "Approvals" means any and all general plan amendments, zone changes, specific plans, licenses, permits, approvals, consents, certificates (including certificate(s) of occupancy), rulings, variances, authorizations, or amendments to any of the foregoing, as shall be necessary or appropriate under any Law to commence, perform, or complete any construction, demolition, installation, use, maintenance, repair, occupancy or operation of the Project. 2.1.3 "Automobile Liability Insurance" means insurance coverage against claims of Personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non -owned vehicles used by the Developer regarding the Project, with minimum 55 394.00049\3323920112 75A-214 limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy. 2.1.4 `Bankruptcy Law" means Title 11, United States Code, and any other or successor State or Federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar matters. 2.1.5 `Bankruptcy Proceeding' means any proceeding, whether voluntary or involuntary, under any Bankruptcy Law. 2.1.6 "Builder's Risk Insurance" means "All Risk" builder's risk insurance on a completed value (non -reporting) basis, in an amount sufficient to prevent coinsurance, but in any event not less than 100% of replacement value, including cost of debris removal, but excluding foundation and excavations, naming The City and The Developer, as their interests may appear. Such insurance shall also: (a) contain a waiver of subrogation against subcontractors; (b) state that "permission is granted to complete and occupy"; (c) cover, for replacement value, all materials and equipment on or about any offsite storage location intended for use for the Project; and (d) provide for a deductible not exceeding Ten Thousand Dollars ($10,000). 2.1.7 "CEQA" means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. 2.1.8 "CEQA Document" means any Addendum, Negative Declaration (mitigated or otherwise) or any Environmental Impact Report (including any addendum, amendment, subsequent or supplemental document) required by any Government to issue any discretionary Approval required for the Project. 2.1.9 "City Deed' means the deed in substantially the form of Exhibit "C" to this Agreement, conveying all of the City's interest in the Property to the Developer and containing a right of the City retake the Property under certain circumstances. 2.1.10 "City Funded Improvements" means the funding by the City of the actual reasonable costs up to a total of a maximum thirteen million dollars ($13,000,000) for the (i) the demolition of the existing three (3) level parking structure located on the Property, (ii) the preparation of the Project site for construction to a rough grade condition; (iii) the construction of Parcel A ("Public Parking Parcel") containing 211 public parking Spaces within the 10-story Parking Structure containing 444 parking spaces; (iv) construction of the private street reconnecting Sycamore Street between 3rd Street and 4th Street). 2.1.11 "City Manager" means the City Manager of the City or his or her designee or successor in function. 2.1.12 "City Parties" means, collectively, the City, its governing body, elected officials, employees, agents and attorneys. 4 55 394.00049\3323920112 75A-215 2.1.13 " City Party" means, individually, the City, its governing body, elected officials, employees, agents or attorneys. 2.1.14 "City's Title Notice Response" means the written response of the City to the Developer's Title Notice, in which the City elects to either: (i) cause the removal from the Preliminary Report of any matter disapproved in the Developer's Title Notice, (ii) obtain title insurance in a form reasonably satisfactory to the Developer insuring against the effects of any matters disapproved or conditionally approved in the Developer's Title Notice, (iii) otherwise satisfy the Developer regarding any matter disapproved or conditionally approved in the Developer's Title Notice, or (iv) not to take any action described in either (i), (ii) or (iii). 2.1.15 "Claims" means any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract or under statute, at law, in equity or otherwise), charges, awards, assessments, fines or penalties of any kind (including consultant and expert fees and expenses, Legal Costs of counsel retained by the City Parties, expert fees, costs of staff time and investigation costs of whatever kind or nature), and judgments, including, but not limited to, claims for: (i) injury to any Person (including death at any time resulting from that injury); (ii) loss of, injury or damage to, or destruction of property (including all loss of use resulting from that loss, injury, damage, or destruction) regardless of where located, including the property of the City Parties; (iii) any workers' compensation claim or determination; (iv) any Prevailing Wage Action; or (v) any Environmental Claim. 2.1.16 "Close of Escrow" means the recording of the City Deed in the official records of the County and completion of each of the actions set forth in Section 4.7 by the Escrow Agent for the conveyance of the Property from the City to the Developer. 2.1.17 "Construction Management Team" means the people designated by the City Manager to monitor the construction of the Parking Structure and Sycamore Street between 3rd Street and 4th Street. 2.1.18 "Construction Period" means the time period between the Close of Escrow and the issuance of the last Certificate of Completion for the Project. 2.1.19 "Contractor's Insurance" means Contractor's comprehensive general and automobile liability insurance for not less than One Million Dollars ($1,000,000) for personal injury and One Million Dollars ($1,000,000) for broad form property damage, including premises - operations liability, contractor's protective liability for all subcontractors' operations, completed operations, contractual liability (referring to the indemnity provisions of the applicable construction contract(s)), and automobile liability (owned and non -owned), and for any foundation, excavation, or demolition work, an endorsement that such operations are covered and that the "XCU Exclusions" have been deleted, which insurance may be in the form of a single limit policy or policies. 2.1.20 "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests, by contract or otherwise. 2.1.21 "Controlling" and "Controlled" mean exercising or having Control. 5 55 394.00049\3323920112 75A-216 2.1.22 "Coup " means the County of Orange, California. 2.1.23 "Covenant Period" means the thirty (30) years commencing on the date of issuance of last Certificate of Completion for the Project. 2.1.24 "CPI" means the United States Department of Labor, Bureau of Labor Statistics "Consumer Price Index" for Urban Wage Earners and Clerical Workers (CPI-W) published for the Anaheim -Santa Ana -Irvine Metropolitan Statistical Area, with a base of 1982- 1984 = 100. If the CPI ceases to be published, with no successor index, then the Parties shall reasonably agree upon a reasonable substitute index. The CPI for any date means the CPI last published before the calendar month that includes such date. 2.1.25 " CPI Adjustment Factor" means, as of any date, the greater of (a) 1.00 or (b) the CPI for such date divided by the CPI for the Commencement Date. 2.1.26 "Default" means any Monetary Default or Non -Monetary Default. 2.1.27 "Developer Official Action" means the official action of the Developer authorizing the Developer's entry into and performance of this Agreement, in substantially the form attached to this Agreement as Exhibit "E," executed by the authorized representative(s) of the Developer. 2.1.28 "Developer Parties" means, collectively, the directors, officers, employees and agents of the Developer. 2.1.29 "Developer Party" means, individually, the directors, officers, employees or agents of the Developer. 2.1.30 "Developer's Title Notice" means a written Notice from the Developer to both the City and the Escrow Agent indicating the Developer's acceptance of the state of the title to the Property, as described in the Preliminary Report, or the Developer's disapproval of specific matters shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy, describing in suitable detail the actions that the Developer reasonably believes are indicated to obtain the Developer's approval of the state of the title to the Property. 2.1.31 "Developer's Title Notice Waiver" means a written Notice from the Developer to both the City and the Escrow Agent waiving the Developer's previous disapproval in the Developer's Title Notice of specific matters shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy. 2.1.32 "Due Diligence Completion Notice" means a written Notice of the Developer delivered to both the City and the Escrow Agent, prior to the end of the Due Diligence Period, indicating the Developer's unconditional acceptance of the condition of the Property or indicating the Developer's rejection or conditional acceptance of the condition of the Property and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to unconditionally accept the condition of the Property. 6 55 394.00049\3323920112 75A-217 2.1.33 "Due Diligence Investigations" means the Developer's due diligence investigations of the Property to determine the suitability of the Property for development or operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer. 2.1.34 "Due Diligence Period" means the one hundred and eighty (180) calendar day period commencing on the day immediately following the Effective Date and ending at 5:00 p.m. Pacific Time on the one hundred eightieth (180a') consecutive day thereafter. 2.1.35 "Effective Date" means the first date on which all of the following have occurred: (i) the City has received two (2) counterpart originals of this Agreement executed by the authorized representative(s) of the Developer; (ii) the City has received a certified copy of the Developer Official Action executed by the authorized representative(s) of the Developer; (iii) this Agreement has been approved by the City Council; (iv) this Agreement has been executed by the authorized representative(s) of the City; (v) an original of this Agreement executed by the authorized representative(s) of the City has been delivered by the City to the Developer. 2.1.36 "Environmental Claims" means any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, Legal Costs and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever directly or indirectly relating to or arising from any actual or alleged violation of any Environmental Law occurring during or arising from the Developer's Due Diligence Investigations, the Developer's ownership or occupancy of the Property, the Developer's construction, installation or operation of the Project or any other actions of or attributable to the Developer regarding the Property. 2.1.37 "Environmental Law" means any Law regarding any of the following at, in, under, above, or upon the Property: (a) air, environmental, ground water, or soil conditions; or (b) clean-up, control, disposal, generation, storage, release, transportation, use of, or liability or standards of conduct concerning, Hazardous Substances. 2.1.38 "Escrow" means an escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the conveyance of Property from the City to the Developer, pursuant to this Agreement. 2.1.39 "Escrow Agent" means Fidelity National Title Company or such other Person mutually agreed upon in writing by the City and the Developer. 2.1.40 "Escrow Closing Date" means the earlier of: (i) on or before the fifth (5th) business day following the Escrow Agent's receipt of written confirmation from both the City and the Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow or (ii) September 30, 2022. If Developer is unable to meet the conditions precedent to the Close of Escrow within this time period, Developer shall have the right to request an extension of the Escrow Closing Date to September 30, 2023, which extension may be granted or withheld in the City Manager's reasonable discretion 55 394.00049\3323920112 75A-218 2.1.41 "Escrow Opening Date" means the first date on which a fully executed copy of this Agreement and the Deposit are deposited with the Escrow Agent. 2.1.42 "Event of Default" means the occurrence of any one or more of the following: (a) Monetary Default. A Monetary Default that continues for seven (7) days after Notice from the non -defaulting Party, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment. (b) Prohibited Liens. Failure of the Developer to cause any Prohibited Lien to be released within fifteen (15) days after Notice of such lien to the Developer. (c) Bankruptcy or Insolvency. The Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Developer's assets or the Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within sixty (60) days). (d) Transfer. The occurrence of a Transfer, other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement. (e) Non -Monetary Default. Any Non -Monetary Default, other than those specifically addressed in Sections 2.1.42(b) through 2.1.42(d), that is not cured within thirty (30) days after Notice to the Developer describing the Non -Monetary Default in reasonable detail, or, in the case of a Non -Monetary Default that cannot with reasonable due diligence be cured within thirty (30) days after such Notice, if the Developer does not do all of the following: (i) within thirty (30) days after the City's Notice, advise the City of the Developer's intention to take all reasonable steps to cure such Non -Monetary Default; (ii) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (iii) complete such cure within a reasonable time under the circumstances. 2.1.43 "Federal" means the government of the United States of America. 2.1.44 "Final" means, relative to an Approval or any CEQA Document, when all administrative appeal periods regarding such matter have expired, all administrative appeals or challenges regarding such matter (if any) have been resolved to both the City's and the Developer's reasonable satisfaction, all statutory periods for challenging such matter have expired, all litigation or other proceedings (if any) challenging any such matter have been resolved to both the City's and the Developer's reasonable satisfaction and all appeal periods relating to any such litigation or other proceedings have expired. 55 394.00049\3323920112 75A-219 2.1.45 "FIRPTA Affidavit' means an affidavit complying with Section 1445 of the United States Internal Revenue Code. 2.1.46 "Form 593" means a California Franchise Tax Board Form 593-C. 2.1.47 "Good Industry Practice" means standards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in the operation of a similar type hotel under the under the same or similar circumstances. 2.1.48 "Hazardous Substance" means flammable substances, explosives, radioactive materials, asbestos, asbestos -containing materials, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, explosives, petroleum, petroleum products, and any "hazardous" or "toxic' material, substance or waste that is defined by those or similar terms or is regulated as such under any Law, including any material, substance or waste that is: (i) defined as a "hazardous substance" under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (ii) substances designated as "hazardous substances" pursuant to 33 U.S.C. § 1321; (iii) defined as a "hazardous waste" under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (iv) defined as a "hazardous substance" or "hazardous waste" under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfixnd Reauthorization Act of 1986,42 U.S.C. § 9601, et seq., or any so-called "superfund" or "superlien" law; (v) defined as a "pollutant' or "contaminant' under 42 U.S.C.A. § 9601(33); (vi) defined as "hazardous waste" under 40 C.F.R. Part 260; (vii) defined as a "hazardous chemical" under 29 C.F.R. Part 1910; any matter within the definition of "hazardous substance" set forth in 15 U.S.C. § 1262; (viii) any matter, waste or substance regulated under the Toxic Substances Control Act ("TSCA") [ 15 U.S.C. Sections 2601, et seq.]; (ix) any matter, waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; (x) those substances listed in the United States Department of Transportation (DOT)Table [49 CFR 172.101]; (xi) any matter, waste or substances designated by the EPA, or any successor authority, as a hazardous substance [40 CFR Part 302]; (xii) any matter, waste or substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Code; (xiii) any substance defined as a "hazardous substance" in Section 25316 of the California Health and Safety Code; (xiv) any matter, waste, or substance that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health, plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (xv) other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under any Laws or the regulations adopted pursuant to any Laws, including manure, asbestos, polychlorinated biphenyl, flammable explosives and radioactive material. 2.1.49 "Hazardous Substance Discharge" means any deposit, discharge, generation, release, or spill of a Hazardous Substance that occurs at on, under, into or from the Property, or during transportation of any Hazardous Substance to or from the Property (whether on its own or contained in other material or property), or that arises at any time from the use or 9 55 394.00049\3323920112 75A-220 operation of the Project or any activities conducted at on, under or from the Property or any adjacent or nearby real property, or resulting from seepage, leakage, or other transmission of Hazardous Substances from other real property to the Property, whether or not caused by a Party or whether occurring before or after the Close of Escrow. 2.1.50 "Hotel Anniversary Date" means the annual anniversary of the date that the Hotel had the first guest completed the first overnight stay for compensation in the Hotel. 2.1.51 "Hotel Project" means the development of the hotel containing seventy-five (75) rooms, on the Property, including eighty-three (83) parking spaces which includes forty-two (42) stacking parking spaces, all required or associated on -site and off -site improvements, all hardscape and all landscaping, all as specifically described in Exhibit "E" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Hotel Project. 2.1.52 "Indemnify' means, where this Agreement states that any Indemnitor shall "indemnify" any Indemnitee from, against, or for a particular matter, that the hndemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against any and all loss, cost, claims, liability, penalties, judgments, damages, and other injury, detriment, or expense (including Legal Costs, interest and penalties) that the Indemnitee suffers or incurs: (a) from, as a result of, or on account of the particular matter; or (b) in enforcing the Indemnitor's indemnity obligation. "Indemnified" shall have the correlative meaning. 2.1.53 "Indemnitee" means any Person entitled to be Indemnified under the terms of this Agreement. 2.1.54 "Indemnitor" means a Party that agrees to Indemnify any other Person. 2.1.55 "Insurance Documents" means certified copies of insurance policies, original certificates of insurance or endorsements evidencing all insurance coverage required to be obtained by the Developer, pursuant to Section 5.9. 2.1.56 "Law" means all laws, ordinances, requirements, orders, proclamations, directives, rules, and regulations of any Government applicable to the Property or the Project, in any way, including any development, use, maintenance, taxation, operation, or occupancy of, or environmental conditions affecting the Property or the Project, or relating to any taxes, or otherwise relating to this Agreement or any Party's rights or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, or imposed at some later time, subject in all cases, however, to any applicable waiver, variance, or exemption. 2.1.57 "Legal Costs" of any Person means all reasonable costs and expenses such Person incurs in any legal proceeding (or other matter for which such Person is entitled to be reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and expenses and consultant and expert witness fees. 10 55 394.00049\3323920112 75A-221 2.1.58 "Liability Insurance" means general comprehensive public liability insurance against claims for Personal injury, death or property damage occurring upon, in, or about the Property, the Project adjoining streets or passageways, providing coverage for a combined single limit of One Million Dollars ($1,000,000) for any one occurrence. The City may increase such limit up to once every three (3) years, upon at least one hundred eighty (180) days' Notice to the Developer, provided that any increased limit: (a) does not exceed the limit initially set forth in this Section 2.1.58 multiplied by the CPI Adjustment Factor, rounded to the nearest multiple of One Hundred Thousand Dollars ($100,000). 2.1.59 "Maintenance Deficiency" shall have the meaning ascribed to the term in Section 8.1.2. 2.1.60 "Maintenance Standard" shall have the meaning ascribed to the term in Section 8.1.1. 2.1.61 "Mixed Use Project" means the development of the mixed use residential project, including an apartment complex with 171 residential units, 13,419 square feet of commercial space, and 196 residential parking spaces within the Parking Structure on the Property, including all required or associated on -site and off -site improvements, all hardscape and all landscaping, all as specifically described in Exhibit "F" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Mixed Use Project. 2.1.62 "Monetary Default" means any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money, or evidence of any insurance coverage, whether to or with a Party or a third -party. 2.1.63 "Non -Monetary Default" means the occurrence of any of the following, except to the extent constituting a Monetary Default: (i) any failure of a Party to perform any of its obligations under this Agreement; (ii) a Party's failure to comply with any material restriction or prohibition in this Agreement; or (iii) any other event or circumstance that, with passage of time or giving of Notice, or both, or neither, would constitute a Default under this Agreement. 2.1.64 "Notice" means any consent, demand, designation, election, Notice, or request relating to this Agreement, including any Notice of Default. All Notices must be in writing. 2.1.65 "Notice of Default" means any Notice claiming or giving Notice of a Default or alleged Default. 2.1.66 "Notice of Agreement" means a notice, in substantially the form of Exhibit "D" to this Agreement, to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property. 2.1.67 "Not 'means give a Notice. 2.1.68 "Parking Structure" means the 10 story parking structure containing 444 parking spaces 211 public parking spaces, and 196 residential parking spaces, and 83 Hotel parking 11 55 394.00049\3323920112 75A-222 spaces which are accomplished by tandem as well as the use of mechanical lifts, as more particularly described in Exhibit "F" attached hereto and incorporated herein by reference. 2.1.69 IWO Report' means a preliminary change of ownership report required under California Revenue and Taxation Code Section 480.3. 2.1.70 "Performance Schedule" means the schedule for the performance of certain actions by the City or the Developer, pursuant to the terms and conditions of this Agreement, attached to this Agreement as Exhibit `B." 2.1.71 "Permitted Encumbrance" means (i) any deed of trust or financing instrument in connection with Developer's construction financing or permanent financing of the Project, (ii) the Project approvals and all other entitlements, permits with respect to the Project obtained in accordance with this Agreement or otherwise with the approval of the City, (iii) all easements, encumbrances, licenses, and other use agreements in connection with the development of the Project and covenants, conditions, restrictions necessary or desirable in connection with the development, operation and use of the Project, and (iv) any other third party agreement contemplated in this Agreement or as reasonably necessary or desirable in connection with the development, use or occupancy of the Project. 2.1.72 "Permitted Exceptions" means: (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer does not disapprove or conditionally approve or that are otherwise accepted or consented to by the Developer; (ii) any exceptions from coverage under the proposed Title Policy resulting from the Developer's activities on the Property; (iii) any lien for non -delinquent property taxes or assessments; (iv) any Laws applicable to the Property; (v) this Agreement; (vi) the City Deed; (vii) any other matter provided for in this Agreement. 2.1.73 "Person" means any association, corporation, governmental entity or City, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization, or other entity of any kind. 2.1.74 "Pre -Closing Liquidated Damages Amount" means the amount of Twenty Five Thousand Dollars ($25,000). 2.1.75 "Preliminary Report" means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by copies of all documents listed in Schedule B of the report, as exceptions to coverage under the proposed Title Policy. 2.1.76 "Prevailing Wage Action" means: (i) any determination by the State Department of Industrial Relations that prevailing wage rates should have been paid, but were not, (ii) any determination by the State Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid, (iii) any administrative or legal action or proceeding arising from any failure to comply with the California Labor Code provisions regarding prevailing wage payments, including maintaining certified payroll records pursuant to California Labor Code 1776, or (iv) any administrative or legal action or proceeding to recover wage amounts pursuant to California Labor Code Section 1781. 12 55 394.00049\3323920112 75A-223 2.1.77 "Project" means the development of the Mixed Use Project, Parking Structure, and Hotel Project as specifically described in Exhibit "F" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Proj ect. 2.1.78 "Project Completion Date" means September 30, 2024 if the Escrow Closing Date is on or before September 30, 2022. If Developer was granted an extension of the Escrow Closing Date by the City Manager pursuant to Section 2.1.40 then the Project Completion Date shall be September 30, 2025. 2.1.79 "Property Insurance" means insurance providing coverage for the Project and the Property, against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then customarily used for like properties in the County (except earthquake or war risk) from time to time, in an amount equal to one hundred percent (100%) of the Full Replacement Value (without deduction for depreciation) of the Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance, with "ordinance or law" coverage. Such insurance may contain a deductible clause not exceeding Five Thousand Dollars ($5,000) multiplied by the then current CPI Adjustment Factor. To the extent customary for like properties in the County at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located on the Property; coverage for terrorism; coverage against damage or loss by flood, if the Property is located in an area in which flood insurance is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as such laws may be amended, modified or replaced from time to time; an "increased cost of construction" endorsement; and an endorsement covering demolition and cost of debris removal. 2.1.80 "Property Insurance Proceeds" means net proceeds (after reasonable costs of adjustment and collection, including Legal Costs) of Property Insurance, when and as received by the Developer. 2.1.81 "Property Transfer" means any "change in ownership," as defined in Revenue and Taxation Code Sections 60, et seq., of all or any portion of the Property. 2.1.82 "Public Parking Parcel" means Parcel A as shown in Exhibit K and incorporated herein by this reference as though fully set forth herein. The Public Parking Parcel is owned by the City and located within the Parking Structure and contains 211 public parking spaces. 2.1.83 "RevPAR" means revenue per available room and it is a performance metric used in the hotel industry. It is calculated by dividing a hotel's total room revenue by the total number of available rooms in the period being measured. 2.1.84 "Record," "recorded," "recording" or "recordation" each mean recordation of the referenced document in the official records of the Recorder of the County. 2.1.85 "State" means the State of California. 13 55 394.00049\3323920112 75A-224 2.1.86 "Title Company" means First American Title Company or such other title insurance company as mutually agreed upon between the City and the Developer in writing. 2.1.87 "Title Policy' means a standard owner's policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price and insuring fee title to the Property vested in the Developer, subject to the Permitted Exceptions. 2.1.88 "Transfer" of any property, right or obligation means any of the following, whether by operation of law or otherwise, whether voluntary or involuntary, and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); (c) any transaction described in "b" affecting any Equity Interest(s) or any other interest in such property, right or obligation or in any such owner (or in any other direct or indirect owner at any higher tier of ownership) through any manner or means whatsoever; or (d) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "b" through "d," shall be deemed a Transfer by the Operator even though the Operator is not technically the transferor. A "Transfer" shall not, however, include any of the foregoing (provided that the other Party to this Agreement has received Notice of such occurrence) relating to any Equity Interest: (a) that constitutes a mere change in form of ownership with no material change in beneficial ownership and constitutes a tax-free transaction under federal income tax law and the State real estate transfer tax; (b) to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit; or (c) to any Person that, as of the Commencement Date, holds an Equity Interest in the entity whose Equity Interest is being transferred. 2.1.89 "Unavoidable Delay" means a delay in either Party performing any obligation required to be performed by such Parry under this Agreement, except payment of money, arising from or on account of any cause whatsoever beyond the Party's reasonable control, despite such Party's reasonable diligent efforts, including acts of God, inclement weather, strikes, labor troubles or other union activities (but only to the extent such actions do not result from an act or omission of the Party), casualty, war, acts of terrorism or riots, governmental orders or actions, litigators seeking to challenge, prohibit, alter or delay the Project or any Approval related thereto, moratoria, delays that result from any pandemic or epidemic,including, but not limited to, public health orders issued by governmental authorities that contribute to or cause such a delay. Unavoidable Delay shall not include delay caused by a Parry's financial condition, illiquidity, or insolvency. 2.1.90 "Usury Limit" means the highest rate of interest, if any, that Law allows under the circumstances. 2.1.91 "Waiver of Subrogation" means a provision in, or endorsement to, any Liability Insurance, Automobile Liability Insurance or Property Insurance policy, by which the insurance carrier agrees to waive rights of recovery by way of subrogation against any Person for any loss such policy covers. 14 55 394.00049\3323920112 75A-225 2.1.92 "Workers' Compensation Insurance" means worker's compensation insurance complying with the provisions of State Law and an employer's liability insurance endorsement, with commercially standard limits, covering all employees of the Developer, its contractors and vendors. ARTICLE 3 PROPERTY DISPOSITION 3.1 Prior to City Conveyance of Property. Prior to City conveying the Property to Developer and Developer accepting the property from the City, Developer shall provide sufficient evidence that is satisfactory to the City, in City's sole and absolute discretion, that the following have been completed: 3.1.1 Developer has obtained all entitlements for the entirety of the Project. 3.1.2 Developer has obtained proof of construction financing for the entirety of the Project. 3.1.3 Developer has obtained permanent financing for the entirety of the Project, which may include equity investment by the Developer or a third party. 3.1.4 Developer has obtained all necessary building permits for the entirety of the Proj ect 3.1.5 Developer and City have executed an agreement regarding the Bond Financing or other financing the City deems appropriate and Developer's obligation regarding repayment of the debt service obligations. 3.1.6 Developer and City have agreed upon an acceptable demolition schedule based upon contractors' schedule. 3.1.7 Developer and City have executed the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement, attached hereto as Exhibit K. 3.1.8 Developer shall to provide to the City a draft of the Covenant, Conditions and Restrictions (CC&R's), in compliance with ARTICLE 6, for review and approval in compliance with Section 6.1. 3.1.9 City has satisfied the terms of Section 5.10.1. 3.2 Purchase and Sale. Once Developer has satisfied Section 3.1 and City has satisfied Section 5.10 City shall convey land to the Developer for the Mixed Use Project and the Developer shall accept the Property from the City, pursuant to the terms and conditions of this Agreement. City shall retain ownership of the parcel containing the 211 public parking spaces contained within the Parking Structure and Developer shall grant City an easement for street, highway and public utility purposes over, under and upon the private portion of Sycamore Street between 3rd Street and 4th Street which shall be constructed by Developer as part of this 15 55 394.00049\3323920112 75A-226 Agreement. For the purposes of exchanging funds and documents to complete the conveyance of the Property from the City to the Developer, the City and the Developer agree to open Escrow with the Escrow Agent. The provisions of ARTICLE 4 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for the conduct of Escrow. If requested by the Escrow Agent, the Developer and the City shall execute the Escrow Agent's reasonable standard or general escrow instructions. Any provision in the Escrow Agent's standard or general escrow instructions that purports to exculpate the Escrow Agent from or require the Developer or the City to indemnify the Escrow Agent against the Escrow Agent's negligence or willful misconduct shall be deemed "unreasonable" and shall not be included in any standard or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any such standard or general escrow instructions requested by the Escrow Agent, the provisions of this Agreement shall be controlling. 3.3 Title Approval. 3.3.1 Developer's Title Notice. Within five (5) days after the Effective Date of this Agreement, the City shall request the Preliminary Report from the Title Company, with instructions to the Title Company to deliver a copy of the Preliminary Report to the Developer concurrent with delivery of the Preliminary Report to the City. Within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer shall deliver the Developer's Title Notice to the City. 3.3.2 Failure to Deliver Developer's Title Notice. If the Developer fails to deliver Developer's Title Notice to the City, within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer will be deemed to disapprove the status of title to the Property and refuse to accept title to the Property. 3.3.3 City's Title Notice Response. Within fifteen (15) days following the earlier of the City's receipt of Developer's Title Notice or expiration of the time period provided in this Section 3.3.3 for delivery of Developer's Title Notice, the City shall serve City's Title Notice Response. If the Developer's Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Developer fails to deliver the Developer's Title Notice, the City shall not be required to serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within fifteen (15) days following its receipt of the Developer's Title Notice, the City shall be deemed to elect not to take any action in reference to the Developer's Title Notice. If the City elects in City's Title Notice Response to take any action in reference to the Developer's Title Notice, the City shall take such action, prior to the Escrow Closing Date. Notwithstanding the foregoing, the City agrees to remove prior to the Escrow Closing Date all monetary liens and encumbrances of the Property other than non -delinquent real property taxes and assessments. and such liens and encumbrances shall not constitute permitted exceptions. 3.3.4 Developer's Title Notice Waiver. If the City elects or is deemed to have elected not to take any action in reference to the Developer's Title Notice, then within seven (7) days following the earlier of (1) the Developer's receipt of City's Title Notice Response or (2) the expiration of the time period provided in Section 3.3.3 for delivery of City's Title Notice Response, the Developer shall either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive its disapproval or conditional approval of any matters set forth in the Developer's Title 16 55 394.00049\3323920112 75A-227 Notice by delivering the Developer's Title Notice Waiver to the City. Failure by the Developer to timely deliver the Developer's Title Notice Waiver, where City's Title Notice Response or the City's failure to serve City's Title Notice Response indicates or results in the City's election not to take any action in reference to the Developer's Title Notice, will be deemed the Developer's continued refusal to accept the title to and conveyance of the Property, in which case either the City or the Developer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, until such time (if ever) as the Developer delivers the Developer's Title Notice Waiver. Any termination of this Agreement and cancellation of the Escrow pursuant to this Section 3.3.4 shall be without liability to the other Party or any other Person, and shall be accomplished by delivery of a written Notice of termination to both the other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall proceed pursuant to Section 4.11. 3.4 Developer Due Diligence Investigations. 3.4.1 License to Enter. The City licenses and permits the Developer to enter the Property solely for the purpose of undertaking and completing such Due Diligence Investigations as the Developer deems necessary and appropriate. The license provided in this Section 3.4.1 shall expire upon the Close of Escrow or earlier termination of this Agreement. The Developer shall conduct all of its Due Diligence Investigations at its sole cost and expense. The Developer shall abide by any reasonable additional condition(s) of entry onto the Property required by the City, whether or not set forth in this Agreement. Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the Property or the operations of the City. 3.4.2 Limitations. The Developer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without the City Manager's prior written consent which shall not be unreasonably withheld. Following the conduct of any Due Diligence Investigations on the Property, the Developer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. 3.4.3 Indemnity; Insurance. The activities of the Developer or its agents directly or indirectly related to the Developer's Due Diligence Investigations shall be subject to the Developer's indemnity, defense and hold harmless obligations under this Agreement. Prior to commencing any Due Diligence Investigations on the Property, the Developer shall deliver copies of policies or original certificates of all Liability Insurance required to be delivered pursuant to Section 5.9. 3.4.4 Due Diligence Completion Notice. The Developer shall deliver a Due Diligence Completion Notice to the City and the Escrow Agent prior to the end of the Due Diligence Period. If the Developer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Completion Notice indicating such acceptance, prior to the end of the Due Diligence Period, the Developer shall be deemed to have rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by the Developer, then the City or the Developer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, until such time (if ever) as the City receives the Due Diligence Completion Notice stating the 17 55 394.00049\3323920112 75A-228 Developer's unconditional acceptance of the condition of the Property. Any termination of this Agreement and cancellation of the Escrow, pursuant to this Section 3.4.4, shall be without liability to the other Party or any other Person, and shall be accomplished by delivery of a written Notice of termination to the other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall proceed pursuant to Section 4.11. 3.4.5 No Representations or Warranties. The Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with all Laws applicable to the development or use of the Property by the Developer and any other matters relevant to the condition or suitability of the Property for the development or operation of the Project, as the Developer may deem necessary or appropriate. Except for the representations and warranties contained in this Agreement and any documents or instruments referenced herein or delivered in accordance herewith, the City makes no representation or warranty, express or implied, to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. 3.4.6 Acceptance of Property 'AS -IS.' Except for the representations and warranties contained in this Agreement and any documents or instruments referenced herein or delivered in accordance herewith, the Developer shall accept all conditions of the Property, without any liability of the City Parties whatsoever, upon the Developer's unconditional acceptance of the condition of the Property indicated in its Due Diligence Completion Notice. The Developer's delivery of its Due Diligence Completion Notice indicating the Developer's unconditional acceptance of the condition of the Property shall evidence the Developer's unconditional and irrevocable acceptance of the Property in the Property's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION and with full knowledge of the physical condition of the Property, the nature of the City's interest in and use of the Property, all Laws applicable to the Property, the Permitted Exceptions and of any and all conditions, restrictions, encumbrances and all matters of record relating to the Property. The Developer's delivery of its Due Diligence Completion Notice indicating the Developer's unconditional acceptance of the condition of the Property shall constitute the Developer's representation and warranty to the City that the Developer has received assurances acceptable to the Developer by means independent of the City or any agent of the City of the truth of all facts material to the Developer's acquisition of the Property pursuant to this Agreement, and that the Property is being acquired by the Developer as a result of its own knowledge, inspection and investigation of the Property and not as a result of any representation(s) made by the City or any employee, official, consultant or agent of the City relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. The City hereby expressly and specifically disclaims any express or implied warranties regarding the Property. 3.5 City Pre -Closing Document Approval. 3.5.1 Developer Delivery of Documents. The Developer shall deliver all of the following described documents to the City, at least, forty-five (45) calendar days prior to the Escrow Closing Date: 18 55 394.00049\3323920112 75A-229 (a) All Insurance Documents; (b) Any covenants, conditions or restrictions proposed for the Property; and 3.5.2 City Approval. Within thirty (30) calendar days after the City receives any item required to be delivered to the City by the Developer pursuant to Section 3.1, the City shall Notify the Developer whether or not such submitted matter is reasonably acceptable to the City. Any Notice from the City stating that a particular submitted matter is not acceptable to the City shall also state the actions that the City reasonably believes are required to make such matter acceptable to the City. Within thirty (30) calendar days after receipt of any Notice from the City stating that a submitted matter is not acceptable to the City, the Developer shall appropriately revise any matter disapproved by the City in a manner intended in good faith to obtain the City's approval of such matter and re -submit such matter to the City for approval. The process applicable to the City's consideration of the initial submittal of any matter shall apply to any re -submittal of such matter, following its disapproval by the City. If the City fails to Notify the Developer that it does not approve of any submitted matter within the requisite thirty (30) calendar period, then the City shall be deemed to have approved such matter. 3.6 City Relocation Assistance. 3.6.1 Relocation. The Property currently has a public parking structure. The City currently sells monthly parking passes, and thirty (30) parking spaces are leased to California State University, Fullerton Foundation. The lease with California State University, Fullerton Foundation is set to expire on December 31, 2028. The City will work with California State University, Fullerton Foundation to relocate the thirty (30) leased parking spaces. If the relocation cannot be accomplished the Developer will accommodate the lease as part of the 211 public parking spaces. The City has no known relocation and related obligations. Notwithstanding the foregoing, as between the City and the Developer, the City shall be responsible, at its sole cost and expense, for any and all relocation and related expenses attributable to the relocation of the occupants of the Property, if any. The City shall defend, indemnify and hold the Developer and its officers, employees, agents, attorneys, and contractors harmless from and against all liability for any relocation and related expenses attributable to the development of the Property and the relocation of its previous occupants. ARTICLE 4 JOINT ESCROW INSTRUCTIONS 4.1 Opening of Escrow. The City and the Developer shall cause the Escrow to be opened no later than January 1, 2021. The Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties. The Escrow Closing Date shall be on or before September 30, 2022 unless the Escrow Closing Date is extended as provided in this Agreement. This ARTICLE 4 shall constitute the joint escrow instructions of the City and the Developer to the Escrow Agent for conducting of the Escrow. 19 55 394.00049\3323920112 75A-230 4.2 Escrow Agent Authority. The City and the Developer authorize the Escrow Agent to: 4.2.1 Charge. Pay and charge the Developer for the applicable fees, charges and costs payable regarding the Escrow; 4.2.2 Settlement/Closing Statements. Release each Party's Escrow settlement/closing statement to the other Party; and 4.2.3 Document Recording. Record any instruments delivered for recording through the Escrow in the official records of the Recorder of the County, pursuant to the joint instructions of the Parties. 4.3 Developer's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the Developer, the Developer's obligation to accept the conveyance and title of the Property from the City on the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent, each of which can only be waived in writing by the Developer: 4.3.1 Title. The Developer agrees to accept the title to and conveyance of the Property, pursuant to Section 3.3; 4.3.2 Due Diligence. The Developer delivers its Due Diligence Completion Notice to both the City and the Escrow Agent indicating the Developer's unconditional acceptance of the condition of the Property, prior to the expiration of the Due Diligence Period; 4.3.3 Title Policy. The Title Company is, upon payment of the Title Company's standard premium for such an insurance policy, irrevocably and unconditionally committed to issue the Title Policy to the Developer, at the Close of Escrow; 4.3.4 Consistency Finding. The Planning Commission of the City has determined that the disposition of the Property to this Agreement is consistent with the City's General Plan, in accordance with Government Code Section 65402; 4.3.5 Approvals. Final issuance of all discretionary Approvals required from any Government to construct, install or operate the applicable portion of the Project on the Property, on terms and conditions reasonably acceptable to the Developer; 4.3.6 CEQA Documents. Final adoption, approval or certification of the CEQA Documents, if any; 4.3.7 City Escrow Deposits. The City deposits all of the items into the Escrow required by Section 4.6; 4.3.8 Settlement/Closing Statement. The Developer approves the Escrow Agent's final estimated closing/settlement statement; and 20 55 394.00049\3323920112 75A-231 4.3.9 City's Material Obligations. The City performs all of its material obligations required to be performed by the City under this Agreement prior to the Close of Escrow and the City's representations and warranties set forth in this Agreement remain true in all material respects, and the City is not otherwise in default under this Agreement. 4.4 City's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the City, the City's obligation to convey the Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent, each of which can only be waived in writing by the City: 4.4.1 Title. The Developer agrees to accept the title to and conveyance of the Property, pursuant to Section 3.3; 4.4.2 Due Diligence. The Developer delivers its Due Diligence Completion Notice to both the City and the Escrow Agent indicating the Developer's unconditional acceptance of the Property, prior to the expiration of the Due Diligence Period; 4.4.3 Approvals. Final issuance of all discretionary Approvals required from any Government to construct, install or operate the applicable portion of the Project on the Property, on terns and conditions reasonably acceptable to the Developer, including but not limited to building permits; 4.4.4 CEQA Documents. Final adoption, approval or certification of the CEQA Documents, if any; 4.4.5 Title Policy. The Title Company is upon payment of the Title Company's standard premium for such insurance policy, irrevocably and unconditionally committed to issue the Title Policy to the Developer, at the Close of Escrow; 4.4.6 Insurance Documents. The Developer delivers the Insurance Documents and the City has approved all such evidence of insurance, all pursuant to Section 3.5; 4.4.7 Developer's Escrow Deposits. The Developer deposits all of the items into the Escrow required by Section 4.5; 4.4.8 Settlement/Closing Statement. The City approves the Escrow Agent's final estimated closing/settlement statement; 4.4.9 Consistency Finding. The Planning Commission of the City and the City Council have determined that the disposition of the Property pursuant to this Agreement is consistent with the City's General Plan, in accordance with Government Code Section 65402; and 4.4.10 Developer's Material Obligations. The Developer performs all of its material obligations required to be performed by the Developer under this Agreement prior to the Close of Escrow and the Developer's representations and warranties set forth in this Agreement remain true in all material respects, and the Developer is not otherwise in default under this Agreement.. 21 55 394.00049\3323920112 75A-232 4.5 Developer's Escrow Deposits. At least one (1) business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties, the Developer shall deposit the following described fiends and documents into the Escrow and, concurrently, provide a copy of each such document to the City: 4.5.1 PCO Report. A PCO Report executed by the authorized representative(s) of the Developer; 4.5.2 Insurance Documents. Any copies of insurance policies or original certificates of insurance required to be delivered to the City by the Developer on or before the Close of Escrow, pursuant to Section 3.5.1; 4.5.3 Acceptance of City Deed. The Certificate of Acceptance of the City Deed, in substantially the form attached to the City Deed, executed by the authorized representative(s) of the Developer in recordable form; 4.5.4 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the Developer in recordable form; 4.5.5 Other Funds and Documents. Such other funds or documents required from the Developer under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow. 4.6 City's Escrow Deposits. At least one (1) business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties, the City shall deposit the following described fiends and documents into the Escrow and, concurrently, provide a copy of each such document to the Developer: 4.6.1 City Deed. The City Deed executed by the authorized representative(s) of the City in recordable form; 4.6.2 FIRPTA Affidavit. The FIRPTA Affidavit completed and executed by the authorized representative(s) of the City; 4.6.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the City in recordable form; 4.6.4 Form 593. A Form 593 executed by the authorized representative(s) of the City; and 4.6.5 Other Funds and Documents. Such other fiends or documents required from the City under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow. 4.7 Closing Procedure. When each of the Developer's Escrow deposits, as set forth in Section 4.5, and each of the City's Escrow deposits, as set forth in Section 4.6, are deposited into the Escrow, the Escrow Agent shall request confirmation in writing from both the Developer and the City that each of their respective conditions to the Close of Escrow, as set forth in Section 22 55 394.00049\3323920112 75A-233 4.3 and Section 4.4, respective, are satisfied or waived. Upon the Escrow Agent's receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, the Escrow Agent shall schedule the Escrow Closing Date by written Notice to both Parties and, thereafter, shall close the Escrow by doing all of the following: 4.7.1 Recordation and Distribution of Documents. Escrow Agent shall file the following documents with the office of the Recorder of the County for recording in the official records of the County, in the following order, at the Close of Escrow: (i) the City Deed, with the Developer's certificate of acceptance attached, (ii) the Notice of Agreement, and (iii) any other documents to be recorded through the Escrow upon the joint instructions of the Parties. The Escrow Agent shall deliver conformed copies of all documents filed for recording in the official records of the County and originals or copies of all other documents delivered through the Escrow to the City, the Developer and any other Person designated in the joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4.7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior in time to junior interests, as provided in this Section 4.7; 4.7.2 PCO Report. File the PCO Report with the office of the Recorder of the County of Riverside, California; 4.7.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service; Board; 4.7.4 Form 593. File the Form 593 with the State of California Franchise Tax 4.7.5 Title Policy. Obtain and deliver the Title Policy to the Developer; 4.7.6 Funds. Return all remaining funds held by the Escrow Agent for the account of the Developer to the Developer, less the Developer's share of the Escrow closing costs, and less any other charges to the account of the Developer. 4.7.7 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, the Escrow Agent shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099-13, Form W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e) or the associated Federal regulations. Upon the filing of such reporting form with the Internal Revenue Service, the Escrow Agent shall deliver a copy of the filed form to both the City and the Developer. 4.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Agent. If for any reason the Close of Escrow has not occurred on or before the Escrow Closing Date, then any Party not then in default of this Agreement may cancel 23 55 394.00049\3323920112 75A-234 the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination, by delivering written Notice of termination to both the other Party and the Escrow Agent. Thereafter, the Parties and the Escrow Holder shall proceed pursuant to Section 4.10 and Section 4.11. Without limiting the right of either Party to cancel the Escrow and terminate this Agreement, pursuant to the first sentence of this Section 4.8, if the Escrow does not close on or before the Escrow Closing Date, and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement before the first date on which the Escrow Holder is in a position to close the Escrow, then the Escrow shall close as soon as reasonably possible following the first date on which the Escrow Agent is in a position to close the Escrow, pursuant to the terms and conditions of this Agreement. 4.9 Escrow Closing Costs, Taxes and Title Policy Premium. The Developer shall pay all Escrow fees and such other costs as the Escrow Agent may charge for the conduct of the Escrow. The Developer shall pay the premium charged by the Title Company for the Title Policy, exclusive of any endorsements or other supplements to the coverage of the Title Policy that may be requested by the Developer, and any documentary transfer tax relating to the conveyance of the Property from the City to the Developer through the Escrow that is due at the Close of Escrow. The Developer shall pay any and all recording fees, any and all other charges, fees and taxes levied by a Government arising or relating to the conveyance of the Property through the Escrow and the cost of any endorsements or supplements to the coverage of the Title Policy requested by the Developer. The Escrow Agent shall Notify both the Developer and the City of the costs to be borne by Developer at the Close of Escrow by delivering the Escrow Agent's estimated closing/settlement statement to both the City and the Developer, at least four (4) business days prior to the Escrow Closing Date. 4.10 Escrow Cancellation Charges. If the Escrow fails to close due to an Event of Default attributable to the City, the City shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If the Escrow fails to close due to an Event of Default attributable to the Developer, the Developer shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If the Escrow fails to close for any reason other than an Event of Default attributable to either the Developer or the City, the Developer and the City shall each pay one-half (1/2) of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. 4.11 Escrow Cancellation. If the Escrow is cancelled and this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the Escrow and terminate this Agreement, other than due to an Event of Default attributable to the other Party, the Parties shall pay any associated costs in accordance with Section 4.10 and do each of the following: 4.11.1 Cancellation Instructions. The Parties shall, within three (3) business days following receipt of the Escrow Agent's written request, execute any reasonable Escrow cancellation instructions requested by the Escrow Agent; and 4.11.2 Return of Funds and Documents. Within seven (7) days following receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any: (i) the Developer or the Escrow 24 55 394.00049\3323920112 75A-235 Agent, respectively, shall return to the City any documents previously delivered by the City to the Developer or the Escrow Agent regarding the Escrow, (ii) the City or the Escrow Agent, respectively, shall return to the Developer all documents previously delivered by the Developer to the City or the Escrow Agent regarding the Escrow; (iii) the Escrow Agent shall return to the Developer any fiends deposited into the Escrow by the Developer, except as otherwise provided in Section 9.2, less the Developer's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any, in accordance with Section 4.10; and (iv) the Escrow Holder shall return to the City any funds deposited into the Escrow by the City, less the City's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any, in accordance with Section 4.10. 4.12 Escrow Notices. All notices and communications from the Escrow Agent to the Parties shall be given in the manner provided in Section 10.5 of this Agreement. ARTICLE 5 PROJECT DEVELOPMENT 5.1 Developer Covenant to Develop Project. The Developer covenants to and for the exclusive benefit of the City that the Developer shall commence and complete the development of the Project on the Property, within the time period for such action set forth in the Performance Schedule. The Developer covenants and agrees for itself, its successors and assigns that the Property shall be improved and developed with the Project, in conformity with the terms and conditions of this Agreement and all applicable Laws and conditions of each Government. The covenants of this Section 5.1 shall run with the land of the Property, until the earlier of: (i) the date of issuance of the last Certificate of Completion or the Certificate of Occupancy for the Proj ect. 5.2 Developer to Obtain all Project Approvals. 5.2.1 Submission of Development Application. The Developer shall, within the time period(s) for such actions set forth in the Performance Schedule, prepare and submit a complete development application and any other required application, document, fee, charge or other item (including, without limitation, deposit, fund or surety) required for construction or installation of the Project, pursuant to all applicable Laws and Approvals, to each necessary Government for review and approval. The City's zoning, building and land use regulations (whether contained in ordinances, the City's municipal code, conditions of approval or elsewhere) and the alternate procurement process (SAMC Section 33-204), shall be applicable to the construction and installation of the Project on the Property by the Developer, pursuant to this Agreement. The Developer acknowledges that all plans and specifications and any changes to any plans or specifications for the Project shall be subject to all applicable Laws and Approvals. The Developer shall obtain all entitlements, permits and other approvals for construction and installation of the Project on the Property from each Government, within the time periods for such actions set forth in the Performance Schedule, and prior to the commencement of any construction or installation of the applicable portion(s) of the Project. 25 55 394.00049\3323920112 75A-236 5.2.2 Reservations. The approval of this Agreement by the City shall not be binding on the City Council, the Planning Commission, Design Review Committee or any other commission, committee, board or body of the City regarding any approvals of the Project required by such bodies. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required City permit, approval or authorization regarding the Property, the Projector the Developer. The Developer obtains no right, permit or entitlement to construct or install the Project on the Property or any portion of the Property by virtue of this Agreement. 5.2.3 Project Changes. If any revisions of the Project are required by a Government, the Developer shall promptly make any such revisions that are: (i) generally consistent with the Scope of Development and (ii) would not result in any material additional improvements not identified in the Developer's submitted application. 5.2.4 Conditions of Approval. Notwithstanding any provision to the contrary in this Agreement, the Developer agrees to accept and comply fully with any and all conditions of approval contained within any approvals, permits or other governmental actions regarding the construction or installation of the Project on the Property, that are both: (i) generally consistent with this Agreement and the Project Description and (ii) imposed after a public hearing in accordance with the City's approval process, where a public hearing is legally required for the issuance of the approval, permit or other governmental action. 5.2.5 Developer Payment of Costs and Fees. Except as set forth in Section 5.10, the Developer and the City agree that the City shall not provide any financial assistance to the Developer in connection with the construction or installation of the Project. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees, permits, applications, and other expenses associated with the Project. The Developer shall pay any and all fees pertaining to the review and approval of the Project by each Government and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by each Government or utility service provider pertinent to the construction, installation or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall obtain any and all necessary governmental approvals, prior to the commencement of applicable portions of construction and installation of the Project, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during the construction and installation of the Project. (a) Developer acknowledges and agrees that pursuant to Section 5.10 City will fund based on actual reasonable costs to a maximum cost of thirteen million dollars ($13,000,000) for (i) the demolition of the existing three (3) level parking structure located on the Property, (ii) the preparation of the Project site for construction to a rough grade condition; (iii) the construction of Public Parking Parcel; (iv) construction of the street reconnecting Sycamore Street between 3rd Street and 4th Street ("City Funded Improvements"). (i) Developer shall submit to City monthly invoices including supporting documentation showing the actual costs incurred for the City Funded Improvements. 26 55 394.00049\3323920112 75A-237 (ii) City shall review the invoices and supporting documentation. In City's sole and absolute discretion determines additional information is needed City will specify the additional information or documentation that is needed, and Developer shall provide the requested documentation within fourteen (14) days, unless a City grants a longer period of time for compliance. Should Developer fail to timely provide the requested documentation the expense shall be deemed unreasonable. (iii) City can object to any expenses the City determines is unreasonable contained in the monthly invoices. Within fourteen (14) days, Developer shall have the right to provide additional supporting documentation to justify the reasonableness of the expense to the City. City shall review any additional supporting documentation provided by Developer to reconsider the reasonableness of the expense for the City Funded Improvements. (iv) City shall pay any reasonable costs for the construction of the City Funded Improvements within forty-five (45) days of receipt of monthly invoice or the receipt of the additionally requested documentation or additional information, whichever comes later. (b) Developer acknowledges that Developer is solely responsible for the actual demolition and construction of the City Funded Improvements and is solely responsible for any costs of the City Funded Improvements that exceed thirteen million dollars ($13,000,000). (c) The City Funded Improvements shall be completed prior to Developer requesting any Certificate of Completion or Certificate of Occupancy for any building or unit within the Project. (d) Within ninety (90) days from the issuance of the last Certificate of Completion or Certification of Occupancy for any building or unit within the Project, Developer shall submit a complete accounting of the reasonable unreimbursed hard and soft costs for the Construction of the Hotel Project ("Hotel Project Accounting") and the reasonable unreimbursed hard and soft costs for the Construction the Mixed Use Project ("Mixed Use Project Accounting") shall be provided to City. The Hotel Project Accounting plus the Mixed Use Project Accounting equals Final Developer Accounting. ("Final Developer Accounting"). 5.2.6 Developer shall obtain performance bonds, labor and material bonds for the amount required by the City prior to obtaining any building permits for any portion of the Project. 5.3 Developer Changes to Plans and Specifications During Course of Construction of Project. The Developer shall have the right, during the course of construction of the Mixed Use Project and Hotel Project, to make "minor field changes," without seeking the approval of the City, if such changes do not affect the type of use to be conducted within all or any portion of a structure. "Minor field changes" shall be defined as those changes from the approved construction drawings, plans and specifications that have no substantial effect on the Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this Section 5.3 shall be deemed to constitute a waiver of or change in any Approvals governing any such "minor field changes" or in any Approvals by any Government otherwise required for any such "minor field changes." Developer shall obtain prior written approval of the City Manager 27 55 394.00049\3323920112 75A-238 or City Manager's designee for any change from the approved construction drawings, plans and specifications for the Parking Structure and Sycamore Street between 3rd Street and 4th Street. 5.4 Construction Start and Completion of Project. 5.4.1 The Developer shall commence construction and installation of the Project in accordance with the Performance Schedule. Thereafter, the Developer shall diligently proceed to complete the construction and installation of the Project, in a good and workmanlike manner, in accordance with the Performance Schedule and all applicable Laws and all Approvals for the Project issued by each Government. 5.4.2 Developer shall attend monthly meetings with the Construction Management Team. At least 24 hours prior to the meeting, Developer shall provide a written report of the progress of the Project that has occurred since the prior meeting and detailed financial reports of the expenditure of City funds. Developer shall provide any additional documentation requested by the Construction Management Team regarding the Parking Structure and Sycamore Street between 3rd Street and 4th Street. The Construction Management Team may at its sole discretion schedule the meetings with Developer on a more frequent basis. 5.4.3 On or before the Project Completion Date, the Developer shall (a) Record a Notice of Completion, in accordance with California Civil Code Section 3093, for the entirety of the Project; (b) Cause the Project to be inspected by each Government and correct any defects and deficiencies that may be disclosed by any such inspection; (c) Cause all occupancy certificates and other Approvals necessary for the occupancy and operation of the completed Project to be duly issued; and (d) After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of forty-five (45) calendar days, either consecutively or in the aggregate, other than as a result of an Unavoidable Delay. The City Manager, in his or her sole and absolute discretion, may extend the Project Completion Date for up to an additional sixty (60) days, in the aggregate. 5.5 Compliance with Laws. All work performed in connection with the construction or installation of the Project shall comply with all applicable Laws and Approvals. 5.6 Performance Schedule. All planning construction, installation and other development obligations and responsibilities of the Developer related to the Project shall be initiated and completed within the times specified in the Performance Schedule, or within such reasonable extensions of such times granted by the City Manager or as otherwise provided for in this Agreement. 5.7 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the 28 55 394.00049\3323920112 75A-239 development of the Park Improvements, such that such Person(s) can meaningfully respond to City staff questions regarding the progress of the Project, attend in -person or telephonic meetings with City staff or meetings of the City governing body, when requested to do so by City staff, with reasonable advance written Notice to the Developer. 5.8 PREVAILING WAGES AND COMMUNITY WORKFORCE AGREEMENT. 5.8.1 THE DEVELOPER ACKNOWLEDGES AND AGREES THAT THE CITY HAS INFORMED DEVELOPER THAT THE PROJECT IS SUBJECT TO PREVAILING WAGES. THE DEVELOPER AGREES WITH THE CITY THAT THE DEVELOPER SHALL ASSUME ANY AND ALL RESPONSIBILITY AND BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT LABORERS EMPLOYED RELATIVE TO THE CONSTRUCTION OR INSTALLATION OF THE PROJECT MUST BE PAID THE PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. 5.8.2 THE DEVELOPER AGREES WITH THE CITY THAT THE DEVELOPER SHALL BE SUBJECT TO THE COMMUNITY WORKFORCE AGREEMENT DATED 2017, ATTACHED HERETO AS EXHIBIT H FOR ANY DEMOLITION OR CONSTRUCTION OF THE PROJECT. DEVELOPER SHALL OBTAIN A LETTER OF ASSENT (ATTACHMENT A OF THE WORKFORCE AGREEMENT) FOR EACH AND EVERY CONTRACTOR AWARDED WORK COVERED BY THE COMMUNITY WORKFORCE AGREEMENT PRIOR TO COMMENCING WORK ON THE PROJECT. 5.8.3 THE DEVELOPER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES THE CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE SECTION 1781. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 5.8, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 5.8.4 BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 5.8: Initials o Authorized Developer Representative 29 55 394.00049\3323920112 75A-240 5.8.5 ADDITIONALLY, THE DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, PURSUANT TO SECTION 9.6, AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781 ARISING FROM THIS AGREEMENT OR THE CONSTRUCTION OR INSTALLATION OF ALL OR ANY PORTION OF THE PROJECT. 5.9 Insurance. The Developer, to protect the City Parties against any and all claims and liability for death, injury, loss and damage resulting from the Developer's actions in connection with this Agreement, the Property and the Project, shall, at the Developer's sole cost and expense, until issuance of a Certificate of Completion for the Project, maintain the following insurance (or its then reasonably available equivalent): (a) Liability Insurance; (b) Property Insurance; (c) Builder's Risk Insurance; and (d) Worker's Compensation Insurance. Additionally, the Developer, to protect the City Parties, shall cause its contractors and subcontractors, at their sole cost and expense, until issuance of the last Certificate of Completion for the Project, to maintain Contractor's Insurance. 5.9.1 Nature of Insurance. All Liability Insurance, Property Insurance, Automobile Liability Insurance and Contractor's Insurance policies this Agreement requires shall be issued by carriers that: (a) are listed in the then current `Best's Key Rating Guide Property/Casualty United States & Canada" publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of "A" and a minimum financial size category of "VII'; and (b) are admitted to do business in the State of California by the California Department of Insurance. The Developer may provide any insurance under a "blanket" or "umbrella" insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Property and the Project, which amount(s) shall equal or exceed the amount(s) required by this Agreement and shall not be reduced for claims made for other properties; and (ii) such policy otherwise complies with this Agreement. 5.9.2 Policy Requirements and Endorsements. All insurance policies this Agreement requires shall contain (by endorsement or otherwise) the following provisions: (a) Insured. Liability Insurance, Automobile Liability Insurance and Contractor's Insurance policies shall name the City Parties as "additional insured." Property Insurance Policies shall name the City as a "loss payee." The coverage afforded to the City Parties shall be at least as broad as that afforded to the Developer and may not contain any terms, conditions, exclusions, or limitations applicable to the City Parties that do not apply to the Developer. (b) Primary Coverage. All policies shall be written as primary policies, not contributing to or in excess of any coverage that the City Parties may carry. (c) Contractual Liability. Liability Insurance policies shall contain contractual liability coverage, for the Developer's indemnity obligations under this Agreement. The Developer's obtaining or failure to obtain such contractual liability coverage shall not relieve the Developer from nor satisfy any indemnity obligation of the Developer under this Agreement. 30 55 394.00049\3323920112 75A-241 (d) Deliveries to the City. Prior to the commencement of any Due Diligence Investigations, and no later than twenty (20) days before any insurance required by this Agreement expires, is cancelled or its liability limits are reduced or exhausted, the Developer shall deliver to the City certificates of insurance evidencing the Developer's maintenance of all insurance this Agreement requires. Each insurance carrier shall give the City no less than thirty (30) calendar days' advance written Notice of any cancellation, non -renewal, material change in coverage or available limits of liability under any insurance policy required by this Agreement. Also, phrases such as "endeavor to" and "but failure to mail such Notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the City Parties. (e) Waiver of Certain Claims. The Developer shall attempt in good - faith to cause the insurance carrier for each Liability Insurance, Automobile Liability Insurance and Property Insurance policy to agree to a Waiver of Subrogation, if not already in the policy. To the extent that the Developer actually obtains insurance with a Waiver of Subrogation, the Parties release each other, and their respective authorized representatives, from any claims for damage to any Person or property that are caused by or result from risks insured against under such insurance policies. (f) No Representation. Neither Party makes any representation that the limits, scope, or forms of insurance coverage this Agreement requires are adequate or sufficient. (g) No Claims Made Coverage. None of the insurance coverage required under this Agreement may be written on a claims -made basis. (h) Fully Paid and Non -Assessable. All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be fully paid for and non -assessable. (i) City Option to Obtain Coverage. During the continuance of an Event of Default arising from the Developer's failure to carry any insurance required by this Agreement, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer of any premiums and associated costs paid by the City for such insurance coverage. Any amount becoming due and payable to the City under this Section 5.9 that is not paid within fifteen (15) calendar days after written demand from the City for payment of such amount, with an explanation of the amounts demanded, will bear interest from the date of the demand at the rate of ten percent (10%) per annum or the maximum rate allowed by California law, whichever is less. Any election by the City to purchase or not to purchase insurance otherwise required by the terms of this Agreement to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain any insurance coverage required by this Agreement. 0) Cross -Liability; Severability of Interests. All Liability Insurance and Contractor's Insurance shall be endorsed to provide cross -liability coverage for the Developer and the City Parties and to provide severability of interests. 31 55 394.00049\3323920112 75A-242 (k) Deductibles and Self -Insured Retentions. The Developer shall pay or cause to be paid any and all deductibles and self -insured retentions under all insurance policies issued in satisfaction of the teens of this Agreement regarding any claims relating to the City Parties. (1) No Separate Insurance. The Developer shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Agreement, unless endorsed in favor of the City, as required by this Agreement. (m) Insurance Independent of Indemnification. The insurance requirements of this Agreement are independent of the Developer's indemnification and other obligations under this Agreement and shall not be construed or interpreted in any way to satisfy, restrict, limit, or modify the Developer's indemnification or other obligations or to limit the Developer's liability under this Agreement, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall the provision of such insurance preclude the City from taking such other actions as are available to it under any other provision of this Agreement or otherwise at law or in equity. 5.10 Development of the Project. 5.10.1 City Funded Improvements. Upon Developer's satisfaction of Section 3.1 City shall fund the following based on reasonable actual costs to a maximum cost of $13 million dollars ($13,000,000): (a) The demolition of the existing three (3) level parking structure located on the Property. condition. (b) The preparation of the Project site for construction to a rough grade (c) The construction of a Public Parking Parcel. (d) The construction of a private street reconnecting Sycamore Street between 3rd Street and 4th Street. Developer shall grant the City an easement for street, highway and public utility purposes over, under and upon Sycamore Street between 3rd Street and 4th Street. 5.10.2 City Financing. City retains its sole and unfettered discretion as to any and all decisions regarding the funding of the $13 million dollars ($13,000,000) for the City Funded Improvements listed in 5.10.1. (a) If City utilizes bonds to finance the City Funded Improvements then Developer shall be solely financially responsible for all costs and debt service until the bonds have been repaid in their entirety. (b) If the City utilizes an alternative source of private financing to finance the City Funded Improvements then Developer shall be solely financially responsible for all costs and debt service associated with the private financing until the 32 55 394.00049\3323920112 75A-243 private financing has been repaid in its entirety (c) If the City utilizes City Funds to finance the construction of the City Funded Improvements then Developer shall pay City for all costs, including staff time associated with the City Self Financing, in addition to interest charged at Local Agency Investment Fund (LAIF) rate, said rate shall readjust July 1s1 of each year. The maximum term of the repayment shall be thirty (30) years. (d) Developer shall personally guarantee the City Financing and said guarantee shall be recorded against the Property. Said guarantee shall prohibit the subdivision of the property until such time as the City Funded Improvements have been paid in their entirety. Should Developer fail to make a monthly payment, City shall be entitled to Foreclose upon the Property. City shall be entitled to recover the unpaid portion of the City Funded Improvements and any costs associated with the Funding and Foreclosure including but not limited to the time and expenses of the City Attorney's Office, other City staff, any Consultants or experts retained in connection with the Third Party Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by the fends obtained in the Foreclosure. 5.11 Mixed Use Project 5.11.1 Upon satisfaction of the terms of Section 3.1, the City shall convey the parcels for the Mixed Use Project and Hotel Project to Developer as specifically described in Exhibit "C" attached hereto and incorporated herein by reference in compliance with the terms of this Agreement. 5.11.2 Developer shall construct the Mixed Use Project which shall contain: (a) An apartment complex containing 171 residential units. (b) 18,824 square feet of commercial space (including 3,449 square feet of office, 11,066 square feet retail, 4,309 square feet food and beverage) (c) The Parking Structure containing 444 parking spaces which includes 196 residential parking spaces within the Public Parking Structure. 5.12 Hotel Project. 5.12.1 Developer will design and construct a hotel consistent with the Automobile Association of America (AAA) minimum acceptable conditions to be considered a AAA Hotel, containing seventy-five (75) rooms with eighty-three (83) parking spaces which includes forty- two (42) mechanical stacker spaces. 5.12.2 The Developer shall provide the following minimum amenities: (a) Fitness Room (b) Community Meeting Space 33 55 394.00049\3323920112 75A-244 (c) Baggage Storage (d) Elevators (e) 24-hour Pantry Market (f) Multi -Lingual Staff (g) Safety Deposit Box (h) ATM 5.12.3 Developer will use best efforts to execute an operating agreement with an established Hotel Chain. If Developer is unsuccessful in securing an Agreement with an established Hotel Chain Operator then Developer shall self -operate the Hotel in accordance with Good Industry Practices for a hotel. Hotel operations shall be subject to the Hotel Operating Agreement attached hereto as Exhibit "I". (a) Within 120 days of execution of this Agreement, Developer shall provide City either a copy of a letter of interest from a recognized hotel operator or a detailed Alternative Management Plan for the operation of the Hotel. (b) City may request additional information or documentation for the Alternative Management Plan; and Developer shall provide said requested information or documentation. (c) Within ninety (90) days of City's approval of the construction drawings, Developer shall provide either proof of Hotel Operator Commitment or proof of sufficient financing to implement the Alternative Management Plan. 5.12.4 Hotel Conversion. The Developer shall only be entitled to submit an application to City to convert the hotel to apartments if any of the following thresholds are established: (a) On the Third Hotel Anniversary Date, if for the period between the Second Hotel Anniversary Date through the day before the Third Hotel Anniversary the RevPAR falls below $125.00. (b) On the Fourth Hotel Anniversary Date, if for the period between the Third Hotel Anniversary Date through the day before the Fourth Hotel Anniversary the RevPAR falls below $125.00. (c) On the Fifth Hotel Anniversary Date if for the period between the Fourth Hotel Anniversary Date through the day before the Fifth Hotel Anniversary the RevPAR falls below $125.00. 34 55 394.00049\3323920112 75A-245 (d) On the Sixth Hotel Anniversary Date if for the period between The Fifth Hotel Anniversary Date through the day before the Sixth Hotel Anniversary the RevPAR falls below $125.00. 5.12.5 Any application for conversion shall be subject to approval of all applicable City entitlements, including compliance with all affordable housing and inclusionary housing requirements. Developer understand and acknowledges that, in the context of processing the application to convert the hotel to apartments, the City cannot guarantee the ultimate outcome of any public hearings before the Planning Commission or the City Council or other public bodies of the City, nor prevent any opposition thereto by members of the public or other agencies affected by or interested in the Project. By entering into this Agreement, the City does not pre -commit or imply that the application to convert the hotel to apartments to be considered for approval will be approved. The City retains the discretion to approve, conditionally approve, or disapprove the application to convert the hotel to apartments. 5.13 Parking Structure and Sycamore Street. 5.13.1 City shall retain ownership of the Public Parking Parcel within the Parking Structure. Prior to issuance of any Certificate of Completion or Certificate of Occupancy, Developer shall provide an easement to the City for street, highway and public utility purposes over, under and upon Sycamore Street between 3rd Street and 4th Street. 5.13.2 Upon completion of the Parking Structure, City will enter into a Parking Operation Agreement with the Developer and Developer shall agree to manage and operate the Public Parking Structure. The Parking Operation Agreement shall (1) require that 211 parking spaces be available as Public Parking spaces; (2) require the Developer to pay all costs including the debt service on the financing for the Public Improvements; (4) maintain the Parking Structure consistent with the terms of Article 8; (4) set forth that the Developer shall be entitled to set the parking rates of the Parking Structure subject to the advance written approval by the City; (5) require that Monthly Parking Permits can only be issued with advance written approval by the City agreeing to the number of Monthly Permits that are authorized to be issued and the amount that will be charged per Monthly Parking Permit; (6) will agree that if any public parking spaces within the Public Parking Structure are utilized by the Mixed Use Project or the Hotel Project the parking rates for the Parking Structure will apply; and (7) shall provide for reciprocal access as necessary for the use of the Parking Structure by the Parties. Developer may manage the Parking Structure or Developer may enter into an agreement with a third party to manage the Parking Structure (hereinafter "Third Party Parking Agreement"). Any Third Party Parking Agreement shall contain indemnification and insurance for the benefit of the City and the Third Party Parking Agreement shall be approved in writing by the City prior to Developer executing the Third Party Parking Agreement. A copy of the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement that will be executed by the Parties is attached hereto as Exhibit K 5.13.3 For years zero (0) to thirty (30), any income from the Parking Structure shall be distributed in the following order: (a) Payment of the Operator Fee as set forth in the Third Party Parking Agreement, if a one is executed by Developer in accordance with Section 5.13.2. 35 55 394.00049\3323920112 75A-246 (b) Operating Expenses of the Parking Structure. (c) City Debt Service. (d) Net revenue to Developer, provided the Hotel is operational. Should the Hotel be converted to residential, then net parking revenue shall be distributed forty percent (40%) of the net parking revenue to the City and sixty percent (60%) of the net parking revenue to the Developer. 5.13.4 Should the income from the Parking Structure be insufficient to service the debt which is estimated to be approximately $750,000 then Developer shall be responsible for paying the debt service. 5.13.5 After the debt service for the Public Improvements is paid in its entirety, any income from the Parking Structure shall be distributed in the following order: (a) Payment of the Operator Fee as set forth in the Third Party Parking Agreement, if a one is executed by Developer in accordance with Section 5.13.2. (b) Operating Expenses of the Parking Structure. (c) Net revenue shall be distributed forty percent (40%) of the net parking revenue to the City and sixty percent (60%) of the net parking revenue to the Developer. 5.13.6 All revenue and expenses deriving from the operation of the parking operations may be verified through an audit as requested by the City. (a) At any time, and following 48 hours prior written notice to Developer, the City or its designee may enter and inspect the physical accounting records pertaining to the Developer's or third party pursuant to the Third Party Parking Agreement. City or its designee may request any other information it deems necessary to monitory compliance with the requirements set forth in this Agreement. City shall be permitted to inspect and photocopy same, and to retain copies, outside of the Developer's premises, of any and all records with appropriate safeguards, if such retention is deemed necessary by the City in its reasonable discretion. This information shall be kept by the City in strictest confidence allowed by law. (b) All books, records, documents and any other evidence referenced in this Section 5.13.6 shall be maintained or made available in a single location in Santa Ana. (c) Once every fiscal year, City may request an audit to be performed by an independent audit firm selected by City, Developer shall be solely responsible for the expense of this audit. City may perform additional audits during the fiscal year, but any additional audit(s) shall be at the sole expense of the City. 5.14 Developer's Option to Purchase Parking Structure. 5.14.1 Upon issuance of the last Certificate of Completion for the Project, City hereby grants to Developer the option to purchase the City Parcel within the Parking Structure 36 55 394.00049\3323920112 75A-247 subject to a deed restriction that the Public Parking Parcel containing 211 public parking spaces shall remain public parking spaces available to members of the public in perpetuity pursuant to the Option to Purchase Agreement attached hereto as Exhibit "J". 5.14.2 The cost of the Parking Structure shall be as follows: (a) For the first fifteen years (15) from the issuance of the last Certificate of Completion for the Project, the Developer shall have the option to purchase the Public Parking Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). (b) After fifteen (15) years from the issuance of the last Certificate of Completion for the Project until forty-five (45) years have elapsed, Developer shall have the option to purchase the Public Parking Parcel within the Parking Structure for the appraised value or Fifteen Million Dollars ($15,000,000) whichever is greater. ARTICLE 6 COVENANTS, CONDITIONS AND RESTRICTIONS (CC&R'S) 6.1 Developer and City shall enter into CC&R's for the Project and CC&R's shall be approved by the City Manager and the City Attorney shall approve as to form prior to recordation, and thereafter such CC&R's shall be recorded against the Property in the Orange County Recorder's office prior to the issuance of a Certificate of Occupancy for the Project or any portion thereof. 6.2 The CC&R's shall contain the following provisions: 6.2.1 Developer shall be solely responsible for any and all costs, expenses assessments, and taxes associated with the Association, including the formation of the Association, continual operation of the Association, the costs for drafting the CC&R's, and City costs to review the CC&R's or amendments including staff time and/or attorney fees. 6.2.2 Grant reciprocal easements for ingress/egress, passage of vehicles and pedestrians, over the parking lots and other common areas, and for maintenance purposes to allow access as reasonably necessary for the performance of maintenance of the Property. 6.2.3 Association shall maintain insurance for the benefit of the Association, City and Developer. 6.2.4 Developer and their successors and assigns shall be solely responsible for all costs and expenses incurred for operating and maintaining the Parking Structure including the Public Parking Parcel, and all common area, City shall not be liable for any costs or expenses for the operation or maintaining the Parking Structure, including the Public Parking Parcel or any common area. 6.2.5 Provisions of the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement, dated October 5, 2020, for reference purposes (Parking Agreement), is attached hereto as Exhibit K, shall be incorporated into the terms of the CC&R's. 37 55 394.00049\3323920112 75A-248 Any future amendments of the Parking Agreement shall be incorporated into the CC&R's without further action of the Parties. 6.2.6 Shall grant the authority, but not the obligation, to the City to enforce, in its discretion, the provisions the CC&R's, and the Parking Agreement, and shall contain provisions that the Association shall reimburse the City for any and all costs associated with the enforcement. 6.2.7 City shall have no obligation to provide security or safety for the Property and shall not be liable for (i) any unauthorized or criminal entry by third parties into the Property, or any Unit in the Property or any Improvements within the Property, (ii) any damage or injury to Persons, or (iii) any loss of property in and about the Property, any Unit within the Property or any Improvements within the Property, by or from any unauthorized or criminal acts of third parties, regardless of any action, inaction, failure, breakdown, malfunction or insufficiency of security services and improvements provided by the Developer. 6.2.8 No Common Area on floors within the Parking Structure containing Public Parking Parcels be used for parking without the express written consent of the City, nor shall any Common Area necessary to access the Public Parking Area be used for parking without the express written consent of the City. 6.2.9 The CC&R's shall provide that the CC&R's shall not be amended or terminated without the prior written approval of the City Manager and approved as to form by the City Attorney. ARTICLE 7 CITY PARTICIPATION IN THE PROFITS UPON SALE OF PROPERTY BY DEVELOPER 7.1 Should Developer sell any portion of the Project, City shall participate in the profits subject to the terms of this ARTICLE 7. 7.1.1 City Participation Formula. If the net sale of any portion of the Project exceeds the Developer Costs, including reasonable unreimbursed hard and soft costs, over the period of time the Developer has owned the project, then the City shall share in the net profits pursuant to the following calculation: (a) City Costs shall equal City actual costs of City Funded Improvements plus the Parties have agreed that that City shall also receive a three million dollars ($3,000,000) additional allocation to be included in the City Costs which is in consideration that the City provided the land for the Project. ("City Costs"). (b) "Developer Costs" equals the reasonable unreimbursed hard and soft costs over the period of time Developer has owned the Project. ("Developer Costs") (c) Total Costs shall equal Developer Costs plus City Costs. ("Total Cost) 38 55 394.00049\3323920112 75A-249 (d) City shall receive a ratio of the of the Participation Amount which shall be calculated by dividing the Total Costs by the City Costs. ("City Ratio"). (e) Developer's profit shall be calculated by Developer Costs times fifteen percent (15%) equals "Developer's Profit". ("Developer's Profit") (f) Developer Costs plus Developer's Profit equals Developer Priority Payment ("Developer Priority Payment"). (g) The Participation Amount shall be calculated as Sales Price minus Developer Priority Payment = Participation Amount. ("Participation Amount") (h) City Share of the Participation Amount shall be calculated by multiplying the City Ratio by the Participation Amount = City's Share. (i) Developer shall receive the remaining share of the Participation Amount after City's Share is subtracted from the Participation Amount. ("Developer Share") 7.1.2 The following example is for illustrative purposes of the above formula. Example: Sale Price: $140 million Developer's costs $100 million City's Costs ($13m+3m [land]) $16 million Total costs $116 million City Share Ratio 16/116 = 13.7% Developer's profit @15% of costs $100m = $151n Sales Price: $140 million—(DEV priority payment $100m +$15m) $115m = Participation amount $25 million City's share = 13.7% of $25 million = $3.4 million Developer's share = 21.6 million Developer's total proceeds $100m + $15m+ 21.6m = $136.6m 7.1.3 If Developer sells either the Hotel Projector the Mixed Use Project (but not both at the same time) then City's Costs shall be proportionally allocated to the Hotel Project or the Mixed Use Project based upon the percentage of portion of the Project being sold. The percentage shall be calculated by dividing the Final Developer Accounting (See Section 5.2.5(d)) by the portion of the Project being sold (either the Mixed Use Project or Hotel Project). This Percentage shall then be applied in the calculation in 7.1.1 to determine the City's proportional Costs. (a) The following example is for illustrative purposes of the above formula as applied to a sale of only a portion of the project. For example, if Developer sold the Mixed Use Project: Mixed Use Project Accounting $75 million 39 55 394.00049\3323920112 75A-250 Hotel Accounting $25 million City's Total Costs (13m+3m) $16 million Total Costs $116 million Hotel Project/Final Developer Accounting = 25% 25% is applied to City's Costs (City's Proportional Costs) City's Proportional Costs for the Hotel is 4 Million (25% of 16 million) City Proportional Share Ratio (4/29) = 13.7% Sales price is 50 million Developer's Priority Payment (25 million +3,750,000) _ $28,750,000 50 million (Sales Price) - $28,750,000 (Developer's Priority Payment) _ $21,250,000 Participation Amount City's proportional Share 13.7% of $21,250,000 (Participation Amount) _ = City Proportional Share Ratio City's Share = $1,487,500 Developer's Share = $19,762,500 7.1.4 If Developer has exercised the option to purchase the City Parcel within the Parking Structure pursuant to Section 5.14 then that cost will be added to the Developer costs for purposes of calculating the City Participation Formula. ARTICLE 8 SPECIAL DEVELOPMENT COVENANTS OF THE DEVELOPER 8.1 Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 8.1.1 Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer at Developer's cost in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Property, now existing or made in the fixture by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed 40 55 394.00049\3323920112 75A-251 or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 8.1.2 Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section 8.1. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 8.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 8.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of. (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 8.1.3 Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any 41 55 394.00049\3323920112 75A-252 sum expended by the City for the removal of graffiti Property pursuant to this Section 8.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section 8.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 8.1.4 Lien Rights. The obligations of the Developer and its successors and assigns under this Section 8.1 shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section 8.1, including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 8.1.5 Covenant Running with the Land. The covenant of this Section 8.1 shall be a covenant running with the land of the Property, binding successive owners of the Property, throughout the Covenant Period, and shall be enforceable by the City. 8.2 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Developers, lessees, sub - the Developers, sub -lessees or vendees of the Property. The covenant of this Section 8.2 shall be a covenant running with the land of the Property and binding on successive owners of all or any portion of the Property, until the City issues the last Certificate of Completion for the Project. 8.3 Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in -interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non- discrimination or non -segregation covenants: 8.3.1 In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the 42 55 394.00049\3323920112 75A-253 grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 8.3.2 In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased." 8.3.3 In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment ofthe premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub -lessees, sub -the Developers, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 8.4 Survival and Enforcement of Special Development Covenants. 8.4.1 Covenants Running with the Land. Each of the special development covenants set forth in this ARTICLE 8 touch and concern the Property and constitute covenants running with the Property and binding upon successive owners of the Property for the time period set forth in each specific covenant. 8.4.2 Survival. Each such special development covenant shall survive the Close of Escrow, execution and recordation of the City Deed and issuance and recordation of each and every Certificate of Occupancy and any other document related to conveyance of the Property or construction or installation of the Project, for the time period specifically set forth in each such special development covenant. 8.4.3 Enforcement. These special development covenants may be enforced by the City regardless of whether the City currently owns or continues to own an interest in any property benefited by any such covenants. The Developer irrevocably stipulates and agrees that breach of any of the special development covenants set forth in this ARTICLE 8 will result in great and irreparable damage to the City, and will result in damages to the City that are either impracticable or extremely difficult to quantify. Accordingly, upon the breach of any special development covenant set forth in this ARTICLE 8, the City may institute an action for injunctive relief and/or for damages regarding such breach. 43 55 394.00049\3323920112 75A-254 ARTICLE 9 DEFAULTS, REMEDIES AND TERMINATION 9.1 Defaults 9.1.1 Events of Default. In addition to other acts or omissions of a Party that may legally or equitably constitute a Default or breach of this Agreement, the occurrence of any of the following specific events shall constitute an "Event of Default" under this Agreement: (a) Monetary Default. If a Monetary Default occurs and continues for seven (7) days after Notice from the City, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment. (b) Bankruptcy or Insolvency. If the Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Developer's assets or the Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within sixty (60) days). (c) Breach of Representation or Warranty. Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement, the Property or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement. (d) Deposit of Funds, Bonds or Other Security. If the Developer fails to make any deposit of funds or provide any bond or other security required under this Agreement within seven (7) days' after Notice of such Default to the Developer. (e) Insurance. If the Developer fails to obtain, maintain or replace any insurance coverage required under this Agreement within seven (7) days' after Notice of such Default to the Developer. (f) Material Deviation in Project. Any material deviation in the work of construction or installation of the Project from the approved Project description, without the prior written approval of the City that is not corrected within fifteen (15) days' following written Notice of such Default. (g) Project Progress. (i) The construction or installation of the Project does not commence by the time provided for such commencement in the Performance Schedule. 44 55 394.00049\3323920112 75A-255 (ii) The construction or installation of the Project is delayed or suspended for a period in excess of that permitted under Section 5.4.3(d). (iii) The Project is not completed by the Project Completion Date. (h) Non -Monetary Default. If any Non -Monetary Default, other than those specifically addressed in Section 9.1, occurs and the Developer does not cure such Non - Monetary Default within thirty (30) days after Notice from the City describing the Default in reasonable detail, or, in the case of a Non -Monetary Default that cannot with reasonable due diligence be cured within thirty (30) days from such Notice, if the Developer shall not: (a) within thirty (30) days after the City's Notice, advise the City of the Developer's intention to take all reasonable steps to cure such Non -Monetary Default; (b) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (c) complete such cure within a reasonable time under the circumstances. (i) Transfer. The occurrence of a Transfer other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement. 9.2 PRE -CLOSING LIQUIDATED DAMAGES TO THE CITY. DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CITY MAY CANCEL THE ESCROW AND TERMINATE THIS AGREEMENT. UPON CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT, THE CITY SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY THE PROPERTY TO THE DEVELOPER. ANY SUCH ESCROW CANCELLATION AND TERMINATION OF THIS AGREEMENT SHALL BE WITHOUT ANY LIABILITY OF THE CITY TO THE DEVELOPER OR ANY OTHER PERSON. THE CITY AND THE DEVELOPER ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CITY, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF A DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THAT THE CITY WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CITY AND THE DEVELOPER AGREE THAT A REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT IS THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT. THEREFORE, UPON THE CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT BY THE CITY DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW, THE PARTIES AND THE ESCROW AGENT SHALL PROCEED PURSUANT TO SECTION 4.11 TO CANCEL THE ESCROW. THE ESCROW HOLDER SHALL IMMEDIATELY CANCEL THE ESCROW AND PAY THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT TO 45 55 394.00049\3323920112 75A-256 THE CITY, FROM FUNDS OF THE DEVELOPER HELD IN THE ESCROW UPON ESCROW CANCELLATION. RECEIPT OF THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY UPON THE CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. Initials of Authorized City Representative Initials 'or -Authorized Developer Representative 9.3 DEVELOPER'S WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW. 9.3.1 THE DEVELOPER WAIVES ANY RIGHT TO MAINTAIN AN ACTION AGAINST THE CITY FOR SPECIFIC PERFORMANCE OF ANY TERM OR PROVISION OF THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY THE CITY, PRIOR TO THE CLOSE OF ESCROW, THE DEVELOPER SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY THE DEVELOPER IN REASONABLE RELIANCE ON THIS AGREEMENT, PRIOR TO THE DATE OF THE OCCURRENCE OF THE DEFAULT BY THE CITY, NOT TO EXCEED AN AGGREGATE AMOUNT OF ONE HUNDRED THOUSAND DOLLARS ($100,000.00): THE DEVELOPER WAIVES ANY RIGHT TO RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM A DEFAULT BY THE CITY, PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES. THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 9.3, WHICH CIVIL CODE SECTION READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 9.3.2 BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RE S OF THIS SECTION 9.3. Init1 f Xu6ihorized Developer Representative 9.4 Legal Actions. Following the Close of Escrow, either Party may institute legal action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy available to that Party under this Agreement, at law or in equity regarding any 46 55394.00049\33239203.12 75A-257 Default. Any such legal action must be instituted in the Superior Court of the State of California in and for the County, in any other appropriate court within the County, or in the United States District Court with jurisdiction in the County. 9.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.6 Indemnification. 9.6.1 Obligations. The City shall Indemnify the Developer Parties and the Developer shall Indemnify the City Parties against any wrongful intentional act or negligence of the Indemnitor. The Developer shall also Indemnify the City Parties against any and all of the following: (a) any Application made at the Developer's request; (b) any Due Diligence Investigations by the Developer; (c) use, occupancy, management or operation of the Project; (d) any agreements that the Developer (or anyone claiming through the Developer) makes regarding the Project; (e) the condition of the Project or, or of any vaults, tunnels, passageways or space under, adjoining or appurtenant to the Property; and (f) any accident, injury or damage whatsoever caused to any Person in or on the Property or the Project. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 9.6.2 Limitation on Liability of the City. Following the Close of Escrow, the Developer is and shall be responsible for operation of the Property and the Project and the City shall not be liable for any injury or damage to any property (of the Developer or any other Person) or to any Person occurring on or about the Property or the Project, except to the extent caused by the City's wrongful intentional act or negligence. 9.6.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 9.6.4 Independent of Insurance Obligations. The Developer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying the Developer's insurance or other obligations under this Agreement and is independent of the Developer's insurance and other obligations under this Agreement. The Developer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Developer's indemnification obligations under this Agreement and are independent of the Developer's indemnification and other obligations under this Agreement. 9.6.5 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. 47 55 394.00049\3323920112 75A-258 9.6.6 Independent Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to Indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a Claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an hndemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the hndemnitor's indemnity obligations under this Agreement. 9.7 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: 9.7.1 Prompt Notice. The hndemnitee shall promptly Notify the hndemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. 9.7.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the hndemnitee waives its rights to indemnity and defense for such claim. 9.7.3 Cooperation. The Indemnitee shall reasonably cooperate with the Indemnitor's defense of the Indemnitee, provided the Indemnitor reimburses the Indemnitee's actual out of pocket expenses (including Legal Costs) of such cooperation. 9.7.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not jeopardized in any way. 9.7.5 Insurance Proceeds. The Indemnitor's obligations shall be reduced by net insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification obligation. 48 55 394.00049\3323920112 75A-259 ARTICLE 10 GENERAL PROVISIONS 10.1 Incorporation of Recitals. The Recitals set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 10.2 Restrictions on Change in Management or Control of the Developer, Assignment and Transfer. 10.2.1 Restrictions. The Developer acknowledges that the qualifications and identity of the Developer are of particular importance and concern to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer represents to the City that it has not made and agrees that it will not create or suffer to be made or created, any Transfer, other than a Permitted Encumbrance either voluntarily, involuntarily or by operation of law, without the prior written approval of the City, which may be given, withheld or conditioned in the City's sole and absolute discretion until after the issuance of a Certificate of Project Completion for the Project. Any Transfer made in contravention of this Section 10.2 shall be voidable at the election of the City. The Developer agrees that the restrictions on Transfers set forth in this Section 10.2 are reasonable. City acknowledges and agrees that at any time following the issuance of the last Certificate of Completion for the Project, Developer may Transfer the Property and/or refinance the Property without City approval or complying with Section 10.2.2 below, provided that all covenants set forth in Article 5 of this Agreement, entitled "Special Development Covenants of Developer" shall survive any such Transfer or refinancing and remain in full force and effect for the duration of the Covenant Period. 10.2.2 Delivery of Transfer Documents. All instruments and other legal documents proposed to effect any proposed Transfer shall be submitted to the City for review, at least, thirty-five (35) calendar days prior to the proposed date of the Transfer, and the written approval, disapproval or conditions of the City shall be provided to the Developer, within thirty (30) calendar days following the City's receipt of the Developer's request. 10.3 Legal Challenges. The Developer acknowledges that the City is a "public entity" and/or a "public agency" as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities, including, without limitation, CEQA. Also, as a public entity, the City's action in approving this Agreement may be subject to proceedings to challenge or invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third -party legal actions related to the City's approval of this Agreement or pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City is determined to have occurred. If a third -party files a legal action regarding the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, the City may terminate this Agreement on thirty (30) days advance written Notice to the Developer of the City's intent to terminate this Agreement, referencing this Section 10.3, without any further obligation to perform the terms of this Agreement and without any liability to the Developer or 49 55 394.00049\3323920112 75A-260 any other Person resulting from such termination, unless the Developer unconditionally agrees in writing to indemnify and defend the City, with legal counsel acceptable to the City, against such third -party legal action, within thirty (30) calendar days following the date of the City's Notice of intent to terminate this Agreement, including without limitation paying all Legal Costs, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. Any such written defense and indemnity agreement between the City and the Developer must be in a separate writing and reasonably acceptable to the City in both form and substance. Nothing contained in this Section 10.3 shall be deemed or construed to be an express or implied admission that the City may be liable to the Developer or any other Person for damages or other relief alleged regarding any alleged or established failure of the City to comply with any Law. If the City and the Developer have not entered into a written defense and indemnity agreement, pursuant to this Section 10.3, within thirty (30) calendar days following the date of the City's notice of intent to terminate this Agreement, then this Agreement shall terminate, without further Notice or action by either Party, on the fortieth (40a) day following the date of the City's notice of intent to terminate this Agreement. 10.4 City Manager Implementation. The City shall implement this Agreement through its City Manager. The City Manager is hereby authorized by the City to issue approvals, interpretations, waivers and enter into certain amendments to this Agreement on behalf of the City, to the extent that any such action(s) does/do not materially or substantially change the Project or cause the City to incur any obligation exceeding Twenty -Five Thousand Dollars ($25,000). All other actions shall require the consideration and approval of the City governing body. Nothing in this Section 10.4 shall restrict the submission to the City governing body of any matter within the City Manager's authority under this Section 10.4, in the City Manager's sole and absolute discretion, to obtain the City governing body's express and specific authorization on such matter. The specific intent of this Section 10.4 is to authorize certain actions on behalf of the City by the City Manager, but not to require that such actions be taken by the City Manager, without further consideration by the City governing body. 10.5 Notices, Demands and Communications Between the Parties. 10.5.1 Notices. Any and all Notices submitted by either Party to the other Party pursuant to or as required by this Agreement shall be proper, if in writing and transmitted to the principal office of the City or the Developer, as applicable, set forth in Section 10.5.2, by one or more of the following methods: (i) messenger for immediate Personal delivery, (ii) a nationally recognized overnight (one-night) delivery service (i.e., Federal Express, United Parcel Service, etc.) or (iii) registered or certified United States Mail, postage prepaid, return receipt requested. Such Notices may be sent in the same manner to such other addresses as either Party may designate from time to time, by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service (or when delivery has been attempted twice, as evidenced by the written report of the courier service) or four (4) calendar days after it is deposited with the United States Postal Service for delivery, as provided in this Section 10.5.1. Rejection, other refusal to accept or the inability to deliver a Notice because of a changed address of which 50 55 394.00049\3323920112 75A-261 no Notice was given or other action by a Person to whom Notice is sent, shall be deemed receipt of the Notice. 10.5.2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties, as of the Effective Date: To the Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 To the City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk With courtesy copy to City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Attention: City Attorney 10.6 Warranty Against Payment of Consideration for Agreement. The Developer represents and warrants that: (i) the Developer has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of the Developer and (ii) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by the Developer or any of its agents, employees or representatives to any elected or appointed official or employee of the City in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 10.6 shall automatically terminate this Agreement, without further notice to or action by either Party and the Developer shall immediately refund any payments made to the Developer by the City pursuant to this Agreement, prior to the date of any such termination. 10.7 Relationship of Parties. The Parties each understand and agree that the City and the Developer are independent contracting entities and do not intend by this Agreement to create any partnership, j oint venture, or similar business arrangement, relationship or association between them. 10.8 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement, whether prior to or 51 55 394.00049\3323920112 75A-262 following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non -appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 10.9 Conflict of Interest. No member, officer, official or employee of the City having any conflict of interest, direct or indirect, related to this Agreement, the Property or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest. 10.10 Non -liability of Officials, Employees and Agents. No City Party shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any Default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms or conditions of this Agreement, except as may arise from the negligence or willful intentional acts of such City Party. 10.11 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean and refer to consecutive business days of the City. 10.12 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Parry has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation, drafting, and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words "include" and `including" in this Agreement shall be construed to be followed by the words: "without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to any document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word "or" in this Agreement includes the word "and." 10.13 Governing Law. The Laws of the State shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City. 10.14 City Attorney Fees and Costs. For the purposes of this Agreement, all references to reasonable attorneys' fees and costs in reference to the City are intended to include the salaries, benefits and costs of the City Attorney, as City General Counsel, and the lawyers employed in the 52 55 394.00049\3323920112 75A-263 Office of the City Attorney who provide legal services regarding the particular matter, pro -rated to an hourly rate, in addition to any fees and costs of outside counsel to the City. 10.15 Unavoidable Delay; Extension of Time of Performance. 10.15.1Notice:- Subject to -my -specific provisions of this Agreement stating that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an Unavoidable Delay, performance by either Party under this Agreement shall not be deemed, or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within ten (10) days after such Party knows of any such Unavoidable Delay; and (b) within five (5) days after such Unavoidable Delay ceases to exist. To be effective, any Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an Unavoidable Delay shall commence on the date of receipt of written Notice of the occurrence of the Unavoidable Delay by the Party not claiming an extension of time to perform due to such Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable Delay, within a reasonable time. 10.15.2ASSUMPTION OF ECONOMIC RISKS. EACH PARTY EXPRESSLY AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF EITHER PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/OR MARKET DEMAND/CONDITIONS AND WAIVE, TO THE GREATEST LEGAL EXTENT, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE. Initials of Authorized Initials of Authorized 53 5 5394.00049\33 239203.12 75A-264 Representative(s) of City Representative(s) of Developer 10.16 Real Estate Commissions. The City shall not be responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement. The Developer shall be solely responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement that are claimed by any Person engaged by the Developer relating to the Property, the Project or this Agreement. Further, the Developer shall Indemnify the City from any such claims for real estate brokerage or sales commissions, finder fees or similar charges, in accordance with Section 9.7. 10.17 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. 10.18 No Other Representations or Warranties. Except as expressly set forth in this Agreement, no Party makes any representation or warranty material to this Agreement to any other Party. 10.19 Tax Consequences. Developer acknowledges this Agreement and agrees that it shall bear any and all responsibility, liability, costs, and expenses connected in any way with any tax consequences experienced by the Developer related to this Agreement or the Close of Escrow. 10.20 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third -Person to any Party or give any third -Person any right of subrogation or action over or against any Party. 10.21 Execution in Counterparts. This Agreement may be executed in two or more counterpart originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. 10.22 Entire Agreement. 10.22. 1 Integrated Agreement. This Agreement includes 56 pages and 11 exhibits, which constitute the entire understanding and Agreement of the Parties regarding the Premises, conveyance of the Property and the other subjects addressed in this Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Premises, conveyance of the Property and the other subjects addressed in this Agreement. 10.22.2No Merger. None of the terms, covenants, restrictions, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to any portion of the Premises, any lease or sublease of any part of the Premises and this Agreement shall continue in full force and effect before and after any such instruments. 54 55 394.00049\3323920112 75A-265 10.22.3Waivers Must be in Writing. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of both the City and the Developer. 10.23 Exhibits. The exhibits attached to this Agreement are described as follows: Exhibit A: Property Legal Description Exhibit B: Performance Schedule Exhibit C: Form of City Deed Exhibit D: Form of Notice of Agreement Exhibit E: Form of Official Action of Developer Exhibit F: Scope of Development/Site Plans Exhibit G. Map of Project Site Exhibit H. Community Workforce Agreement (2017) Exhibit I. Hotel Operating Agreement Exhibit J. Option to Purchase Agreement Exhibit K. Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement 10.24 Execution of this Agreement. Following execution of three (3) counterpart originals of this Agreement and the Developer Official Action by the authorized representative(s) of the Developer and prompt delivery of such executed documents to the City this Agreement shall be subject to review and approval by the City governing body, in its sole and absolute discretion, no later than forty-five (45) calendar days after the date of such delivery to the City. If the City governing body has not approved this Agreement within the time period specified in the immediately preceding sentence, then no provision of this Agreement shall be of any force or effect for any purpose and any prior execution or approval of this Agreement by either Party shall be null and void. 10.25 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence. 10.26 No Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, or condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times. [Signatures on following page] 55 55 394.00049\3323920112 75A-266 SIGNATURE PAGE TO 2020 DISPOSITION AND DEVELOPMENT AGREEMENT (CARIBOU INDUSTRIES, INC.) IN WITNESS WHEREOF, the City and the Developer have executedthis 202QDispo�ion and Development Agreement (Caribou Industries, Inc.) by and through the signatures of their duly authorized representative(s) set forth below: CITY OF SANTA ANA: to Its: Attest: By: City Clerk By: Q)�� for City ome DEVELOPER: CARIBOU INDUSTRIES, INC. By: Name: L-- Its: By: Name: 56 55394.00049\33239203.12 75A-267 EXHIBIT "A" TO DISPOSITION AND DEVELOPMENT AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. Exhibit "A" Property Legal Description 55394.00049\33239203.12 75A-268 EXHIBIT `B" TO DISPOSITION AND DEVELOPMENT AGREEMENT PERFORMANCE SCHEDULE A. Days shall be calendar days, unless otherwise specified. B. The City Manager is authorized by the City to make minor changes to the schedule prior to the Project Completion Date resulting in an aggregate extension of the Project Completion Date of ninety (90) calendar days or less. C. All specific dates set forth in parentheses in this schedule are estimates only and not binding on the Parties. D. In the event of any conflict between this schedule and the Agreement, the terms and provisions of the Agreement shall control. E. All defined terms indicated by initial capitalization used in this schedule shall have the meanings ascribed to the same terms in the Agreement. L GENERAL PROVISIONS FUNCTION TIME OF PERFORMANCE 1. Execution of Disposition and Within fourteen (14) days after the approval of Development Agreement by the the Agreement by City Council following City. The City shall execute this receipt by City of two copies executed by Agreement, and if approved, shall Developer. deliver two (2) executed copies thereof to the Developer 2. Property Investigation. The City Within 30 days after execution of this shall transmit to Developer all Agreement. information in the City's possession with respect the environmental and physical condition of property. 3. Letter of Interest from Hotel Within 120 days after execution of this Operator or provide City with an Agreement, Developer will obtain either a Alternative Management Plan letter of interest from a recognized hotel operator or provide the City with an Alternative Management Plan. 4. Submission of Basic Concept Completed. Drawings. Developer submits Basic Concept Drawings to City. 5. City Approval or Disapproval of Completed. Basic Concept Drawings. City shall Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-269 review the Basic Concept Drawings and approve or disapprove same 6. Submission of Design Development Completed. Drawings for the Project. The Developer shall prepare and submit to the City, complete Design Development Drawings 7. Review of Design Development Completed. Drawings and Approval or Disapproval Thereof. The Planning and Building Agency shall consider and approve or disapprove the Design Development Drawings. 8. Submission of Application for Site Completed. Plan Review of the Project. The Developer shall prepare and submit to the City a complete Application for site plan review. 9. Review of Project Application and Completed. Approval or Disapproval Thereof. The Planning Commission shall consider and approve or disapprove the Application. 10. Review of Project Application and Will be completed concurrently with Approval or Disapproval Thereof. entitlement and DDA approval by City The City Council shall consider and Council. approve or disapprove the Application IL CONSTRUCTION DRAWINGS AND GRADING PLANS 11. Submission of Complete Within 8 month after City Council approval of Construction Drawings and Project, Developer will submit complete Grading Plans. Developer shall construction drawings and grading plans. submit to the Planning and Building Agency complete Construction Drawings and Grading Plans. 12. Approval of Complete Within 3 months after submittal of complete Construction Drawings. The construction drawings and grading plans, the Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-270 Planning and Building Agency shall approve or disapprove the revisions submitted by the Developer, and Developer shall be ready to obtain building permits, provided that the revisions necessary to accommodate the Planning and Building Agency's comments have been made. Planning and Building Agency will use best reasonable efforts to approve or disapprove any final revisions. III. FINANCING AND HOTEL COMMITMENT 13. Proof of Financing Commitments. Developer shall submit Proof of Financing Commitments for all of the Developer Improvements to City. Within 90 days of approval of construction drawings. 14. Proof of Hotel Operator Within 90 days of approval of construction Commitment. drawings. Developer shall submit proof of hotel operator commitment to City or shall provide proof of sufficient financing to implement the Alternative Management Plan 15. Financing for Public Improvements. Within 90 days of receipt of Developer proof City shall provide Proof of financing of financing. commitments for Public Improvements V.CONVEYANCE 16. Opening of Escrow. The City shall Within 60 days of receipt of Developer proof open an Escrow with an Escrow of financing. Agent. 17. Conditions Precedent. Developer and Within 90 days of opening of escrow. City satisfy all of their respective pre - closing conditions. 18. Demolition Schedule. Developer and Prior to close of escrow. City shall agree on an acceptable demolition schedule based upon Contractors' schedule 19. Close of Escrow for the Within 90 days from all conditions being Conveyances. City conveys the Site satisfied by both parties. subject to the Grant Deed in Exhibit C Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-271 VI. CONSTRUCTION 15. Issuance of Demolition and Grading Within 90 days of closing of escrow. Permit and Issuance of Building Permits for all of the Developer Improvements. Developer shall obtain building permits from the Planning and Building Agency for all of the Developer Improvements. 16. Commencement of Construction. Within 60 days from completion of demolition Developer shall commence grading and grading and site preparation. of the Site and construction of the Developer Improvements. 17. Completion of Construction. On or before 24 months from start of Developer shall complete construction. construction of all of the Developer Improvements. 18. Opening Date. A Conforming Hotel A conforming hotel shall open for business to shall open for business the Public within ninety (90) days after the completion of construction. Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-272 EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT FORM OF CITY DEED [Attached behind this cover page] Exhibit "C lrgAct fl AT THE REQUEST OF AND WHEN RECORDED NIAIL TO: City of Santa Ana 20 Civic Center Plaza (M-) P.O. Box 1988 Attention: City Clerk No recording fee required, this document is exempt from fee pursuant to Section 6103 of the California Government Code SPACE ABOVE THIS LINE FOR RECORDER'S USE CITY DEED (WITH REVESTMENT PROVISIONS, COVENANTS, RESTRICTIONS AND RESERVATIONS) For a valuable consideration, receipt of which is hereby acknowledged The City of Santa Ana, a California charter city in the County of Orange of the State of California ("Grantor" or "City"), hereby grants to Caribou Industries, Inc., a Nevada Corporation ("Grantee" or "Developer"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference ("Property"). 1. The Property is conveyed in accordance with and subject to that certain Disposition and Development Agreement ("DDA") dated , for reference purposes only, entered into between Grantor and Grantee, a copy of which is on file with the City at its offices as a Public Record and which is incorporated herein by reference. The DDA requires the Developer to construct and meet other requirements as set forth therein. All terms used herein shall have the same meaning as those used in the DDA. 2. The Grantee acknowledges and agrees that the Property is quitclaimed by the City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," as of the date of recordation of this City Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property. 3. As provided in the Disposition and Development Agreement, Grantee shall promptly commence and complete development of the Property in accordance with plans and specifications approved by Grantor. Construction of improvements and development of the Property (the 'Improvements") required by the Disposition and Development Exbibit "C" 1rgActM Agreement shall commence and be prosecuted diligently to completion at the time specified in, and subject to the terms of, the Disposition and Development Agreement. 3.1. Grantee shall maintain the Improvements and any other improvements on the Property in good condition and order, shall keep the Property free from accumulation of debris and waste materials and shall permit no action or inaction on the Property such that the Property detracts from the surrounding neighborhood in any substantial manner. 3.2. All obligations imposed upon Grantee herein shall bind any and all successors of Grantee; provided, however, that upon sale or conveyance of the Project, the party selling or conveying shall be relieved of any such obligation to the extent that such obligation arises after the date of sale or conveyance. 4. Grantee covenants and agrees that prior to recordation of the last Certificate of Completion for the Property: 4.1. The Grantor shall have the additional right, at its option, to re-enter and take possession of the Property and all improvements on the Property and to terminate and revest the Property in the Grantor if the Grantee or its successors in interest shall, in accordance with and subject to the terms of the Disposition and Development Agreement: 4.1.1. Fail to commence or complete the construction of the Project and/or Improvements when required by the Disposition and Development Agreement and after sixty days written notice from the Grantor of Grantee's failure to timely commence or complete construction, provided that the Grantee shall not have obtained an extension or postponement to which Grantee may be entitled or that Grantee or Grantee's lender for the project have commenced and are diligently proceeding to cure such default; or 4.1.2. Abandon or substantially suspend construction of the Project and/or Improvements for a time period in excess of forty-five (45) calendar days, either consecutively or in the aggregate, other than as a result of an Unavoidable Delay. Grantor shall provide sixty days written notice to continue such construction, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled or that Grantee or Grantee's lender for the project have commenced and are diligently proceeding to cure such default; or 4.1.3. Transfer, or suffer any involuntary transfer, of all or any part of, or interest in, the Property, in violation of the Disposition and Development Agreement or this Grant Deed. 4.2. The right to re-enter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: 4.2.1. Any mortgage or deed of trust permitted by the Disposition and Development Agreement or this Deed and duly approved by the Grantor; or Exhibit "C" �Mctfd 4.2.2. Any rights or interests provided for the protection of the holders of such mortgages or deed of trust. 4.3. The right to re-enter, repossess, terminate and revest with respect to the Property shall terminate when the last Certificate of Completion for the Project has been recorded by the Grantor. 4.4. In the event title to all or any part of the Property is revested in the Grantor as provided in this Section 4, the Grantor shall, pursuant to its responsibilities under California Law, use its best efforts to resell the Property or part as soon and in such manner as the Grantor shall find feasible to a qualified and responsible party or parties (as determined by the Grantor) who will assume the obligation of making or completing the Project and Improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified for such Property. Upon such resale of the Property the proceeds thereof shall be applied as follows: 4.4.1. First, the Grantor shall be reimbursed, on its own behalf or on behalf of the City of Santa Ana, California for all costs and expenses incurred by the Grantor, including but not limited to salaries of personnel incurred in connection with the recapture, management and resale of the Property or part (but less any income derived by the Grantor from the Property in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part (or, in the event the Property is exempt from taxation, assessment or such charges during the period of Grantor's ownership thereof, an amount equal to such taxes, assessments or charges as determined by the assessing official as would have been payable if the Property were not exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part at the time of revesting of title in the Grantor or to discharge or prevent such encumbrances or liens from attaching or being made by any subsequent successors or transferees; any expenditures made or obligations incurred with respect to the completion of the Improvements; and any amounts otherwise owed to the Grantor by the Grantee and its successors or transferee; and 4.4.2. Second, to the extent possible, the Grantee shall be reimbursed in an amount not to exceed the sum of (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof); (2) the costs incurred for the development of the Property and for the improvements existing on the Property at the time of the reentry and repossession, (3) less any gains or income withdrawn or made by the Grantee from the Property or the Improvements; and 4.4.3. Third, any balance remaining after such reimbursements shall be retained by the Grantor. 4.4.4. To the extent that this right of reverter involves a forfeiture, it must be strictly interpreted against the Grantor, the party for whose benefit it is created. This right of reverter shall, however, be interpreted in light of the fact that the Grantor is by this deed conveying the Property to the Grantee for development and not for speculation in Exhibit "C" �Mct fd undeveloped land and that such development is a material element of the consideration received by Grantor for the Property. 5. Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 5.1. Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Property, now existing or made in the future by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 5.2. Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency Exhibit "C" AA exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 5.3. Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or to any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any sum expended by the City for the removal of graffiti Property pursuant to this Section shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 6. Lien Rights. The obligations of the Developer and its successors and assigns under this Section shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 7. Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, Exhibit "C" �Uctfd number, use or occupancy of purchasers, the Developers, lessees, sub -the Developers, sub -lessees or vendees of the Property. The covenant of this Section shall be a covenant running with the land of the Property and binding on successive owners of all or any portion of the Property, until the City issues the last Certificate of Completion for the Project. 7.1. Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in - interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non-discrimination or non - segregation covenants: 7.1.1. In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 7.1.2. In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased." 7.1.3. In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub- lessees, sub -the Developers, or vendees of the premises herein transferred." The Exhibit "C 1r9ACt fd foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 8. All covenants contained in this Deed shall be covenants running with the land and equitable servitudes thereon. The covenants contained in Section 4 of this Deed shall terminate upon issuance of the last Certificate of Completion for the Project. The covenants contained in this City Deed shall remain in effect in perpetuity unless specified otherwise; provided, however, that if the state law requiring such covenants changes such that such covenants are not required to remain in effect in perpetuity, such covenants shall terminate at such earlier date as may be permitted by state law. 9. The covenants in this City Deed shall be binding for the benefit of Grantor, the City of Santa Ana and, if applicable, any successor in interest to said parties. Such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The right to exercise all of the right and remedies, and to maintain any actions at law or suits in equity or contained and this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and such aforementioned parties. 10. The covenants contained in this City Deed shall be deemed to be covenants running with the land and shall bind and benefit future purchasers, encumbrances and transferee. EXECUTED ON , 2020 in , California. Dated ATTEST: By: City Clerk APPROVED AS TO FORM: CITY: THE CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California By: Name: Its: Exhibit " C" �Mc-28Deal 0 City Attorney [NOTE: All signatures must be notarized] ExMbit "C rW-N-1- EXHIBIT "A" TO CITY DEED Exhibit "C rW-N2- RECORDING REOU111EO SY 82-3616j9 +no .vew N wKoso;e uuL Tnrw R;ee ANe. uNLess W rEC OWN 640W. YAI� T+; DTATCY[NT6 TO: rClerk of the Council +ow,... City of Santa Ana 2u Civic Center Plaza L Santa Ana, CA 92701 T@1e(4drr So. a REOWDW IN omc� RECORDS EXEMPT C1 9 oBAM M714-82 IW Le 4 arm* Slow, al war �— SPACE ABOVE THIS LINE FOR REOCIRDER'S USE 1 The underai-ned drrlarr_, that the dorumcnWrc Iran:irr tat i.cExemot ❑ '�'-+ rompu[ed on ;he full valor of the imcnsl rr ertr ronvr.'ed. - _ ...,... "- — ...... ........... and i• omputcrl on thr m " cater h . [hr valor �d lien.�,nr rnrumLmnm remoiuia� thrrrou m thr I me of .air. Thr land. mumrnr• or rea41 6 L�nv! is t ❑ unin roq., rand arra � cE[c „f Santa Ana .. .. ... ... .. ....and FOR A VALUABLE CONSIDERATION, receipt of +.hirh i, hrrcLy a�kuu.leA;;rd. The Co-�nunity Redeveioonent Agency of the City o body, corporate and oolSanta Ana, a public itic xxawpw�facef�fsalaadmfaf mr mx>,xsff>a hrrnc, CRA\TCI to The City of Santa Ana, a municinal cxgrxat ion. ;h,foll.... in: d,+rrihrd real pn,ura.'in ;h� City of Santa Ana Coun;v of Urange ..tmo of l:aGiomia: A11 that .-er tai real �roperr situata, .n tae Sta tr: Of Cali=�rr.z�, of Orange, City of >anta Ana, describe, in Ex::.b1t " and incot wrated hare.... t , att.Lred ::Ere co .:is re:erenCE. The CGmItuait_ Itedevelonment Agency of the City of Santa Ana, a Dub. is >y, corporate and politic. ATTEST: EXECUTI'JE UidcCTO$/ R GIRDING 5cCRETA:cY CHAT �ti.i\ FOR NOTARY SEAL OR S7=m %UL T\\ IT ITY.It:CI, Ire 1'ila'1 •ll�.e\ p\' IVi11�M 1". 11\F: 11'\II I'vm so glo%0. ,mVI.\FPntx.. 1'CI1 V,Mt to nL) nee 75A-283 RECORDING REQUESTED BY 82-361609 �N 'wN,tN qtG; ` tp Nw,l`T* 9 OCtO w YNIMp OTN6w s OwN Ow, N k STwTCN6NTp Tp; NN.w, Clerk of the Council , -OROW IN 2MCVUL IE ovo. .ow.ttw City of Santa Ana EXEMPT C.— , 2u Civic center Plaza C1 9 LOAM Santa Ana, CA 92701 OCT 14'92 Title OrdL Su. SPACE ABOVE THIS LINE POP RECCROER'S USE The Nd ed tf l tdm the f. i"I' mm� tea Nrkr mp ,. Shxempt ❑ .ompmni on tl,c full .aloe of the imcmo or prvlRrty Ton,ared. or i. 'od I. ................. ❑ romputcvl oe the toll cal Yr Ic. the raI., of lien, or a cumbrance, remaining thr«on m the time of ;ale The fund, rnemarte or emit.,' i, located in ❑ unBrmriromed area (if in, of .....Santa Arta .... ., ..__.. ..... . .. and FOR ,A %ALCABLE CONSIDERATION. remipt of ..hich G hereby ar@noo lalged, The Community Redevelopment Agency of the C1ty of Santa Ana, a ?ubl is Dody, corporate anc politic t � �LigtM�tdtllatllKl6Yl64Y111tOtY1t01k1h2 7 herehy6fiA?T.S, to The City of Santa Ana, a mcniclpal corporation t w a the foile.,ine de-rihcd «al pngR-:.to BYCity of Santa Ana 71 Co.", of Orange � . .mtr of (;alifomia: All that C2r td In real property Sl tuatec in OL Jthe' $LOGE O? CdLi°JrR-d, i;OCnt "1 rdnyC, C1Lv Of jdntd Ana, described in cF!:1blt " 'J ••. �.+rNH'atmd heGc1R py L;;15 r�+E ^ , at -a". d aeCCCV a ec�nce. "I.115 ig f�. r•! f 4R• A. iJ�—JCl'yU`J deed or p-R•• dn•..d• t" ln�crest In real Crop. a.+nev. -c b. 'a A•,a, o poi: cical eonF rN g .on p` �a•ad� hnLf o. th. c ¢ov. rns••n!N. ^_3 ty C;>vn••t. rgvnn• to Rrrna Offic.r m open•. on b Sc. 5a_15A of th^ L'i •y Coupe i authorl ty rn^.•^rr•,rnd by (Cant^e con s.n's t•r t_ Adeptrd on oct,>.r L p'iQq retor•tq•Sor th.r. 10.:,0• and V., of by Nv.horizrd a• _ .. 1ty MNn RC+r STATE OF CALIFORNIA) COUNTY OF ORANGE ) SS pe mod_ tF,,gi before me, a Notary Public in and for ::aid State, persona y appeare ----- -- t ('erd 3 @ and t e xecutl ve rector an A,.n r0 me to ,man and Redevelo ecor ng ecretar t e a•''— pment Agency of the Cityof Santa Ana,,�Cali foorntiaely' of the Community corporate and Politic, of public body, the State of California, and known to me tc be the Persons who executed the within instrument on behalf of said agency, and acknowledged to me that they executed the same. WITNESS my hand and official seal. mn> Signature OFFICIAL T C e NGIL�AEAL N GREEN uBPC' tAUF.RNIA a f Al. GreP ou;cE am typ o� r pri�"nted� wr mAme t�;,p, �.6c� Civil Code Sec, 1191 EXHIBIT "D" TO DISPOSITION AND DEVELOPMENT AGREEMENT FORM OF NOTICE OF AGREEMENT [Attached behind this cover page] Exhibit "D" Form Of Notice Of Agreement 55394.00049\33239203.12 75A-285 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk (Space Above Line For Use By Recorder) [Recordation of this Document Is Exempt From Fees Payable to the Recorder Under Government Section Code 27383] CITY OF SANTA ANA Notice of Agreement TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that as of, 2020, Caribou Industries, Inc., a Nevada Corporation (the "Developer") and the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), entered into an agreement entitled "Disposition and Development Agreement" (the "Agreement"). A copy of the Agreement is on file with the City Clerk and is available for inspection and copying by interested persons as a public record of the City during the regular business hours of the City. The Agreement affects the real property (the "Property") described in Exhibit "A" attached to this Notice of Agreement. The meaning of defined terms used in this Notice of Agreement shall be the same as set forth in the Agreement. PLEASE TAKE FURTHER NOTICE that the Agreement contains certain community development covenants running with the land of the Site and other agreements between the Developer and the City affecting the Site, including, without limitation, (all section references are to the Agreement): 7.1 Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 7.1.1 Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-286 improvements on or to the Property, now existing or made in the fixture by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refixse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 7.1.2 Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section 7.1. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 7.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 7.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of. (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 7.1.3 Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or to any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-287 to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any sum expended by the City for the removal of graffiti Property pursuant to this Section 7.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section 7.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 7.1.4 Lien Rights. The obligations of the Developer and its successors and assigns under this Section 8.1 shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section 7.1, including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 7.1.5 Covenant Running with the Land. The covenant of this Section 8.1 shall be a covenant running with the land of the Property, binding successive owners of the Property, throughout the Covenant Period, and shall be enforceable by the City. 7.2 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Developers, lessees, sub - the Developers, sub -lessees or vendees of the Property. The covenant of this Section 7.2 shall be a covenant running with the land of the Property and binding on successive owners of all or any portion of the Property, until the City issues the last Certificate of Completion for the Project. 7.3 Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in -interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non- discrimination or non -segregation covenants: Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-288 7.3.1 In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 7.3.2 In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased." 7.3.3 In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment ofthe premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub -lessees, sub -the Developers, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. THIS NOTICE OF AGREEMENT is dated as of 2020, and has been executed on behalf of the parties to the Agreement on the date indicated next to the signatures of their authorized officers. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument. CITY CITY OF SANTA ANA City Manager Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-289 ATTEST: City Clerk I_\ u u:Z6]V a 17_F.YI tell 1101INS a City Attorney DEVELOPER CARIBOU INDUSTRIES, INC. Its [ALL SIGNATURES MUST BE NOTARIZED] Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-290 EXHIBIT"A" TO NOTICE OF AGREEMENT Property LeEal Description [Attached behind this cover page] Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-291 EXHIBIT "A" TO NOTICE OF AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. Exhibit "D" Form Of Notice Of Agreement 55394.00049\33239203.12 75A-292 EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT FORM OF OFFICIAL ACTION OF DEVELOPER [Attached behind this cover page] Exhibit "E" Form Of Official Action Of Developer 55394.00049\33239203.12 75A-293 CERTIFICATION OF CORPORATION AUTHORITY Caribou Industries, Inc., a Nevada Corporation (the "Corporation"), does certify that any one (1) of the following named persons: i/. are, authorized and empowered for and on behalf of and in the name of the Corporation to execute and deliver that certain DISPOSITION AND DEVELOPMENT AGREEMENT, dated for reference purposes only (the "Agreement"), to purchase certain property, gener ly, located at 201 West Third Street California, to perform the other obligations of the Corporation set forth in the Agreement and all other documents to be executed in connection with the transactions contemplated in the Agreement, and to take all actions that may be considered necessary to conclude the transactions contemplated in the Agreement. The authority conferred shall be considered retroactively, and any and all acts authorized in this document that were performed before the execution of this certificate are approved and ratified. The authority conferred shall continue in full force and effect until the City shall have received notice in writing from the Corporation of the revocation of this certificate. We further certify that the activities covered by the foregoing certifications constitute duly authorized activities of the Corporation; that these certifications are now in full force and effect; and that there is no provision in any document under which the Corporation is organized and/or that governs the Corporation's continued existence limiting the power of the undersigned to make the certifications set forth in this certificate, and that the same are in conformity with the provisions of all such documents. Corporation: Name: Title: Name: Exlribit "E" Form Of Official Action Of Developer 55394.00049\33239203.12 75A-294 EXHIBIT "F-1" AND EXHIBIT "F-2" TO DISPOSITION AND DEVELOPMENT AGREEMENT Scope of Development/Site Plans �i11�Lp �!�,. ��, ❑ dlh© .IRE I10—ell Iiffi III-_II II III=1I, p�p, �II e� [TI �i �'►'�„I�II�,� I� � I ■ _ � II -II II�.II II�II III�II II pal II�II������II��I � ������ ������ ������ :�Z. h I ll��ll�ll r♦ Scope of Development 171 Residential Units 75 Room Hotel 13,419 Commercial Space 46 Parking spaces 444 Parking Spaces Exhibit "F" Scope of Development/Site Plan 55394.00049A33239203.12 75A-295 EXHIBIT "G" TO DISPOSITION AND DEVELOPMENT AGREEMENT Map of Proiect Site THIS HAP WAS PREPARED FOR 094N-E LOONfY ASSESSOR 0£11. Pom''S OIL,. iAE ASE50N mAKES NO ouARAhTlE AS 10 ITS ACCUFAC( N01 ASSOIAES MY L145H I rr FOR OINEH USES. R9r r0 OF HCP,400UC10. ALL RIGHTS PLL''SDI ® LOPM(GHI ORA@Gf COy'O' ASSESSOP LOa6 25 M. 55394.00049A33239203.12 201 West 3rd Street, Santa Ana CA 92701 APN: 3 98-264-13 25 § FOURTH auu xw I uln' ea• TOWN OF I STREET e a avr u• qs n $ 7 + IR 0 r¢ 9% a + O O 5 6 O + 5 I ua . I v 5 — 14 a. BLK. 12 R i Q 264 i &K. if I .O s Sla ____'r 2 1 's YHd4D Exhibit "G" Map of Project Site 75A-296 STREET "a EXHIBIT "H" TO DISPOSITION AND DEVELOPMENT AGREEMENT COMMUNITY WORKFORCE AGREEMENT (2017) Exhibit "H" (Community Workforce Agreement (2017)) 55 394.00049\3323920112 75A-297 INSURANCE NOT REQUIRED A-2017-189 WORK MAY PROCEED CLERK OF CO INCIL naTF: SEP 01 201 t 6� d' C AO tz) y,omkk (arvA(t%D COMMUNITY WORKFORCE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA LOS ANGELESJORANGE COUNTIES BUILDING AND CONSTRUCTION TRADES COUNCIL AND THE SIGNATORY CRAFT COUNCILS AND UNIONS 75A-298 TABLE OF CONTENTS Page ARTICLE l DEFINITIONS 3 ARTICLE 2 SCOPE OF THE AGREEMENT 5 ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT 8 ARTICLE 4 UNION ACCESS AND STEWARDS 12 ARTICLE 5 WAGES AND BENEFITS 13 ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS 14 ARTICLE 7 WORK STOPPAGES AND LOCKOUTS 16 ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES 20 ARTICLE 9 MANAGEMENT RIGHTS 21 ARTICLE 10 SETTLEMENT OF GRIEVANCES AND DISPUTES 23 ARTICLE 11 REGULATORY COMPLIANCE 25 ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY 25 ARTICLE 13 TRAVEL AND SUBSISTENCE 26 ARTICLE 14 APPRENTICES 26 ARTICLE 15 WORKING CONDITIONS 27 ARTICLE 16 PRE -JOB CONFERENCES 28 ARTICLE 17 LABOR/MANAGEMENT COOPERATION 28 ARTICLE 18 SAVINGS AND SEPARABILITY 29 ARTICLE 19 WAIVER 29 ARTICLE 20 AMENDMENTS 29 ARTICLE 21 DURATION OF THE AGREEMENT 30 ATTACHMENT A — LETTER OF ASSENT 33 ATTACHMENT B — ZIP CODES 34 ATTACHMENT C — CRAFT REQUEST FORM 39 ATTACHMENT D — LIST OF NEUTRAL ARBITRATORS 41 ATTACHMENT E— SUBSTANCE ABUSE POLICY 42 Final Draft Community Workforce Agreement 6.22.17 2 City of Santa Ana 75A-299 CITY OF SANTA ANA COMMUNITY WORKFORCE AGREEMENT This Community Workforce Agreement ("Agreement") is entered into effective as of 2017, by and between the City of Santa Ana, a municipal corporation ("City"), the Los Angeles/Orange Counties Building and Construction Trades Council ("Trades Council"), and the signatory Craft Councils and Local Unions signing this Agreement (collectively, the "Union" or "Unions"). This Agreement establishes the labor relations policies and procedures for the City, the Contractors awarded contracts for Project Work and for the crafts persons employed by the Contractors and represented by the Unions engaged in the Project Work as more fully described below. The City, Trades Council and Unions are hereinafter referred to herein, as the context may require, as "Party" or "Parties." It is understood by the Parties to this Agreement that for the duration of this Agreement, it shall be the policy of the City for all Project Work (as defined in Section 2.2.) to be contracted exclusively to Contractors who agree to execute and be bound by the terms of this Agreement, directly or through the Letter of Assent (a form of which is attached as "Attachment A"), and to require each of its subcontractors, of whatever tier, to become so bound. The City shall include, directly or by incorporation by reference, the requirements of this Agreement in the advertisement of and/or specifications for each and every contract for Project Work to be awarded by the City. It is further understood that the City shall actively administer and enforce the obligations of this Agreement to ensure that the benefits envisioned from it flow to all Parties, the Contractors and crafts persons working under it, and the residents of the City. The City shall therefore designate a "CWA Administrator," either from its own staff or an independent contractor, to serve as the City's liaison for Contractors and other persons; monitor compliance with this Agreement; assist, as the authorized representative of the City, in developing and implementing the programs referenced herein, all of which are critical to fulfilling the intent and purposes of the Parties and this Agreement; and to otherwise implement and administer this Agreement. ARTICLE 1 DEFINITIONS Section 1.1 "Agreement" or "CWA" means this Community Workforce Agreement. Section 1.2 "Apprentice" means those employees indentured and participating in a Joint Labor/Management Apprenticeship Program approved by the State of California, Department of Industrial Relations, Division of Apprenticeship Standards. Section 1.3 "Construction Contract" or "Construction Contracts" means any contract entered into by the City, for the construction of Project Work as specified in Section 2.2. Section 1.4 "Contractor" means any individual firm, partnership or corporation, or combination thereof, including joint ventures, which is an independent business enterprise and which has entered into a Construction Contract with the City or any of its contractors or any of Final Draft Community Workforce Agreement 6.22.17 3 City of Santa Ana 75A-300 the City's or contractor's subcontractors of any tier, with respect to the construction of any part of a Project under contract terms and conditions approved by the City and which incorporate this Agreement. Section 1.5 "City" means the City of Santa Ana. Section 1.6 "Joint Labor/Management Apprenticeship Program" means a joint Union and Contractor administered apprenticeship program certified by the State of California, Department of Industrial Relations, Division of Apprenticeship Standards. Section 1.7 "Letter of Assent" means the document that each Contractor (of any tier) must sign and submit to the City before beginning any Project Work, which formally binds such Contractor(s) to adherence to all the forms, requirements and conditions of this Agreement in the form attached hereto as "Attachment A." Section 1.8 "CWA Administrator" means the City's authorized representative who will be the liaison between the City, Contractors, and the Unions; responds to inquiries about the CWA; charged with monitoring compliance with the CWA, developing and implementing programs set forth in the CWA including but not limited to grievance procedures. Section 1.9 "Project", "Project Work" or "City Project" means the demolition and construction work to be performed on City property or within easements secured by the City consisting of the construction of public works, pursuant to a Construction Contract entered into by the City Section 1.10 "Specialty Contracts" means a contract for Project Work with a specialty contractor which is either limited to a particular single trade or craft or limited to a singular scope of work (i.e. installing a toilet.) Section 1.l l "Master Labor Agreements" means the local collective bargaining agreements of the signatory Unions having jurisdiction over the Project Work and which have signed this Agreement. Section 1.12 "Subscription Agreement" means the contract between a Contractor and a Union's Labor/Management Trust Fund(s) that allows the Contractor to make the appropriate fringe benefit contributions in accordance with the terms of the Master Labor Agreements. Section 1.13 The use of masculine or feminine gender or titles in this Agreement should be construed as including both genders and not as gender limitations unless the Agreement clearly requires a different construction. Further, the use of Article titles and/or Section headings are for information only, and carry no legal significance. Final Draft Community Workforce Agreement 6,22.17 4 City of Santa Ana 75A-301 ARTICLE 2 SCOPE OF THE AGREEMENT Section 2.1 General This Agreement shall apply to all of the City's Project Work, as defined in Section 1.9, performed by those Contractor(s) of whatever tier that have contracts awarded for such work, for the development of the City's facilities which, jointly, constitute the Project, and have been designated by the City for construction or rehabilitation. Section 2.2 Specific Project Work covered by this Agreement is defined and limited to: 2.2.1 All construction and major rehabilitation work pursuant to "prime multi -trade construction_ contracts" that exceed two hundred and fifty thousand dollars ($250,000) and all subcontracts flowing from these prime multi -trade contracts; and 2.2.2 All prime "Specialty Contracts," as defined in Section 1.10 that exceed one hundred thousand ($100,000) and all subcontracts flowing from these specialty contracts; and 2.2.3 The City may, at any time and at its sole discretion, determine to build additional buildings, facilities, and other projects under this Agreement which are not otherwise covered as Project Work. 2.2.4 This Agreement is not intended to, and shall not apply to any work performed at any time prior to the effective date, or after the expiration or termination of this Agreement, except as otherwise provided herein. This Agreement shall in no way limit the City's right to terminate, modify or rescind any construction contract and/or any related subcontract or agreement. Should the City remove or terminate any contract or agreement for construction that does not fall within the scope of this Agreement and thereafter authorize that work be commenced on any contract for such construction, the contract for construction shall be performed under the terms of this Agreement. Section 2.3 Bundling of Contracts 2.3.1 The City, in its sole discretion, may seek to group (or "bundle") for bidding, contracts not meeting the threshold of Section 2.2 above. (Small contracts for like types of work, scheduled to be undertaken at the same facility or on the same project site, and within the same timeframe, will be considered for such bundling, consistent with economies of scale, and the purposes of this Agreement); and 2.3.2 Project Work will not be intentionally split, divided or otherwise separated for contract award purposes to avoid application of this Agreement. Section 2.4 Applicability This Agreement shall not apply to any work of any Contractor other than that on Project Work specifically covered by this Agreement. Section 2.5 Exclusions Items specifically excluded from the scope of this Agreement include the following: Final Draft Community Worldorce Agreement 6.22.17 5 City of Santa Ana 75A-302 2.5.1 Work of non -manual employees, including but not limited to: superintendents; teachers; supervisors (except those covered by Master Labor Agreements above the level of general foreman); staff engineers; time keepers; mail carriers; clerks; office workers; messengers; guards; safety personnel; emergency medical and first aid technicians; and other professional, engineering, executive, administrative, supervisory and management employees; 2.5.2 Equipment and machinery owned or controlled and operated by the City; 2.5.3 All off -site manufacture and handling of materials, equipment or machinery; provided, however, that lay down or storage areas for equipment or material and manufacturing (prefabrication) sites, dedicated solely to the Project, and the movement of materials or goods between such locations and a Project site are within the scope of this Agreement; 2.5.4 All work performed by City employees, the CWA Administrator, design teams (including, but not limited to architects engineers and master planners), or any other consultants for the City (including, but not limited to, project managers and construction managers and their employees where not engaged in Project Work) and their sub -consultants, and other employees of professional service organizations, not performing manual labor within the scope of this Agreement; provided, however, that it is understood and agreed that Building/Construction Inspector and Field Soils and Materials Testers (Inspectors) are a covered craft under the Agreement. This inclusion applies to the scope of work defined in the State of California Wage Determination for said Craft. This shall also specifically include such work where it is referred to by utilization of such terms as "quality control' or "quality assurance." Every Inspector performing under the wage classification of 'Building/Construction Inspector and Field Soils and Material Testers under a professional services agreement or a construction contract shall be bound to all applicable requirements of the PLA. Covered Work as defined by this Agreement shall be performed pursuant to the terms and conditions of this Agreement regardless of the manner in which the work was awarded; 2.5.5 Any work performed near, or leading to a site of work covered by this Agreement and undertaken by state, county or other governmental bodies, or their Contractors; or by public utilities, or their Contractors; and/or by adjacent third party landowners; and/or by the City or its Contractors (for work which is not within the scope of this Agreement); 2.5.6 Off -site maintenance of leased equipment and on -site supervision of such work; 2.5.7 Work by employees of a manufacturer or vendor supervising the work of Craft employees under this Agreement, necessary to maintain such manufacturer's or vendor's warranties or guaranty; 2.5.8 Non -construction support services contracted by the City, City consultants, the CWA Administrator, or Contractor in connection with a Project; 2.5.9 Laboratory work for testing. Final Draft Community Workforce Agreement 6,22.17 6 City of Santa Ana 75A-303 2.5.10 Coverage Exception This Agreement shall not apply if the City receives funding or assistance from any Federal, State, local or other public entity for the Construction Contract if a requirement, condition or other term of receiving that funding or assistance, at the time of the awarding of the contract, is that the City not require, bidders, contractors, or other persons or entities to enter into an agreement with one or more labor organizations. The City agrees that it will make every effort to establish the enforcement of this Agreement with any governmental agency or granting authority. Section 2.6 Awarding of Contracts for Project Work 2.6.1 The City and/or the Contractors, as appropriate, have the absolute right to award contracts or subcontracts on Project Work to any Contractor notwithstanding the existence or non-existence of any agreements between such Contractor and any Union parties, provided only that such Contractor is ready, willing, and able to execute and comply with this Agreement should such Contractor be awarded work covered by this Agreement. 2.6.2 It is agreed that all Contractors of whatever tier, who have been awarded Project Work contracts, shall be required to accept and be bound to the terms and conditions of this Agreement, and shall evidence their acceptance by the execution of the Letter of Assent set forth in "Attachment A" hereto, prior to the commencement of any Project Work. At the time that any Contractor enters into a subcontract with any subcontractor of any tier providing for the performance of the construction contract, the Contractor shall provide a copy of this Agreement to said subcontractor and shall require the subcontractor, as a part of accepting the award of a construction subcontract, to agree in writing in the form of a Letter of Assent to be bound by each and every provision of this Agreement prior to the commencement of work on the Project. No Contractor or subcontractor shall commence Project Work without having first provided a copy of the Letter of Assent as executed by it to the CWA Administrator and to the Trades Council before the commencement of Project Work. Section 2.7 Master Labor Agreements 2.7.1 The provisions of this Agreement, including the Master Labor Agreements as such may be changed from time -to -time and which also are incorporated herein by reference, shall apply to Project Work. This Agreement is not intended to supersede such Master Labor Agreements between any of the Employers performing construction work on the Project and a Union signatory thereto except to the extent the provisions of this Agreement are inconsistent with such Master Labor Agreements, in which event the provisions of this Agreement shall apply. However, such does not apply to work performed under the National Cooling Tower Agreement, the National Stack Agreement, the National Transit Division Agreement (NTD), work within the jurisdiction of the International Union of Elevator Constructors, and all instrument calibration and loop checking work performed under the terms of the UA/1BE W Joint National Agreement for Instrument and Control Systems Technicians except that Article 9 dealing with Strikes, Work Stoppages and Lock -Outs, Work Assignments and Jurisdictional Disputes, and Settlement of Grievances and Disputes shall apply to such work. Where a subject is covered by the provisions of a Master Labor Agreement and not in conflict with the provisions of this Agreement, the provisions of the Master Labor Agreement shall apply. It is specifically Final Draft Community Workforce Agreement 6.22.17 7 City of Santa Ana 75A-304 agreed that no later agreement shall be deemed to have precedence over this Agreement unless signed by all parties signatory hereto who are then currently employed or represented at the Project. Any dispute as to the applicable source between this Agreement and any Master Labor Agreements for determining the wages, hours of working conditions of employees on this Project shall be resolved under the procedures established in Article 10. 2.7.2 It is understood that this Agreement, together with the referenced Master Labor Agreements, constitutes a self-contained, stand-alone agreement and by virtue of having become bound to this Agreement, the Contractor will not be obligated to sign any other local, area or national collective bargaining agreement as a condition of performing work within the scope of this Agreement (provided, however, that the Contractor may be required to sign a uniformly applied, non-discriminatory Subscription Agreement at the request of the trustees or administrator of a bust fund established pursuant to Section 302 of the Labor Management Relations Act, and to which such Contractor is bound to make contributions under this Agreement, provided that such Subscription Agreement does not purport to bind the Contractor beyond the terms and conditions of this Agreement and/or expand its obligation to make contributions pursuant thereto). It shall be the responsibility of the prime Contractor to have each of its subcontractors sign the appropriate Subscription Agreement, with the appropriate Craft Union prior to the subcontractor beginning work on Project Work. Section 2.8 Binding Signatories Only This Agreement shall only be binding on the signatory Parties hereto, and shall not apply to the parents, affiliates, subsidiaries, or other ventures of any such Party not performing Project Work. Section 2.9 Other City Work Nothing contained herein shall be interpreted to prohibit, restrict, or interfere with the performance of any other operation, work or function not covered by this Agreement, which may be performed by City employees or contracted for by the City for its own account, on its property or in and around a'Project site. Section 2.10 Separate Liability It is understood that the liability of the Contractor(s) and the liability of the separate Unions under this Agreement shall be several and not joint. The Unions agree that this Agreement does not have the effect of creating any joint employment status between or among the City or CWA Administrator and/or any Contractor. Section 2.11 Completed Project Work As areas of Project Work are accepted by the City, this Agreement shall have no further force or effect on such items or areas except where the Contractor is directed by the City or its representatives to engage in repairs, modification, check- out and/or warranties functions required by its contract(s) with the City under the original contract. ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT Section 3.1 Reco nip tion The Contractor recognizes the Trades Coimcil and the Unions as the sole and exclusive bargaining representative for the employees engaged in Project Work. Final Drain. Community Workforce Agreement 6.22.17 8 City of Santa Ana 75A-305 Contractors further recognize that the Unions shall be the primary source of all craft labor employed on the Projects. In the event that a Contractor has its own core workforce, said Contractor shall follow the procedures outlined below. Section 3.2 Contractor Selection of Employees The Contractor shall have the right to determine the competency of all employees, the number of employees required, the duties of such employees within their craft jurisdiction, and shall have the sole responsibility for selecting employees to be laid off, consistent with Section 3.3 and Section 4.3, below. The Contractor shall also have the right to reject any applicant referred by a Union for any reason, subject to any reporting pay required by Section 6.6; provided, however, that such right is exercised in good faith and not for the purpose of avoiding the Contractor's commitment to employ qualified workers through the procedures endorsed in this Agreement. Section 3.3 Referral Procedures 3.3.1 For signatory Unions now having a job referral system contained in a Master Labor Agreement, the Contractor agrees to comply with such system and it shall be used exclusively by such Contractor, except as modified by this Agreement. Such job referral system will be operated in a nondiscriminatory manner and in full compliance with federal, state, and local laws and regulations which require equal employment opportunities and non- discrimination. All of the foregoing hiring procedures, including related practices affecting apprenticeship, shall be operated so as to consider the goals of the City to encourage employment of City residents on the Project, and to facilitate the ability of all Contractors to meet their employment needs. 3.3.2 The local Unions will exert their best efforts to recruit and refer sufficient numbers of skilled craft workers to fulfill the labor requirements of the Contractor, including specific employment obligations to which the Contractor may be legally and/or contractually obligated; and to refer apprentices as requested to develop a larger, skilled workforce. The Unions will work with their affiliated regional and national unions, and jointly with the CWA Administrator and others designated by the City, to identify and refer competent craft persons as needed for Project Work, and to identify and hire individuals, particularly residents of the City, for entrance into joint labor/management apprenticeship programs, or to participate in other identified programs and procedures to assist individuals in qualifying and becoming eligible for such apprenticeship programs, all maintained to increase the available supply of skilled craft personnel for Project Work and future constriction of maintenance work to be undertaken by the City. 3.3.3 The Union shall not knowingly refer an employee currently employed by a Contractor on a covered Project to any other Contractor. Section 3.4 Non -Discrimination in Referral, Employment, and Contracting The Unions and Contractors agree that they will not discriminate against any employee or applicant for employment in hiring and dispatching on the basis of race, color, religion, sex, gender, national origin, age, membership in a labor organization, sexual orientation, political affiliation, marital status or disability. Further, it is recognized that the City has certain policies, programs, and Final Drall Community Workforce Agreement 6.22.17 9 City of Santa Ana 75A-306 goals for the utilization of local small business enterprises. The Parties shall jointly endeavor to assure that these commitments are fully met, and that any provisions of this Agreement which may appear to interfere with local small business enterprises successfully bidding for work within the scope of this Agreement shall be carefully reviewed, and adjustments made as may be appropriate and agreed upon among the Parties, to ensure full compliance with the spirit and letter of the City's policies and commitment to its goals for the significant utilization of local small businesses as direct Contractors or suppliers for Project Work. Section 3.5 Employment of City Residents 3.5.1 The Unions and Contractors agree that, to the extent allowed by law, and as long as they possess the requisite skills and qualifications, the Unions will exert their best efforts to refer and/or recruit sufficient numbers of skilled craft "Local Residents" as defined herein, as well as Veterans, to fulfill the requirements of the Employers. In recognition of the fact that the City and the communities surrounding Project Work will be impacted by the construction of the Project Work, the parties agree to support the hiring of workers from the residents of these surrounding areas, as well as Veterans, for Project Work. Towards that end, the Unions shall exert their best efforts to encourage and provide referrals and utilization of qualified workers residing in those U. S. Postal Service zip codes which overlap all of the City of Santa Ana, as set forth in "Attachment B" attached hereto, as well as Veterans, regardless of where they reside. If the Unions cannot provide the Contractors in the attainment of a sufficient number of Veterans and Local Residents from within the first tier zip codes, the Unions shall exert their best efforts to then recruit and identify for referral Local Residents residing within Orange Comity. 3.5.2 A goal of 30% of the total work hours shall be performed from workers residing within the areas described in Section 3.5.1, as well as Veterans, regardless of where they reside. 3.5.3 The Unions agree to support the operation of pre -apprentice referral programs in the City. Further, the Unions agree to place on their referral roles or in their apprentice training programs, as appropriate and needed, qualified persons sent to them by designated City organizations or other organizations working with the City to increase construction industry work opportunities for City residents. Section 3.6 Requirements on Contractors To facilitate the dispatch of Local Residents and Veterans, all Contractors will be required to utilize the Craft Employee Request Form whenever they are requesting the referral of any employee from a Union referral list for any Covered Project, a sample of which is attached as "Attachment C." When Local Residents and Veterans are requested by the Employers, the Unions will refer such workers regardless of their place in the Unions' hiring halls' list and normal referral procedures. Section 3.7 Helmets to Hardhats The Contractors and the Unions recognize a desire to facilitate the entry into the building and construction trades of Veterans who are interested in careers in the building and construction industry. The Contractors and Unions agree to utilize the services of non-profit Veterans support organizations, including but not limited to, the Center for Military Recruitment, Assessment and Veterans Employment (hereinafter "Center") and the Center's "Helmets to Hardhats" program to serve as a resource for preliminary orientation, Final Draft Community Workforce Agreement 6.22.17 10 City of Santa Ana 75A-307 assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the Parties. For purposes of this Agreement the term "Eligible Veteran" shall have the same meaning as the term "veteran" as defined under Title 5, Section 2108(1) of the United States Code as the same may be amended or re -codified from time to time. It shall be the responsibility of each qualified applicant to provide the Unions with proof of his/her status as an Eligible Veteran. 3.7.1 The Unions and Contractors agree to coordinate with non-profit Veteran organizations, including, the Center to create and maintain an integrated database of veterans interested in working on this Project Work and of apprenticeship and employment opportunities for working on Project Work. To the extent permitted by law, the Unions will give credit to such Veterans for bona fide, provable past experience. Section 3.8 Core Employees 3.8.1 Contractors not currently signatory to a Master Labor Agreement may employ, as needed, first, a member of his core workforce, then an employee through a referral from the appropriate Union hiring hall, then a second core employee, then a second employee through the referral system, and so on until a maximum of five (5) core employees are employed, thereafter, all additional employees in the affected trade or craft shall be requisitioned from the craft hiring hall in accordance with Section 3.3. In the laying off of employees, the number of core employees shall not exceed one-half plus one of the workforce for an employer with 10 or fewer employees, assuming the remaining employees are qualified to undertake the work available. As part of this process, and in order to facilitate the contract administration procedures, as well as appropriate fringe benefit fund coverage, all Contractors shall require their core employees and any other persons employed other than through the referral process, to register with the appropriate Union hiring hall, if any, prior to their first day of employment at a project site. 3.8.2 The core work force is comprised of those employees whose names appeared on the Contractor's active payroll for sixty (60) of the one hundred (100) working days immediately before award of Project Work to the Contractor; who possess any license required by state or federal law for the Project Work to be performed; who have the ability to safely perform the basic functions of the applicable trade and who have been residing within Orange County for the one hundred (100) working days immediately prior to the award of Project Work to the Contractor. 3.8.3 Prior to each Contractor perfom7ing any work on the Project, each Contractor shall provide a list of his core employees to the CWA Administrator and the Trades Council. Failure to do so will prohibit the Contractor from using any core employees. Upon request by any Party to this Agreement, the Contractor hiring any core employee shall provide satisfactory proof (i.e., payroll records, quarterly tax records, driver's license, voter registration, postal address and such governmental documentation) evidencing the core employee's qualification as a core employee to the CWA Administrator and the Trades Council. Final Draft Community Workforce Agreement 6.22.17 11 City of Santa Ana 75A-308 Section 3.9 Time for Referral If any Union's registration and referral system does not fulfill the requirements for specific classifications requested by any Contractor within forty-eight (48) hours (excluding Saturdays, Sundays and holidays), that Contractor may use employment sources other than the Union registration and referral services, and may employ applicants meeting such classification from any other available source. The Contractors shall inform the Union of any applicants hired from other sources and such applicants shall register with the appropriate hiring hall, if any, before commencing work. Section 3.10 Lack of Referral Procedure If a signatory Union does not have a job referral system as set forth in Section 3.3 above, the Contractors shall give the Union equal opportunity to refer applicants. Contractors shall notify the Union of employees so hired, as set forth in Section 3.5. Section 3.11 Union Membership No employee covered by this Agreement shall be required to join any Union as a condition of being employed, or remaining employed, for the completion of Project Work; provided, however, that any employee who is a member of the referring Union at the time of referral shall maintain that membership in good standing while employed under this Agreement. All employees shall, however, be required to comply with the Union security provisions of the applicable Master Labor Agreement for the period during which they are performing on -site Project Work to the extent, as permitted by law, of rendering payment of the applicable monthly and working dues only, as uniformly required of all craft employees while working on the Project and represented by the applicable signatory Union. Section 3.12 Individual Seniority Except as provided in Section 4.3, individual seniority shall not be recognized or applied to employees working on Project Work; provided, however, that group and/or classification seniority in a Union's Master Labor Agreement as of the effective date of this Agreement shall be recognized for purposes of layoffs. Section 3.13 Foremen The selection and number of craft foreman and/or general foreman shall be the responsibility of the Contractor. All foremen shall take orders exclusively from the designated Contractor representatives. Craft foreman shall be designated as working foreman at the request of the Contractors. Section 3.14 Out of State Workers In detenriming compliance with the targeted hiring goals of Section 3.5 above, hours of Project Work performed by residents of states other than California will be excluded from the calculation. ARTICLE 4 UNION ACCESS AND STEWARDS Section 4.1 Access to Project Sites Authorized representatives of the Union shall have access to Project Work, provided that they do not interfere with the work of employees and further provided that such representatives shall notify the person charged with on -site project supervision and fully comply with posted visitor, security and safety rules. Final Draft Community Workforce Agreement 622.17 12 City of Santa Ana 75A-309 Section 4.2 Stewards 4.2.1 Each signatory Union shall have the right to dispatch a working journeyperson as a steward for each shift, and shall notify the Contractor in writing of the identity of the designated steward or stewards prior to the assumption of such person's duties as steward. Such designated steward or stewards shall not exercise any supervisory functions. There will be no non -working stewards. Stewards will receive the regular rate of pay for their respective crafts. 4.2.2 In addition to his/her work as an employee, the steward should have the right to receive, but not to solicit, complaints or grievances and to discuss and assist in the adjustment of the same with the employee's appropriate supervisor. Each steward should be concerned only with the employees of the steward's Contractor and, if applicable, subcontractor(s), and not with the employees of any other Contractor. A Contractor will not discriminate against the steward in the proper performance of his/her Union duties. 4.2.3 When a Contractor has multiple, non-contiguous work locations at one site, the Contractor may request and the Union shall appoint such additional working stewards as the Contractor requests to provide independent coverage of one or more such locations. In such cases, a steward may not service more than one work location without the approval of the Contractor. 4.2.4 The stewards shall not have the right to determine when overtime shall be worked or who shall work overtime. Section 4.3 Steward Layoff/Discharge Contractor agrees to notify the appropriate Union twenty-four (24) hours before the layoff of a steward, except in the case of disciplinary discharge for just cause. If the steward is protected against such layoff by the provisions of the applicable Master Labor Agreement, such provisions shall be recognized when the steward possesses the necessary qualifications to perform the remaining work. In any case in which the steward is discharged or disciplined for just cause, the appropriate Union will be notified immediately by the Contractor, and such discharge or discipline shall not become final (subject to any later filed grievance) until twenty-four (24) hours after such notice has been given. ARTICLE 5 WAGES AND BENEFITS Section 5.1 Wages All employees covered by this Agreement shall be classified in accordance with work performed and paid by the Contractors the hourly wage rates for those classifications in compliance with the applicable prevailing wage rate determination established pursuant to applicable law. If a prevailing rate increases under law, the Contractor shall pay that rate as of its effective date under the law. This Agreement does not relieve Contractors directly signatory to a Master Labor Agreement with one of the Unions signing this Agreement from paying all of the wages set forth in such Agreements. Final Draft Community Workforce Agreement 6.22.17 13 City of Santa Ana 75A-310 Section 5.2 Benefits 5.2.1 Contractors shall pay contributions to the established employee benefit funds in the amounts designated in the appropriate Master Labor Agreement and make all employee — authorized deductions in the amounts designated in the appropriate Master Labor Agreement, however, such contributions shall not exceed the contribution amounts set forth in the applicable prevailing wage determination. This Agreement does not relieve Contractors directly signatory to one or more of the Master Labor Agreements from making all contributions set forth in those Master Labor Agreements without reference to the foregoing. 5.2.2 The Contractor adopts and agrees to be bound by the written terms of the applicable, legally established, trust agreement(s) specifying the detailed basis on which payments are to be made into, and benefits paid out of, such trust funds for its employees. The Contractor authorizes the Parties to such trust funds to appoint trustees and successor trustees to administer the trust funds and hereby ratifies and accepts the trustees so appointed as if made by the Contractor. 5.2.3 Each Contractor and subcontractor is required to certify to the CWA Administrator that it has paid all benefit contributions due and owing to the appropriate Trust(s) prior to the receipt of its final payment and/or retention. Further, upon timely notification by a Union to the CWA Administrator, the CWA Administrator shall work with any prime Contractor or subcontractor who is delinquent in payments to assure that proper benefit contributions are made, to the extent of requesting the City or the prime Contractor to withhold payments otherwise due such Contractor, until such contributions have been made or otherwise guaranteed. Section 5.3 Wage Premiums Wage premiums, including but not limited to pay based on height of work, hazard pay, scaffold pay and special skills shall not be applicable to work under this Agreement, except to the extent provided for in any applicable prevailing wage determination. ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS Section 6.1 Hours of Work Eight (8) hours per day between the hours of 6:00 a.m. and 5:30 p.m., plus one-half ('/Z) hour unpaid lunch approximately mid -way through the shift, shall constitute the standard work day. Forty (40) hours per week shall constitute a regular week's work. The work week will start on Sunday and conclude on Saturday. The foregoing provisions of this Article are applicable unless otherwise provided in the applicable prevailing wage determination, or unless changes are permitted by law and such are agreed upon by the Parties. Nothing herein shall be construed as guaranteeing any employee eight (8) hours per day or forty (40) hours per week, or a Monday through Friday standard work schedule. Section 6.2 Place of Work Employees shall be at their place of work (as designated by the Contractor), at the starting time and shall remain at their place of work, performing their assigned functions, until quitting time. The place of work is defined as the gang or tool box or equipment at the employee's assigned work location or the place where the foreman gives Final Draft Community Workforce Agreement 6.22.17 14 City of Santa Ana 75A-311 instructions. The Parties reaffirm their policy of a fair day's work for a fair day's wage. Except as provided in Section 6.6, there shall be no pay for time not worked unless the employee is otherwise engaged at the direction of the Contractor. Section 6.3 Overtime Overtime shall be paid in accordance with the requirements of the applicable prevailing wage determination. There shall be no restriction on the Contractor's scheduling of overtime or the nondiscriminatory designation of employees who will work overtime. There shall be no pyramiding of overtime (payment of more than one form of overtime compensation for the same hour) under any circumstances. Section 6.4 Shifts and Alternate Work Schedules 6.4.1 Alternate starting and quitting time and/or shift work may be performed at the option of the Contractor upon three (3) days' prior notice to the affected Union(s), unless a shorter notice period is provided for in the applicable Master Labor Agreement If two shifts are worked, each shall consist of eight (8) hours of continuous work exclusive of a one-half ('/2) hour non -paid lunch period, for eight (8) hours pay. The last shift shall start on or before 6:00 p.m. The first shift starting at or after 6:00 a.m. is designated as the first shift, with the second shift following. 6.4.2 Contractors, the Trades Council and the Union recognize the economic impact upon the City and City residents of the Project being widertaken by the City and agree that all Parties to this Agreement desire and intend Project Work to be undertaken in a cost efficient and effective manner to the highest standard of quality and craftsmanship. Recognizing the economic conditions, the Parties agree that, except to the extent permitted by law, employees performing Project Work shall not be entitled to any differentials or additional pay based upon the shift or work schedule of the employees. Instead, all employees working on Project Work shall be paid at the same base rate regardless of shift or work schedule worked. 6.4.3 Because of operational necessities, the second shift may, at the City's direction, be scheduled without the preceding shift having been worked. It is recognized that the City's operations and/or mitigation obligations may require restructuring of normal work schedules. Except in an emergency or when specified in the City's bid specification, the Contractor shall give affected Union(s) at least three (3) days' notice of such schedule changes. Section 6.5 Holidays Recognized holidays for Project Work shall be those set forth and governed by the prevailing wage determination(s) applicable to such Project Work. Section 6.6 Show -up Pay 6.6.1 Except as otherwise required by State law, Employees reporting for work and for whom no work is provided, except when given prior notification not to report to work, shall receive two (2) hours pay at the regular straight time hourly rate. Employees who are directed to start work shall receive four (4) hours of pay at the regular straight time hourly rate. Employees who work beyond four (4) hours shall be paid for actual hours worked. Whenever reporting pay is provided for employees, they will be required to remain at the Project Site and available for Final Draft Community Workforce Agreement 6.22.17 15 City of Santa Ana 75A-312 work for such time as they receive pay, unless released earlier by the principal supervisor of the Contractor(s) or his/her designated representative. Each employee shall furnish his/her Contractor with his/her current address and telephone number, and shall promptly report any changes to the Contractor. 6.6.2 An employee called out to work outside of his/her shift shall receive a minimum of two (2) hours pay at the appropriate rate. This does not apply to time worked as an extension of (before or after) the employee's normal shift. 6.6.3 When an employee leaves the job or work location of his/her own volition, or is discharged for cause or is not working as a result of the Contractor's invocation of Section 12.3, the employee shall only be paid for actual time worked. Section 6.7 Meal Periods The Contractor will schedule a meal period of no more than one- half hour duration at the work location at approximately mid -point of the schedule shift; provided, however, that the Contractor may, for efficiency of the operation, establish a schedule which coordinates the meal periods of two or more crafts. An employee may be required to work through his meal period because of an emergency or a threat to life or property, or for such other reasons as are in the applicable Master Labor Agreement, and if he is so required, he shall be compensated in the manner established in the applicable Master Labor Agreement. Section 6.8 Make-up ,Days To the extent permitted by the applicable general wage determination, when an employee has been prevented from working for reasons beyond the control of the employer, including, but not limited to inclement weather or other natural causes, during the regularly scheduled work week, a make-up day may be worked on a non -regularly scheduled work day for which an employee shall receive eight (8) hours pay at the straight time rate of pay or any premium rate required for such hours under the state prevailing wage law. ARTICLE 7 WORK STOPPAGES AND LOCK -OUTS Section 7.1 No Work Stoppages or Disruptive Activity The Trades Council and the Unions signatory hereto agree that neither they, and each of them, nor their respective officers or agents or representatives, shall incite or encourage, condone or participate in any strike, walk -out, slow- down, picketing, observing picket lines or other activity of any nature or kind whatsoever, for any cause or dispute whatsoever with respect to or in any way related to Project Work, or which interferes with or otherwise disrupts, Project Work, or with respect to or related to the City or Contractors, including, but not limited to, economic strikes, unfair labor practice strikes, safety strikes, sympathy strikes and jurisdictional strikes whether or not the underlying dispute is arbitrable. Any such actions by the Trades Council, or Unions, or their members, agents, representatives or the employees they represent shall constitute a violation of this Agreement. The Trades Council and the Union shall take all steps necessary to obtain compliance with this Article and neither should be held liable for conduct for which it is not responsible. Section 7.2 Employee Violations The Contractor may discharge any employee violating Section 7.1 above and any such employee will not be eligible for rehire under this Agreement. Final Draft Community Workforce Agreement 6.22.17 16 City of Santa Ana 75A-313 Section 7.3 Standing to Enforce The City, the CWA Administrator, or any Contractor affected by an alleged violation of Section 7.1 shall have standing and the right to enforce the obligations established therein. Section 7.4 Expiration of Master Labor Agreement If the Master Labor Agreement, or any local, regional, and other applicable collective bargaining agreements expire during the term of the Project, the Union(s) agree that there shall be no work disruption of any kind as described in Section 7.1 above as a result of the expiration of any such agreement(s) having application on this Project and/or failure of the involved Parties to that agreement to reach a new contract. Terms and conditions of employment established and set at the time of bid shall remain established and set. Otherwise to the extent that such agreement does expire and the Parties to that agreement have failed to reach concurrence on a new contract, work will continue on the Project on one of the following two (2) options, both of which will be offered by the Unions involved to the Contractors affected: 7.4.1 Each of the Unions with a contract expiring must offer to continue working on the Project under interim agreements that retain all the terms of the expiring contract, except that the Unions involved in such expiring contract may each propose wage rates and employer contribution rates to employee benefit funds under the prior contract different from what those wage rates and employer contributions rates were under the expiring contracts. The terms of the Union's interim agreement offered to Contractors will be no less favorable than the terms offered by the Union to any other employer or group of employers covering the same type of construction work in Orange County. 7.4.2 Each of the Unions with a contract expiring must offer to continue working on the Project under all the terms of the expiring contract, including the wage rates and employer contribution rates to the employee benefit funds, if the Contractor affected by that expiring contract agrees to the following retroactive provisions: if a new Master Labor Agreement, local, regional or other applicable labor agreement for the industry having application at the Project is ratified and signed during the term of this Agreement and if such new labor agreement provides for retroactive wage increases,, then each affected Contractor shall pay to its employees who performed work covered by this Agreement at the Project during the hiatus between the effective dates of such expired and new labor agreements, an amount equal to any such retroactive wage increase established by such new labor agreement, retroactive to whatever date is provided by the new labor agreement for such increase to go into effect, for each employee's hours worked on the Project during the retroactive period. All Parties agree that such affected Contractors shall be solely responsible for any retroactive payment to its employees. 7.4.3 Some Contractors may elect to continue to work on the Project under the terms of the interim agreement option offered under paragraph 7.4.1 and other Contractors may elect to continue to work on the Project under the retroactivity option offered under paragraph 7.4.2. To decide between the two options, Contractors will be given one week after the particular labor agreement has expired or one week after the Union has personally delivered to the Contractors in writing its specific offer of terms of the interim agreement pursuant to paragraph 7.4.1, Final Draft Community Workforce Agreement 6.22.17 17 City of Santa Ana 75A-314 whichever is the later date. If the Contractor fails to timely select one of the two options, the Contractor shall be deemed to have selected the provisions of 7.4.2. Section 7.5 No Lockouts Contractors shall not cause, incite, encourage, condone or participate in any lock -out of employees with respect to Project Work during the tem7 of this Agreement. The term "lock -out" refers only to a Contractor's exclusion of employees in order to secure collective bargaining advantage, and does not refer to the discharge, termination or layoff of employees by the Contractor for any reason in the exercise of rights pursuant to any provision of this Agreement, or any other agreement, nor does "lock -out' include the City's decision to stop, suspend or discontinue any Project Work or any portion thereof for any reason. Section 7.6 Best Efforts to End Violations 7.6.1 If a Contractor contends that there is any violation of this Article or Section 8.3, it shall notify, in writing, the Executive Secretary of the Trades Council, the Senior Executive of the involved Union(s) and the CWA Administrator. The Executive Secretary and the leadership of the involved Union(s) will immediately instruct, order and use their best efforts to cause the cessation of any violation of the relevant Article. 7.6.2 If the Union contends that any Contractor has violated this Article, it will notify that the Contractor and the CWA Administrator, setting forth the facts which the Union contends violate the Agreement, at least twenty-four (24) hours prior to invoking the procedures of Section 7.8. The CWA Administrator shall promptly order the involved Contractor(s) to cease any violation of the Article. Section 7.7 Withholding of services for failure to pay wages and fringe benefits 7.7.1 Notwithstanding any provision of this Agreement to the contrary, it shall not be a violation of this Agreement for any Union to withhold the services of its members (but not the right to picket) from a particular Contractor who: (a) fails to timely pay its weekly payroll; or (b) fails to make timely payments to the Union's Joint Labor/Management Trust Funds in accordance with the provisions of the applicable Master Labor Agreements. Prior to withholding its members' services for the Contractor's failure to make timely payments to the Union's Joint Labor/Management Trust Funds, the Union shall give at ]east ten (10) days (unless a lesser period of time is provided in the Union's Master Labor Agreement, but in no event less than forty-eight (48) hours) written notice of such failure to pay by registered or certified mail, return receipt requested, and by facsimile transmission to the involved Contractor and to the City. Union will meet within the ten (10) day period to attempt to resolve the dispute. 7.7.2 Upon the payment of the delinquent Contractor of all monies due and then owing for wages and/or fringe benefit contributions, the Union shall direct its members to return to work and the Contractor shall return all such members back to work. Final Draft Community Workforce Agreement 6.22.17 18 City of Santa Ana 75A-315 Section 7.8 Expedited Enforcement Procedure Any party, including the City, which the Parties agree is a Party to the Agreement for purposes of this Article and an intended beneficiary of this Article, or the CWA Administrator, may institute the following procedures, in lieu of or in addition to any other action at law or equity, when a breach of Section 7.1 or 7.5, above, or Section 8.3 is alleged. 7.8.1 The Party invoking this procedure shall notify Fred Horowitz, or Louis Zigman, who have been selected by the negotiating Parties, and whom the Parties agree shall be the permanent arbitrators under this procedure. If the permanent arbitrators are unavailable at any time, any one of the permanent Arbitrators who is notified shall appoint his alternate to hear the matter. Expenses incurred in arbitration shall be home equally by the Parties involved in the arbitration and the decision of the arbitrator shall be final and binding on the Parties, provided, however, that the arbitrator shall not have the authority to alter or amend or add to or delete from the provisions of this Agreement in any way. Notice to the arbitrator shall be by the most expeditious means available, with notices to the Parties alleged to be in violation, and to the Trades Council if it is a Union alleged to be in violation. For purposes of this Article, written notice may be given by telegram, facsimile, hand delivery or overnight mail and will be deemed effective upon receipt. 7.8.2 Upon receipt of said notice, the arbitrator named above or his/her alternate shall sit and hold a hearing within twenty-four (24) hours if it is contended that the violation still exists, but not sooner than twenty-four (24) hours after notice has been dispatched to the Executive Secretary and the Senior Official(s) as required by Section 7.6, as above. 7.8.3 The arbitrator shall notify the Parties of the place and time chosen for this hearing. Said hearing shall be completed in one session, which, with appropriate recesses at the arbitrator's discretion, shall not exceed 24 hours unless otherwise agreed upon by all Parties. A failure of any Party or Parties to attend said hearings shall not delay the hearing of evidence or the issuance of any award by the arbitrator. 7.8.4 The sole issue at the hearing shall be whether or not a violation of Sections 7.1 or 7.5, above, or Section 8.3 has in fact occurred. The arbitrator shall have no authority to consider any matter in justification, explanation or mitigation of such violation. The award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without an opinion. If any Party desires a written opinion, one shall be issued within fifteen (15) days, but its issuance shall not delay compliance with, or enforcement of, the Award. The arbitrator may order cessation of the violation of the Article and other appropriate relief, and such award shall be served on all Parties by hand or registered mail upon issuance. 7.8.5 Such award shall be final and binding on all Parties and may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to herein above in the following manner. Written notice of the filing of such enforcement proceedings shall be given to the other Party. In any judicial proceeding to obtain a temporary order enforcing the arbitrator's award as issued under this Article, all Parties waive the right to a hearing and agree that such proceedings may be ex parte. Such agreement does not waive any Party's right to participate in a hearing for a final order of enforcement. The court's Final Draft Community Workforce Agreement 6.22.17 19 City of Santa Ana 75A-316 order or orders enforcing the arbitrator's award shall be served on all Parties by hand or by delivery to their address as shown on this Agreement (for a Union), as shown on their business contract for work under this Agreement (for a Contractor) and to the representing Union (for an employee), by certified mail by the Party or Parties first alleging the violation. 7.8.6 Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure or which interfere with compliance hereto are hereby waived by the Parties to whom they accrue. 7.8.7 The fees and expenses of the arbitrator shall be equally divided between the Party or Parties initiating this procedure and the respondent Party or Parties. ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES Section 8.1 Assienment of Work The assignment of Project Work will be solely the responsibility of the Employer performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry (the "Plan") or any successor Plan. Section 8.2 The Plan All jurisdictional disputes on Project Work between or among the building and construction trades Unions and the Employers parties to this Agreement, shall be settled and adjusted according to the present Plan established by the Building and Construction Trades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department. Decisions rendered shall be final, binding and conclusive on the Employers and Unions parties to this Agreement. 8.2.1 If a dispute arising under this Article involves the Southwest Regional Council of Carpenters or any of its subordinate bodies, an Arbitrator shall be chosen by the procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel, Thomas Angelo, Robert Hirsch, and Thomas Pagan, and the Arbitrator's hearing on the dispute shall be held at the offices of the Trades Council within 14 days of the selection of the Arbitrator. All other procedures shall be as specified in the Plan. Section 8.3 No Work Disruption Over Jurisdiction All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow -down of any nature, and the Employer's assignment shall be adhered to until the dispute is resolved. Individuals violating this section shall be subject to immediate discharge. Section 8.4 Pre -Job Conferences As provided in Article 16, each Contractor will conduct a pre -job conference with the appropriate affected Union(s) prior to commencing work. The Trades Council and the CWA Administrator shall be advised in advance of all such conferences and may participate if they wish. Section 8.5 Resolution of Jurisdictional Disputes If any actual or threatened strike, sympathy strike, work stoppage, slow down, picketing, hand -billing or otherwise advising the public that a Finat Draft Community Workforce Agreement 6.22.17 20 City of Santa Ana 75A-317 labor dispute exists, or interference with the progress of Project Work by reason of a jurisdictional dispute or disputes occurs, the Parties shall exhaust the expedited procedures set forth in the Plan, if such procedures are in the plan then currently in effect, or otherwise as in Article 7 above. ARTICLE 9 MANAGEMENT RIGHTS Section 9.1 Contractor and City Rights The Contractors and the City have the sole and exclusive right and authority to oversee and manage construction operations on Project Work without any limitations unless expressly limited or required by a specific provision of this Agreement or an MLA. In addition to the following and other rights of the Contractors enumerated in this Agreement, the Contractors expressly reserve their management rights and all the rights conferred upon them by law. The Contractor's rights include, but are not limited to, the right to: (a) Plan, direct and control operations of all work; (b) Hire, promote, transfer and layoff their own employees, respectively, as deemed appropriate to satisfy work and/or skill requirements; (c) Promulgate and require all employees to observe reasonable job rules and security and safety regulations; (d) Discharge, suspend or discipline their own employees for just cause; (e) Utilize, in accordance with City approval, any work methods, procedures or techniques, and select, use and install any types or kinds of materials, apparatus or equipment, regardless of source of manufacture or construction; assign and schedule work at their discretion; and (f) Assign overtime, determine when it will be worked and the number and identity of employees engaged in such work, subject to such provisions in the applicable Master Labor Agreement (s) requiring such assignments be equalized or otherwise made in a nondiscriminatory manner. Section 9.2 Specific City Rights In addition to the following and other rights of the City enumerated in this Agreement, the City expressly reserves its management rights and all the rights conferred on it by law. The City's rights (and those of the Contract Administrator on its behalf) include but are not limited to the right to: (a) Inspect any construction site or facility to ensure that the Contractor follows the applicable safety and other work requirements; (b) Require Contractors to establish a different work week or shift schedule for particular employees as required to meet the operational needs of the Project Work at a particular location; Final Draft Community Workforce Agreement 6.22.17 21 City of Santa Ana 75A-318 (c) At its sole option, terminate, delay and/or suspend any and all portions of the covered work at any time; prohibit some or all work on certain days or during certain hours of the day to accommodate the ongoing operations of the City's Facilities and/or to mitigate the effect of ongoing Project Work on businesses and residents in the neighborhood of the Project site; and/or require such other operational or schedule changes it deems necessary, in its sole judgment, to effectively maintain its primary mission and remain a good neighbor to those in the area of its facilities. (In order to permit the Contractors and Unions to make appropriate scheduling plans, the City will provide the CWA Administrator, and the affected Contractor(s) and Union(s) with reasonable notice of any changes it requires pursuant to this section; provided, however, that if notice is not provided in time to advise employees not to report for work, show - up pay shall be due pursuant to the provision of Article 6, Section 6.6); (d) Approve any work methods, procedures and techniques used by Contractors whether or not these methods, procedures or techniques are part of industry practices or customs; and (e) Investigate and process complaints, through the CWA Administrator, in the matter set forth in Articles 7 and 10. Section 9.3 Use of Materials There should be no limitations or restriction by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the State Public Contracts and Labor Codes as required by law. The onsite installation or application of such items shall be performed by the craft having jurisdiction over such work. Section 9.4 Special Equipment, Warranties and Guaranties 9.4.1 It is recognized that certain equipment of a highly technical and specialized nature may be installed at Project Work sites. The nature of the equipment, together with the requirements for manufacturer's warranties, may dictate that it be prefabricated pre -piped and/or pre -wired and that it be installed under the supervision and direction of the City's and/or manufacturer's personnel. The Unions agree to install such equipment without incident. 9.4.2 The Parties recognize that the Contractor will initiate from time to time the use of new technology, equipment, machinery, tools, and other labor -savings devices and methods of performing Project Work. The Union agrees that they will not restrict the implementation of such devices or work methods. The Unions will accept and will not refuse to handle, install or work with any standardized and/or catalogue: parts, assemblies, accessories, prefabricated items, preassembled items, partially assembled items, or materials whatever their source of manufacture or construction. 9.4.3 If any disagreement between the Contractor and the Unions concerning the methods of implementation or installation of any equipment, or device or item, or method of work, arises, or whether a particular part or pre -assembled item is a standardized or catalog part Final Draft Community Workforce Agreement 6.22.17 22 City of Santa Ana 75A-319 or item, the work will precede as directed by the Contractor and the Parties shall immediately consult over the matter. If the disagreement is not resolved, the affected Union(s) shall have the right to proceed through the procedures set forth in Article 10. Section 9.5 No Less Favorable Treatment The parties agree that Project Work will not receive less favorable treatment than that on any other project which the Unions, Contractors and employees work. ARTICLE 10 SETTLEMENT OF GRIEVANCES AND DISPUTES Section 10.1 Cooperation and Harmony on Site 10.1.1 This Agreement is intended to establish and foster continued close cooperation between management and labor. The Trades Council shall assign a representative to this Project for the purpose of assisting the local Unions, and working with the CWA Administrator, together with the Contractors, to complete the construction of the Project economically, efficiently, continuously and without any interruption, delays or work stoppages. 10.1.2 The CWA Administrator, the Contractors, Unions, and employees collectively and individually, realize the importance to all Parties of maintaining continuous and uninterrupted performance Project Work, and agree to resolve disputes in accordance with the grievance provisions set forth in this Article or, as appropriate, those of Article 7 or 8. 10.1.3 The CWA Administrator shall oversee the processing of grievances under this Article and Articles 7 and 8, including the scheduling and arrangements of facilities for meetings, selection of the arbitrator from the agreed -upon panel to hear the case, and any other administrative matters necessary to facilitate the timely resolution of any dispute; provided; however, it is the responsibility of the principal parties to any pending grievance to insure the time limits and deadlines are met. Section 10.2 Processing Grievances Any questions arising out of and during the term of this Agreement involving its interpretation and application, which includes applicable provisions of the Master Labor Agreement, but not jurisdictional disputes or alleged violations of Section 7.1 and 7.4 and similar provisions, shall be considered a grievance and subject to resolution under the following procedures. Step 1. Employee Grievances When any employee subject to the provisions of this Agreement feels aggrieved by an alleged violation of this Agreement, the employee shall, through his local Union business representative or, job steward, within ten (10) working days after the occurrence of the violation, give notice to the work site representative of the involved Contractor stating the provision(s) alleged to have been violated. A business representative of the local. Union or the job steward and the work site representative of the involved Contractor shall meet and endeavor to resolve the matter within ten (10) working days after timely notice has been given. If they fail to resolve the matter within the prescribed period, the grieving party may, within ten (10) working days thereafter, pursue Step 2 of this grievance procedure provided the Final Draft Community Workforce Agreement 6.22.17 23 City of Santa Ana 75A-320 grievance is reduced to writing, setting forth the relevant information, including a short description thereof, the date on which the alleged violation occurred, and the provision(s) of the Agreement alleged to have been violated. Grievances and disputes settled at Step 1 shall be non- precedential except as to the parties directly involved. Union or Contractor Grievances Should the Union(s) or any Contractor have a dispute with the other Party(ies) and, if after conferring within ten (10) working days after the disputing Party knew or should have known of the facts or occurrence giving rise to the dispute, a settlement is not reached within five (5) working days, the dispute shall be reduced to writing and processed to Step 2 in the same manner as outlined in Step 1 above for the adjustment of an employee complaint. Step 2. The business manager of the involved Union or his designee, together with the site representative of the involved Contractor, and the labor relations representative of the CWA Administrator, shall meet within seven (7) working days of the referral of the dispute to this second step to arrive at a satisfactory settlement thereof. If the Parties fail to reach an agreement, the dispute may be appealed in writing in accordance with the provisions of Step 3 within seven (7) calendar days after the initial meeting at Step 2. Step 3• (a) If the grievance shall have been submitted but not resolved under Step 2, either the Union of Contractor Party may request in writing to the CWA Administrator (with copy(ies) to the other Party(ies) within seven (7) calendar days after the initial Step 2 meeting, that the grievance be submitted to an arbitrator selected from the agreed upon list in. "Attachment (D)" attached hereto, on a rotational basis in the order listed. The CWA Administrator shall notify the parties to the grievance of the date, time and location of the hearing. The failure of any party to attend said hearing shall not delay the hearing of evidence or the issuance of any decision by the arbitrator. The decision of the arbitrator shall be final and binding on all parties. Should any party seek confirmation of the award made by the arbitrator; the prevailing party shall be entitled to receive its reasonable attorney fees and costs. (b) Failure of the grieving Party to adhere to the time limits established herein shall render the grievance null and void. The time limits established herein may be extended only by consent of the Parties involved at the particular step where the extension is agreed upon. The arbitrator shall have the authority to make decisions only on issues presented and shall not have the authority to change, amend, add to or detract from any of the provisions of this Agreement. (c) The fees and expenses incurred by the arbitrator, as well as those jointly utilized by the Parties (i.e. conference room, court reporter, etc.) in arbitration, shall be divided equally by the Parties to the arbitration, including Union(s) and Contractor(s) involved. Section 10.3 Limit on Use of Procedures The procedures contained in this Article shall not be applicable to any alleged violation of Articles 7 or 8, with a single exception that any employee discharged for violation of Section 7.2, or Section 8.3, may resort to the procedures of this Article to determine only if he/she was, in fact, engaged in that violation. Final Draft Commmiity Workforce Agreement 6.22.17 24 City of Santa Ana 75A-321 Section 10.4 Notice The CWA Administrator (and the City, in the case of any grievance regarding the Scope of this Agreement), shall be notified by the involved Contractor of all actions at Steps 2 and 3, and further, the CWA Administrator shall, upon its own request, be permitted to participate fully as a party in all proceedings at such steps. ARTICLE 11 REGULATORY COMPLIANCE Section 11.1 Compliance with All Laws The Trades Council and all Unions, Contractors, and their employees shall comply with all applicable federal and state laws, ordinances and regulations including, but not limited to, those relating to safety and health, employment and applications for employment. All employees shall comply with the safety regulations established by the City, the CWA Administrator or the Contractor. Employees must promptly report any injuries or accidents to a supervisor. Section 11.2 Prevailing Wage Compliance All Contractors shall comply with the state laws and regulations, as well as Santa Ana Municipal Code section 33-206 on prevailing wages. Compliance with this obligation may be enforced by the appropriate parties through Article 10 above, or by pursing the remedies available under state law through the Labor Commissioner or the Department of Industrial Relations. Section 11.3 Violations of Law Should there be a finding by a Court or administrative tribunal of competent jurisdiction that a Contractor has violated federal and/or state law or regulation, the City, upon notice to the Contractor that it or its subcontractors is in such violation (including any finding of non-compliance with the California prevailing wage obligations as enforced pursuant to DIR regulations), the City, and in the absence of the Contractor or subcontractor remedying such violation, may take such action as it is permitted by law or contract to encourage that Contractor to come into compliance, including, but not limited to, assessing fines and penalties and/or removing the offending Contractor from Project Work. ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY Section 12.1 Safety 12.1.1 It shall be the responsibility of each Contractor to ensure safe working conditions and employee compliance with any safety rules contained herein or established by the City or the Contractor, whichever is most restrictive shall apply. It is understood that employees have an individual obligation to use diligent care to perform their work in a safe manner and to protect themselves and the property of the Contractor and the City. 12.1.2 Employees shall be bound by the safety, security and visitor rules established by the Contractor and/or the City. These rules will be published and posted. An employee's failure to satisfy his/her obligations under this section will subject him/her to discipline, up to and including discharge. Final Draft Community Workforce Agreement 6,22.17 25 City of Santa Ana 75A-322 12.1.3 The Parties shall adopt the Substance Abuse Policy attached hereto as Attachment "E," which shall be the policy and procedure utilized under this Agreement. Section 12.2 Suspension of Work for Safety A Contractor may suspend all or a portion of the job to protect the life and safety of employees. In such cases, employees will be compensated only for the actual time worked; provided, however, that where the Contractor requests employees to remain at the site and be available for work, the employees will be compensated for stand-by time at their basic hourly rate of pay. Section 12.3 Water and Sanitary Facilities The Contractor shall provide adequate supplies of drinking water and sanitary facilities for all employees as required by state law or regulation. ARTICLE 13 TRAVEL AND SUBSISTENCE Travel expenses, travel time, subsistence allowances, zone rates and parking reimbursements shall be paid in accordance with the applicable Master Labor Agreement unless superseded by the applicable prevailing wage determination. ARTICLE 14 APPRENTICES Section 14.1 Importance of Training The Parties recognize the need to maintain continuing support of the programs designed to develop adequate numbers of competent workers in the construction industry, the obligation to capitalize on the availability of the local work force in the area served by the City, and the opportunities to provide continuing work under the construction program. To these ends, the Parties will facilitate, encourage, and assist local residents to commence and progress in Labor/Management Apprenticeship and/or training Programs in the construction industry leading to participation in such apprenticeship programs. The City and the Trades Council, will work cooperatively to identify, or establish and maintain, effective programs and procedures for persons interested in entering the construction industry and which will help prepare them for the formal joint labor/management apprenticeship programs maintained by the signatory Unions. Section 14.2 Use of Apprentices 14.2.1 Apprentices used on Projects under this Agreement shall be registered in Joint Labor Management Apprenticeship Programs approved by the State of California. Apprentices may comprise up to thirty percent (30%) of each craft's work force (calculated by hours worked) at any time, unless the standards of the applicable joint apprenticeship committee confirmed by the Division of Apprenticeship Standards ("DAS"), establish a lower or higher maximum percentage. Where the standards permit a higher percentage, such percentage shall apply on Project Work. Where the applicable standards establish a lower percentage, the applicable Union will use its best efforts with the Joint Labor Management apprenticeship committee and, if necessary, the DAS to permit up to thirty percent (30%) apprentices on the Project. Final Draft Community Workforce Agreement 6.22.17 26 City of Santa Ana 75A-323 14.2.2 The Unions agree to cooperate with the Contractor in furnishing apprentices as requested up to the maximum percentage. The apprentice ratio for each craft shall be in compliance, at a minimum, with the applicable provisions of the Labor Code relating to utilization of apprentices. The City shall encourage such utilization, and, both as to apprentices and the overall supply of experienced workers, the CWA Administrator will work with the Trades Council to assure appropriate and maximum utilization of apprentices and the continuing availability of both apprentices and journey persons. 14.2.3 The Parties agree that apprentices will not be dispatched to Contractors working under this Agreement unless there is a journeymen working on the project where the apprentice is to be employed who is qualified to assist and oversee the apprentice's progress through the program in which he is participating. 14.2.4 All apprentices shall work under the direct supervision of a journeyman from the trade in which the apprentice is indentured. A journeyman shall be defined as set forth in the California Code of Regulations, Title 8 [apprenticeship] section 205, which defines a journeyman as a person who has either completed an accredited apprenticeship in his or her craft, or has completed the equivalent of an apprenticeship in length and content of work experience and all other requirements in the craft which has workers classified as journeyman in the apprenticeable occupation. Should a question arise as to a journeyman's qualification under this subsection, the Contractor shall provide adequate proof evidencing the worker's qualification as a journeyman to the Trades Council. ARTICLE 15 WORKING CONDITIONS Section 15.1 Meal and Rest Periods There will be no non -working times established during working hours except as may be required by applicable state law or regulations. Meal periods and Rest periods shall be as provided for in Wage Order 16. Individual coffee containers will be permitted at the employees' work location; however, there will be no organized coffee breaks. Section 15.2 Work Rules The City, the CWA Administrator, and/or relevant Contractor shall establish such reasonable work rules as they deem appropriate and not inconsistent with this Agreement. These rules will be posted at the work sites by the Contractor and may be amended thereafter as necessary. Failure to observe these rules and regulations by employees may be grounds for discipline up to and including discharge. Section 15.3 Emergency Use of Tools and Equipment There should be no restrictions on the emergency use of any tools by any qualified employee or supervisor, or on the use of any tools or equipment for the performance of work within the jurisdiction, provided the employee can safely use the tools and/or equipment involved and is compliance with applicable governmental rules and regulations. Section 15.4 Access Restrictions for Cars Recognizing the nature of the work being conducted on the site, employee access by a private automobile may be limited to certain roads and/or parking areas. Final Draft Community Workforce Agreement 6.22.1.7 27 City of Santa Ana 75A-324 ARTICLE 16 PRE -JOB CONFERENCES Section 16.1 Each Primary Contractor which is awarded a Construction Contract by the City for Project Work shall conduct a Pre -Job conference with the appropriate affected Union(s) prior to commencing work. All Contractors who have been awarded contracts by the Primary Contractor shall attend the Pre -Job conference. The Trades Council and the CWA Administrator shall be advised in advance of all such conferences and may participate if they wish. All work assignments shall be disclosed by the Primary Contractor and all Contractors at the Pre -Job conference in accordance with industry practice. Should there be any formal jurisdictional dispute raised under Article 8, the CWA Administrator shall be promptly notified. Primary Contractor shall have available at the Pre -Job conference the plans and drawing for the work to be performed on the Project. Should additional Project Work not previously included within the scope of the Project Work be added, the Contractors performing such work will conduct a separate pre -job for such newly included work. ARTICLE 17 LABOR/MANAGEMENT COOPERATION Section 17.1 Joint Committee The Parties to this Agreement may establish a six (6) person Joint Administrative Committee (JAC). This J'AC shall be comprised of three (3) representatives selected by the City and three (3) representatives selected by the Trades Council to monitor compliance with the terms and conditions of this Agreement and to recommend amendments to this Agreement, with the exception of the dollar threshold specified in Section 2.2(a) and the term of this Agreement under Section 22.1, when doing so would be to the mutual benefit of the Parties. Each representative shall designate an alternate who shall serve in his or her absence for any purpose contemplated by this Agreement. A quorum will consist of at least two (2) representatives selected by the City and at least two (2) representatives selected by the Trades Council. For voting purposes, only an equal number of City and Union representatives present may constitute a voting quorum. Section 17.2 Functions of Joint Committee The Committee shall meet on a schedule to be determined by the Committee or at the call of the joint chairs, to discuss the administration of the Agreement, the progress of the Project, general labor management problems that may arise, and any other matters consistent with this Agreement. Substantive grievances or disputes arising under Articles 7, 8 or 10 shall not be reviewed or discussed by this Committee, but shall be processed pursuant to the provisions of the appropriate Article. The CWA Administrator shall be responsible for the scheduling of the meetings, the preparation of the agenda topics for the meetings, with input from the Unions the Contractors and the City. Notice of the date, time and place of meetings, shall be given to the Committee members at least three (3) days prior to the meeting. The CWA Administrator shall prepare quarterly reports on apprentice utilization and the training and employment of City residents, and a schedule of Project Worlc and estimated number of craft workers needed. The Committee or an appropriate subcommittee, may review such reports and malce any recommendations for improvement, if necessary, including increasing Final Draft Community Workforce Agreement 6.22.17 28 City of Santa Ana 75A-325 the availability of skilled trades, and the employment of local residents or other individuals who should be assisted with appropriate training to qualify for apprenticeship programs. ARTICLE 18 SAVINGS AND SEPARABILITY Section 18.1 Savings Clause It is not the intention of the City, the CWA Administrator, Contractor or the Union parties to violate any laws governing the subject matter of this Agreement. The Parties hereto agree that in the event any provision of this Agreement is finally held or determined to be illegal or void as being in contravention of any applicable law or regulation, the remainder of the Agreement shall remain in full force and effect unless the part or parts so found to be void are wholly inseparable from the remaining portions of this Agreement. Further, the Parties agree that if and when any provision(s) of this Agreement is finally held or determined to be illegal or void by a court of competent jurisdiction, the Parties will promptly enter into negotiations concerning the substantive effect of such decision for the purposes of achieving conformity with the requirements of any applicable laws and the intent of the Parties hereto. If the legality of this Agreement is challenged and any form of injunctive relief is granted by any court, suspending temporarily or permanently the implementation of this Agreement, then the Parties agree that all Project Work that would otherwise be covered by this Agreement should be continued to be bid and constructed without application of this Agreement so that there is no delay or interference with the ongoing planning, bidding and construction of any Project Work. Section 18.2 Effect of Injunctions or Other Court Orders The Parties recognize the right of the City to withdraw, at its absolute discretion, the utilization of the Agreement as part of any bid specification should a Court of competent jurisdiction issue any order, or any applicable statute which could result, temporarily or permanently in delay of the bidding, awarding and/or construction on the Project. Notwithstanding such an action by the City, or such court order or statutory provision, the Parties agree that the Agreement shall remain in full force and the fact on covered Project Work to the maximum extent legally possible. ARTICLE 19 WAIVER A waiver of or a failure to assert any provisions of this Agreement by any or all of the Parties hereto shall not constitute a waiver of such provision for the future. Any such waiver shall not constitute a modification of the Agreement or change in the terms and conditions of the Agreement and shall not relieve, excuse or release any of the Parties from any of their rights, duties or obligations hereunder. ARTICLE 20 AMENDMENTS The provisions of this Agreement can be renegotiated, supplemented, rescinded or otherwise altered only by mutual agreement in writing, hereafter signed by the negotiating Parties hereto. Final Draft Community Workforce Agreement 6.22.17 29 City of Santa Ana 75A-326 In the event of any conflict or ambiguity between this Agreement and any Attachment or exhibit, the provisions of this Agreement shall govern. ARTICLE 21 DURATION OF THE AGREEMENT Section 21.1 Duration 21.1.1 This Agreement shall be effective from the date signed by all Parties and shall remain in effect for an initial period of five (5) years. Any covered Project Work awarded during the term of this Agreement shall continue to be covered hereunder, until completion of the Project Work, notwithstanding the expiration date of this Agreement. 21.1.2 This Agreement may be extended by written mutual consent of the City, as directed by the City Council and the signatory Unions for such further periods as the Parties shall agree to. Section 22.2 Turnover and Final Acceptance of Completed Work 22.2.1 Construction of any phase, portion, section, or segment of Project Work shall be deemed complete when such phase, portion, section or segment has been turned over to the City by the Contractor and the City has accepted such phase, portion, section, or segment. As areas and systems of the Project are inspected and construction -tested and/or approved and accepted by the City or third parties with the approval of the City, the Agreement shall have no further force or effect on such items or areas, except when the Contractor is directed by the City to engage and repairs or modifications required by its contract(s) with the City. 22.2.2 Notice of each final acceptance received by the Contractor will be provided to the Trades Council with the description of what portion, segment, etc. has been accepted. Final acceptance may be subject to a "punch" list, and in such case, the Agreement will continue to apply to each such item on the list until it is completed to the satisfaction of the City and Notice of Completion is issued by the City or its representative to the Contractor. At the request of the Union, complete information describing any "punch" list work, as well as any additional work required of a Contractor at the direction of the City pursuant to Section 22.2.1 above, involving otherwise turned -over and completed facilities which have been accepted by the City, will be available from the CWA Administrator. [This section intentionally left blank] Final Draft Community Workforce Agreement 6.22.17 30 City of Santa Ana 75A-327 IN WITNESS whereof the Parties have caused this Community Workforce Agreement to be executed as of the date and year above stated. CITY OF SANTA ANA ATTEST: By�� / Maria D. Huizar Clerk of Council APPROVED AS TO FORM: Ad � k lkW� Sonia R. Carvalho City Attorney LOS ANGELES/ORANGE COUNTIES BUILDING & CONSTRUCTION TRADES COUNCIL By: e . Ron Miller Executive Secretary Final Draft Community Workforce Agreement 6.22.17 31 City of Santa Ana 75A-328 LOS ANGELES/ORANGE COUNTIES BUILDING AND CONSTRUCTION Asbestos Heat & Frost Insulators (Local 5) Boilermakers (Local 92) Bricklayers & Allied Crafiworkers (Local 4) Cement Masons (Local 500) District Council of Laborers Electricians (Local 441) Elevator Constructors (Local 18) Gunite Workers (Local 345) Iron Workers (Reinforced — Local 416) Iron Workers (Structural — Local 433) Laborers (Local 300) (remediation) Laborers (Local 652) Operating Engineers (Local 12) Operating Engineers (Local 12) Operating Engineers (Local 12) Painters & Allied Trades DC 36 Pipe Trades (Local 250) Pipe Trades (Local 345) Pipe Trades (Plumbers/Fitters Local 582) Pipe Trades (Sprinkler Fitters Local 709) Plasterers (Local 200) Plaster Tenders Local (1414) Roofers & Waterproofers (Local 220) Sheet Metal Workers (Local 105) Teamsters (Local 952) Southwest Regional Council of Carpenters `.V-d- /-9 Final Draft Community Workforce Agreement 75-329 6.22.17 City of Santa Ana ATTACHMENT A — LETTER OF ASSENT To be signed by all contractors awarded work covered by the City of Santa Ana Community Workforce Agreement prior to commencing work. [Contractor's Letterhead] CWA Administrator City of Santa Ana 1234 address City, state, zip code Attn: Re: Community Workforce Agreement - Letter of Assent Dear Sir: This is to confirm that [name of company] agrees to be party to and bound by the City of Santa Ana Community Workforce Agreement effective , 2017, as such Agreement may, from time to time, be amended by the negotiating parties or interpreted pursuant to its terms. Such obligation to be a party and bound by this Agreement shall extend to all work covered by the agreement undertaken by this Company on the project and this Company shall require all of its contractors and subcontractors of whatever tier to be similarly bound for all work within the scope of the Agreement by signing and furnishing to you an identical letter of assent prior to their commencement of work. Sincerely. [Name of Construction Company] By: [ ] Name and Title of Authorized Executive Contractor State License No.: [Copies of this letter must be submitted to the CWA Administrator and to the Trades Council Consistent with Section 2.6 (b).] 6/28/2016 Draft PLA 33 City of Santa Ana 75A-330 ATTACHMENT B FIRST TIER ZIP CODES (CITY BOUNDARY) *Some Zip Codes shared with neighboring cities 92701 92702 92703 92704 92705 92706 92707 92711 92712 92725 92735 92799 *92866 *92868 6/28/2016 Draft PLA 34 City of Santa Ana 75A-331 ATTACHMENT B — Continued SECOND TIER ZIP CODES REMAINDER OF ORANGE COUNTY, Zip Code City 90620 Buena Park 90621 Buena Park 90622 Buena Park 90623 La Palma 90624 Buena Park 90630 Cypress 90631 La Habra 90632 La Habra 90633 La Habra 90680 Stanton 90720 Los Alamitos 90721 Los Alamitos 90740 Seal Beach 90742 Sunset Beach 90743 Surfside 92602 Irvine 92603 Irvine 92604 Irvine 92605 Huntington Beach 92606 Irvine 92607 Laguna Niguel 92609 El Toro 92610 Foothill Ranch 92612 Irvine 92614 Irvine 92615 Huntington Beach 92616 Irvine 92617 Irvine 92618 Irvine 92619 Irvine 92620 Irvine 92623 Irvine 92624 Capistrano Beach 92625 Corona Del Mar 92626 Costa Mesa 92627 Costa Mesa 92628 Costa Mesa 6/28/2016 Draft PLA 35 City of Santa Asia 75A-332 92629 Dana Point 92630 Lake Forest 92637 Laguna Woods 92646 Huntington Beach 92647 Huntington Beach 92648 Huntington Beach 92649 Huntington Beach 92650 East Irvine 92651 Laguna Beach 92652 Laguna Beach 92653 Laguna Hills 92654 Laguna Hills 92655 Midway City 92656 Aliso Viejo 92657 Newport Coast 92658 Newport Beach 92659 Newport Beach 92660 Newport Beach 92661 Newport Beach 92662 Newport Beach 92663 Newport Beach 92672 San Clemente 92673 San Clemente 92674 San Clemente 92675 San Juan Capistrano 92676 Silverado 92677 Laguna Niguel 92678 Trabuco Canyon 92679 Trabuco Canyon 92683 Westminster 92684 Westminster 92685 Westminster 92688 Rancho Santa Margarita 92690 Mission Viejo 92691 Mission Viejo 92692 Mission Viejo 92693 San Juan Capistrano 92694 Ladera Ranch 92697 Irvine 92698 Aliso Viejo 92708 Fountain Valley 92709 Irvine 92710 Irvine 92728 Fountain Valley 92780 Tustin 92781 Tustin 6/28/2016 Draft PLA 36 City of Santa Ana 75A-333 92782 Tustin 92801 Anaheim 92802 Anaheim 92803 Anaheim 92804 Anaheim 92805 Anaheim 92806 Anaheim 92807 Anaheim 92808 Anaheim 92809 Anaheim 92811 Atwood 92812 Anaheim 92814 Anaheim 92815 Anaheim 92816 Anaheim 92817 Anaheim 92821 Brea 92822 Brea 92823 Brea 92825 Anaheim 92831 Fullerton 92832 Fullerton 92833 Fullerton 92834 Fullerton 92835 Fullerton 92836 Fullerton 92837 Fullerton 92838 Fullerton 92840 Garden Grove 92841 Garden Grove 92842 Garden Grove 92843 Garden Grove 92844 Garden Grove 92845 Garden Grove 92846 Garden Grove 92850 Anaheim 92856 Orange 92857 Orange 92859 Orange 92861 Villa Park 92862 Orange 92863 Orange 92864 Orange 92865 Orange 92866 Orange 92867 Orange 6/28/2016 Draft PLA 37 City of Santa Ana 75A-334 92868 Orange 92869 Orange 92870 Placentia 92871 Placentia 92885 Yorba Linda 92886 Yorba Linda 92887 Yorba Linda 92899 Anaheim 6/28/2016 Draft PLA 38 City of Santa Ana 75A-335 ATTACHMENT C CITY OF SANTA ANA CRAFT REQUEST FORM TO THE CONTRACTOR: Please complete and fax this form to the applicable union to request craft workers that fulfill the hiring requirements for this project. Mier faxing your request, please call the Local to verify receipt and substantiate their capacity to famish workers as specified below. Please print your Fax Transmission Verification Reports and keep copies for your records. The City of Santa Ana Community Workforce Agreement establishes a goal that 30% of the total work hours shall be from Veterans, regardless of where they reside, and workers residing: first, in those first tier zip codes which overlap all of the City of Santa Ana, as attached hereto, second residing within Orange County, For Dispatch purposes, employees residing within either of these two (2) areas, as well as Veterans, regardless of where they reside, shall be referred to as Local Residents. TO THE UNION: Please complete the "Union Use Only" section on the next page and fax this form back to the requesting Contractor. Be sure to retain a copy of this form for your records. To: Union Local # Cc: CWA Administrator From: Company: CONTRACTOR USE ONLY Fax# Issued By: Contact Phone :( 1 Contact Fax: Date: PLEASE PROVIDE ME WITH THE FOLLOWING UNION CRAFT WORKERS. Local Resident, Number Craft Classification Journeyman Veteran of (i.e., plumber, painter, or or workers Report Date Report Time etc.) Apprentice General Dispatch needed TOTAL WORKERS REQUESTED = Please have worker(s) report to the following work address indicated below: Project Name: Report to: Comment or Special Instructions: Site: On -site Tel: On -site Fax: 6/28/2016 Draft. PLA 39 City of Santa Ana 75A-336 Date dispatch request received: Dispatch received by: Classification of worker requested: Classification of worker dispatched: UNION USE ONLY WORKER REFERRED Name: Date worker was dispatched: Is the worker referred a: (check all that apply) JOURNEYMAN Yes No APPRENTICE Yes No LOCAL RESIDENT Yes No VETERAN Yes No GENERAL DISPATCH FROM OUT OF WORK LIST Yes No 6/28/2016 Draft PLA 40 City of Santa Ana 75A-337 ATTACHMENT D List of Neutral Arbitrators Mark Burstein Walter Daugherty Fred Horowitz Michael Prihar Louis Zigman 6/28/2016 Draft PLA 41 City of Santa Ana 75A-338 ATTACHMENT "E" SUBSTANCE ABUSE POLICY The Parties recognize the problems which drug and alcohol abuse have created in the construction industry and the need to develop drug and alcohol abuse prevention programs. Accordingly, the Parties agree that in order to enhance the safety of the work place and to maintain a drug and alcohol free work environment, individual Employers may require applicants or employees to undergo drug and alcohol testing. 1. It is understood that the use, possession, transfer or sale of illegal drugs, narcotics, or other unlawful substances, as well as being under the influence of alcohol and the possession or consuming alcohol is absolutely prohibited while employees are on the Employer's job premises or while working on any jobsite in connection with work performed under the Community Workforce Agreement ("CWA"). 2. No Employer may implement a drug testing program which does not conform in all respects to the provisions of this Policy. 3. No Employer may implement drug testing at any jobsite unless written notice is given to the Union setting forth the location of the jobsite, a description of the project under construction, and the name and telephone number of the Project Work Supervisor. Said notice shall be addressed to the office of each Union signing the PLA. Said notice shall be delivered in person or by registered mail before the implementation of drug testing. Failure to give such notice shall make any drug testing engaged in by the Employer a violation of the PLA, and the Employer may not implement any form of drug testing at such jobsite for the following six months. 4. An employer who elects to implement drug testing pursuant to this Agreement shall require all employees on the Project Work to be tested. With respect to individuals who become employed on the Project Work subsequent to the proper implementation of this drug testing program, such test shall be administered upon the commencement of employment on the project, whether by referral from a Union Dispatch Office, transfer from another project, or another method. Individuals who were employed on the project prior to the proper implementation of this drug testing program may only be subjected to testing for the reasons set forth in Paragraph 5(f) (1) through 5(f) (3) of this Policy. Refusal to undergo such testing shall be considered sufficient grounds to deny employment on the project. 5. The following procedure shall apply to all drug testing: a. The Employer may request urine samples only. The applicant or employee shall not be observed when the urine specimen is given. An applicant or employee, at his or her sole option, shall, upon request, receive a blood test in lieu of a urine test. No employee of the Employer shall draw blood from a bargaining unit employee, touch or handle urine specimens, or in any way become involved in the chain of custody of urine or blood specimens. A Union Business Representative, subject to the approval of the individual applicant or employee, shall be 6/28/2016 Draft PLA 42 City of Santa Ana 75A-339 permitted to accompany the applicant or employee to the collection facility to observe the collection, bottling, and sealing of the specimen. b. The testing shall be done by a laboratory approved by the Substance Abuse & Mental Health Services Administration (SAMHSA), which is chosen by the Employer and the Union. C. An initial test shall be performed using the Enzyme Multiplied Immunoassay Technique (EMZT). In the event a question or positive result arises from the initial test, a confirmation test must be utilized before action can be taken against the applicant or employee. The confirmation test will be by Gas Chromatography Mass Spectrometry (GC/MS). Cutoff levels for both the initial test and confirmation test will be those established by the SAMHSA. Should these SAMHSA levels be changed during the course of this agreement or new testing procedures are approved, then these new regulations will be deemed as part of this existing agreement. Confirmed positive samples will be retained by the testing laboratory in secured long-term frozen storage for a minimum of one year. Handling and transportation of each sample must be documented through strict chain of custody procedures. d. In the event of a confirmed positive test result the applicant or employee may request, within forty-eight (48) hours, a sample of his/her specimen from the testing laboratory for purposes of a second test to be performed at a second laboratory, designated by the Union and approved by SAMHSA. The retest must be performed within ten (10) days of the request. Chain of custody for this sample shall be maintained by the Employer between the original testing laboratory and the Union's designated laboratory. Retesting shall be performed at the applicant's or employee's expense. In the event of conflicting test results the Employer may require a third test. C. If, as a result of the above testing procedure, it is determined that an applicant or employee has tested positive, this shall be considered sufficient grounds to deny the applicant or employee his/her employment on the Project Work. f. No individual who tests negative for drugs or alcohol pursuant to the above procedure and becomes employed on the Project Won, shall again be subjected to drug testing with the following exceptions: I. Employees who are involved in industrial accidents resulting in damage to plant, property or equipment or injury to him/herself or others may be tested pursuant to the procedures stated hereinabove. 2. The Employer may test employees following thirty (30) days advance written notice to the employee(s) to be tested and to the applicable Union. Notice to the applicable Union shall be as set forth in Paragraph 3 above and such testing shall be pursuant to the procedures stated hereinabove. 3. The Employer may test an employee where the Employer has reasonable cause to believe that the employee is impaired from performing his/her job. 6/28/2016 Draft PLA 43 City of Santa Ana 75A-340 Reasonable cause shall be defined as exhibiting aberrant or unusual behavior, the type of which is a recognized and accepted symptom of impairment (i.e., slurred speech, unusual lack of muscular coordination, etc.). Such behavior must be actually observed by at least two persons, one of whom shall be a Supervisor who has been trained to recognize the symptoms of drug abuse or impairment and the other of whom shall be the job steward. If the job steward is unavailable or there is no job steward on the project the other person shall be a member of the applicable Union's bargaining unit. Testing shall be pursuant to the procedures stated hereinabove. Employees who are tested pursuant to the exceptions set forth in this paragraph and who test positive will be removed from the Employer's payroll. g. Applicants or employees who do not test positive shall be paid for all time lost while undergoing drug testing. Payment shall be at the applicable wage and benefit rates set forth in the applicable Union's Master Labor Agreement. Applicants who have been dispatched from the Union and who are not put to work pending the results of a test will be paid waiting time until such time as they are put to work. It is understood that an applicant must pass the test as a condition of employment. Applicants who are put to work pending the results of a test will be considered probationary employees. 6. The employers will be allowed to conduct periodic job site drug testing on the Project under the following conditions: a. The entire jobsite must be tested, including any employee or subcontractor's employee who worked on that project three (3) working days before or after the date of the test; b. Jobsite testing cannot commence sooner than thirty (30) days after start of the work on the Project; C. Prior to start of periodic testing, a business representative will be allowed to conduct an educational period on company time to explain periodic jobsite testing program to affected employees; d. Testing shall be conducted by a SAMHSA certified laboratory, pursuant to the provisions set forth in Paragraph 5 hereinabove. e. Only two periodic tests may be performed in a twelve month period. 7. It is understood that the unsafe use of prescribed medication, or where the use of prescribed medication impairs the employee's ability to perform work, is a basis for the Employer to remove the employee from the jobsite. 8. Any grievance or dispute which may arise out of the application of this Agreement shall be subject to the grievance and arbitration procedures set forth in the PLA. 9. The establishment or operation of this Policy shall not curtail any right of any employee found in any law, rule or regulation. Should any part of this Agreement be found 6/28/2016 Draft PLA 44 City of Santa Ana 75A-341 unlawful by a court of competent jurisdiction or a public agency having jurisdiction over the parties, the remaining portions of the Agreement shall be unaffected and the parties shall enter negotiations to replace the affected provision. 10. Present employees, if tested positive, shall have the prerogative for rehabilitation program at the employee's expense. When such program has been successfully completed the Employer shall not discriminate in any way against the employee. If work for which the employee is qualified exists he/she shall be reinstated. 11. The Employer agrees that results of urine and blood tests performed hereunder will be considered medical records held confidential to the extent permitted or required by law. Such records shall not be released to any persons or entities other than designated Employer representatives and the applicable Union. Such release to the applicable Union shall only be allowed upon the signing of a written release and the information contained therein shall not be used to discourage the employment of the individual applicant or employee on any subsequent occasion. 12. The Employer shall indemnify and hold the Union harmless against any and all claims, demands, suits, or liabilities that may arise out of the application of this Agreement and/or any program permitted hereunder. 13. Employees who seek voluntary assistance for substance abuse may not be disciplined for seeking such assistance. Requests from employees for such assistance shall remain confidential and shall not be revealed to other employees or management personnel without the employee's consent. Employees enrolled in substance abuse programs shall be subject to all Employer rules, regulations and job performance standards with the understanding that an employee enrolled in such a program is receiving treatment for an illness. 14. This Memorandum, of Understanding shall constitute the only Agreement in effect between the parties concerning drug and alcohol abuse, prevention and testing. Any modifications thereto must be accomplished pursuant to collective bargaining negotiations between the parties. 6/28/2016 Draft PLA 45 City of Santa Ana 75A-342 DRUG Alcohol Amphetamines Barbiturates Benzodiazepines Cocaine Methadone Methaqualone Opiates PCP (Phencyclidine) THC (Marijuana) Propoxyphene DRUG ABUSE PREVENTION AND DETECTION APPENDIX A CUTOFF LEVELS SCREENING SCREENING CONFIRMATION CONFIRMATION METHOD LEVEL** METHOD LEVEL EMIT . 0.02% CG/MS 0.02% EMIT 1000 ng/m* CG/MS 500 ng/ml* EMIT 300 ng/ml CG/MS 200 ng/ml EMIT 300 ng/ml CG/MS 300 ng/ml EMIT 300 ng/ml* CG/MS 150 ng/ml* EMIT 300 ng/ml CG/MS 100 ng/ml EMIT 300 ng/ml CG/MS 300 ng/ml EMIT 2000 ng/ml* CG/MS 2000 ng/ml* EMIT 25 ng/ml* CG/MS 25 ng/ml* EMIT 50 ng/ml* CG/MS 15 ng/ml* EMIT 300 ng/ml CG/MS 100 ng/ml * SAMHSA specified threshold ** A sample reported positive contains the Indicated drug at or above the cutoff level for that drug. A negative sample either contains no drug or contains a drug below the cutoff level. EMIT - Enzyme Immunoassay CC/MS - Gas Chromatography/Mass Spectrometry 6/28/2016 Draft PLA 46 City of Santa Ana 75A-343 SIDE LETTER OF AGREEMENT TESTING POLICY FOR DRUG ABUSE It is hereby agreed between the parties hereto that an Employer who has otherwise properly implemented drug testing, as set forth in the Testing Policy for Drug Abuse, shall have the right to offer an applicant or employee a "quick" drug screening test. This "quick" screen test shall consist either of the "ICUP" urine screen or similar test or an oral screen test. The applicant or employee shall have the absolute right to select either of the two "quick" screen tests, or to reject both and request a full drug test. An applicant or employee who selects one of the quick screen tests, and who passes the test, shall be put to work immediately. An applicant or employee who fails the "quick" screen test, or who rejects the quick screen tests, shall be tested pursuant to the procedures set forth in the Testing Policy for Drug Abuse. The sample used for the "quick" screen test shall be discarded immediately upon conclusion of the test. An applicant or employee shall not be deprived of any rights granted to them by the Testing Policy for Drug Abuse as a result of any occurrence related to the "quick" screen test. 6/28/2016 Draft PLA 47 City of Santa Ana 75A-344 EXHIBIT "I" TO DISPOSITION AND DEVELOPMENT AGREEMENT HOTEL OPERATING AGREEMENT Exlvbit `2" (Hotel Operating Agreement) 55 394.00049\3323920112 75A-345 RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO: THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, M-30 SANTA ANA, CA 92701 ATTENTION: CITY CLERK EXEMPT FROM FILING FEE PER GOVERNMENT CODE SECTION 27383 (Space Above This Line for Recorder's Office Use Only) OPERATIONS COVENANT THIS OPERATIONS COVENANT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Covenant") is made and entered into this day of , 2020, by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized under the Constitution and the laws of the State of California ("City"), and Caribou Industries, Inc. a Nevada Corporation (the `Developer"). RECITALS: A. The City of Santa Ana owns the property located at 201 W. 3rd Street in the City of Santa Ana, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Site") and utilized the property as a public parking lot. B. Developer desires to remove an existing three (3) story parking structure to construct a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, as described in the defmitions of "Project," "Mixed Use," "Hotel Project," "Public Parking Parcel" and "Parking Structure" as set forth in ARTICLE 3 of the Disposition and Development Agreement ("DDA") entered into by and between the City and Developer dated October 5, 2020 for reference purposes only. C. City and Developer have entered into a DDA for the conveyance of the Site to allow for the Construction of the Project including the Mixed Use, Hotel and Parking Structure. D. City and Developer now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a hotel available for short-term rental for the term of this Covenant, to run with the land of the Property and bind successive owners of the Property as set forth in this Covenant. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer hereby agree as follows:. Page 1 of 55 394.00049\33266069.5 75A-346 1. The recitals are true and correct and are incorporated into this Covenant in their entirety by this reference. 2. Definitions. All initially capitalized terms used in the Covenant shall have the same meaning as the Terms in the DDA 3. Use of Land — The Developer covenants and agrees with the City that the Site must only be built on and used in strict accordance with this Covenant. 4. Covenant to Build Hotel — The Developer agrees to timely construct the Hotel in strict compliance with this Covenant and in accordance with all development entitlements issued for this Project by City. Developer agrees that Developer will design and build the hotel to Automobile Association of America (AAA) minimum acceptable conditions to be considered a AAA hotel with the amenities set forth in Section 6.3 below. 5. Restriction on Use of Land — The use of the Land must include a hotel, having a minimum of 75 Guest Rooms and providing facilities set forth in Section 6.5 (the "Hotel"). Without limiting the foregoing, the Land and the Development thereon may be used for additional residential or office use, in addition to the required Hotel use, as part of a mixed -use development. 6. Covenant to Operate Hotel 6.1 Developer will use commercially reasonable efforts to execute an operating agreement with a nationwide hotel chain. 6.2 Should Developer be unsuccessful in securing an operating agreement with a nationwide hotel chain, then Developer will self -operate a Hotel. 6.3 Hotel shall contain the following minimum amenities: (a) Fitness Room (b) Community Meeting Space (c) Baggage Storage (d) Elevators (e) 24 hour Pantry Market (f) Multi -Lingual Staff (g) Safety Deposit Box (h) ATM. 6.4 After construction of the Hotel, the Developer shall operate the Hotel or cause the Hotel to be operated such that its Guest Rooms are used only for Public Lodging Use and for no other purpose, and the Developer shall take or cause to be taken all reasonable commercial steps Page 2 of 7 55 394.00049\33266069.5 75A-347 to keep the Hotel open for business, except in the case of substantial damage or destruction by natural hazard, by fire, or by other insurable hazard. 7. Conversion to Residential. 7.1 Developer shall not submit an application to City to convert the hotel to apartments unless the following threshold has are satisfied: (a) The Developer shall only be entitled to submit an application to City to convert the hotel to apartments if the following thresholds are established. (b) On the Third Hotel Anniversary Date (defined as three calendar years following the date that the Hotel had the first guest completed the first overnight stay for compensation in the Hotel), if for the period between the Second Hotel Anniversary Date through the day before the Third Hotel Anniversary the RevPAR falls below $1255.00. (Revenue per available room (RevPAR) is a hotel industry performance metric, and is calculated by dividing the total room revenue for the hotel by the total number of available rooms in the period being measured) (c) On the Fourth Hotel Anniversary Date, if for the period between the Third Hotel Anniversary Date through the day before the Fourth Hotel Anniversary the RevPAR falls below $125.00. (d) On the Fifth Hotel Anniversary Date if for the period between the Fourth Hotel Anniversary Date through the day before the Fifth Hotel Anniversary the RevPAR falls below $125.00. (e) On the Sixth Hotel Anniversary Date if for the period between The Fifth Hotel Anniversary Date through the day before the Sixth Hotel Anniversary the RevPAR falls below $125.00. 7.2 Any application for conversion shall be subject to approval of all applicable City entitlements. Developer understand and acknowledges that, in the context of processing the application to convert the hotel to apartments, the City cannot guarantee the ultimate outcome of any public hearings before the Planning Commission or the City Council or other public bodies of the City, nor prevent any opposition thereto by members of the public or other agencies affected by or interested in the Project. By entering into this Agreement, the City does not pre - commit or imply that the application to convert the hotel to apartments to be considered for approval will be approved. The City retains the discretion to approve, conditionally approve, or disapprove the application to convert the hotel to apartments. 8. Indemnification. 8.1 Developer Indemnity Obligations. Developer shall defend, with Counsel approved by the City, and Indemnify City Parties against any and all Claims to the extent such Claims arise from any wrongful intentional act or negligence of Developer Parties. 8.2 Independent of Insurance Obligations. Developer's indemnification obligations under this Covenant shall not be construed or interpreted as in any way being restricted, limited or modified by any insurance coverage carried by Developer. Page 3 of 7 55 394.00049\33266069.5 75A-348 8.3 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of Developer under this Covenant shall survive the expiration or earlier termination of this Covenant, until any and all actual or prospective Claims regarding any matter subject to an indemnity obligation under this Covenant are fully, finally, absolutely and completely barred by applicable statutes of limitations. 9. Governing Law. The substantive and procedural laws of the State shall govern the interpretation and enforcement of this Covenant, without application of conflicts or choice of laws, statutes or principles. 10. Notices. 10.1 Notices. Any and all Notices submitted by either Party to the other Party pursuant to or as required by this Agreement shall be proper, if in writing and transmitted to the principal office of the City or the Developer, as applicable, set forth in Section 10.2, by one or more of the following methods: (i) messenger for immediate Personal delivery, (ii) a nationally recognized overnight (one-night) delivery service (i.e., Federal Express, United Parcel Service, etc.) or (iii) registered or certified United States Mail, postage prepaid, return receipt requested. Such Notices may be sent in the same manner to such other addresses as either Party may designate from time to time, by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service (or when delivery has been attempted twice, as evidenced by the written report of the courier service) or four (4) calendar days after it is deposited with the United States Postal Service for delivery, as provided in this Section 10 Rejection, other refusal to accept or the inability to deliver a Notice because of a changed address of which no Notice was given or other action by a Person to whom Notice is sent, shall be deemed receipt of the Notice. 10.2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties: To the Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 To the City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk With courtesy copy to City of Santa Ana Page 4 of 7 55 394.00049\33266069.5 75A-349 20 Civic Center Plaza (M-29) P.O. Box 1988 Attention: City Attorney 11. Jurisdiction and Venue. The Parties each acknowledge and agree that this Covenant is entered into and is to be fully performed in the City of Santa Ana, Orange County, State of California, and that all legal actions arising from this Covenant shall be filed in the Superior Court of the State of California in and for Orange County, California, or the United States District Court with jurisdiction in Orange County, California. 12. Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Covenant. The Parties have both participated substantially in the negotiation, drafting, and revision of this Covenant, with advice from legal counsel and other advisers of their own selection. A term defined in the singular in this Covenant may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which also govern all other language in this Covenant. The words "include" and `including" shall be construed to be followed by the words: "without limitation." Each collective noun shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to any document, including this Covenant, refers to such document as modified from time to time (excepting any modification that violates this Covenant), and includes all exhibits, schedules, addenda and riders to such document. The word "or" includes the word "and." Every reference in this Covenant to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time. 13. Counterpart Originals: Integration. This Covenant may be signed in multiple counterpart originals, each of which is deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Covenant, the exhibits attached to this Covenant and the documents (including maps) referenced in this Covenant represent the entire understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda of understanding or agreements between the Parties with respect to all or any part of the subject matter of this Covenant. 14. Severability. If any term or provision of this Covenant or its application to any Person or circumstance shall to any extent be invalid or unenforceable, then the remainder of this Covenant or the application of such term or provision to Persons or circumstances, except those as to which it is invalid or unenforceable, shall not be affected by such invalidity. All remaining provisions of this Covenant shall be valid and be enforced to the fullest extent Law allows. 15. No Waiver. Failure to insist on any one occasion upon strict compliance with any of the terms, covenants, conditions, restrictions or agreements contained in this Covenant shall not be deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Covenant at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 16. Time is of the Essence. Time is of the essence in the performance of the Parties' obligations under this Covenant. Page 5 of 7 55 394.00049\33266069.5 75A-350 17. No Third Party Beneficiaries. The performance of the Parties' respective obligations under this Covenant are not intended to benefit any Person other than City and Developer, except as may be expressly provided otherwise in this Covenant. No Person not a signatory to this Covenant shall have any rights or causes of action against any Party to this Covenant as a result of that Parry's performance or non-performance under this Covenant, except as otherwise expressly provided in this Covenant. 18. Relationship of Parties. The Parties agree and intend that City and Developer are independent contracting entities and do not intend by this Covenant to create any partnership, joint venture, or similar business arrangement, relationship or association between them. 19. Survival of Covenant. All of the provisions of this Covenant shall be applicable to any dispute between the Parties arising from this Covenant, whether prior to or following expiration or termination of this Covenant, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non -appealable judgment or expiration of all applicable limitations periods and all terms and conditions of this Covenant relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Covenant. 20. No Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, or condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times. [Signatures on the following page] Page 6 of 7 55 394.00049\33266069.5 75A-351 SIGNATURE PAGE TO OPERATIONS COVENANT (CARIBOU INDUSTRIES, INC.) IN WITNESS WHEREOF, the City and the Developer have executed this 201 Operations Covenant (Caribou Industries, Inc.) by and through the signatures of their duly authorized representative(s) set forth below: CITY OF SANTA ANA: DEVELOPER: Un Attest: City Clerk k-".o / 1 -- -$ wki m City Attorney Its: Page 7 of 7 55394.00049\33266069.5 75A-352 EXHIBIT "A" TO OPERATIONS COVENANT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 75A-353 EXHIBIT "J" TO DISPOSITION AND DEVELOPMENT AGREEMENT OPTION TO PURCHASE AGREEMENT Exhibit "J" (Option to Purchase Agreement) 55 394.00049\33239203. 12 75A-354 PURCHASE OPTION AGREEMENT THIS PURCHASE OPTION AGREEMENT (this "Agreement'), made as of 2020 (the "Effective Date"), by and between the City of Santa Ana, a public body, corporate and politic ("Optionor"), and Caribou Industries, Inc. a Nevada Corporation ("Optionee"). As used herein, Optionee and Optionor may be referred to collectively as the "Parties", and each individually as a "Party." RECITALS A. Optionor is the fee simple owner of that certain land consisting of 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in Exhibit A attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Land"). Optionor is the fee simple owner of that certain parcel consisting of 211 parking spaces within the parking structure located on Land, and more particularly described in Exhibit B attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Parcel") B. Optionee has proposed the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, (the "Project"). C. The Parties entered into that certain Disposition and Development Agreement, dated October 5, 2020 for references purposes, regarding the Project. D. Optionor is commencing work on the Project which will be completed on or before September 30, 2024 if the Escrow Closing Date is on or before September 30, 2022. If Developer was granted an extension of the Escrow Closing Date by the City Manager pursuant to Section 2.1.40 of the Disposition and Development Agreement then the Project Completion Date shall be September 30, 2025. E. The development of the Project on the Land will be of benefit to Optionor and community by reducing blight, increasing the economic viability of the community, and providing needed public parking to the residents of Santa Ana, California. F. Optionee desires to acquire and Optionor desires to grant to Optionee the sole and exclusive right to purchase, without being obligated to purchase, the Parcel (as defined below), subject to the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Grant of Option. Upon issuance of the last Certificate of Occupancy or Notice of Completion for the Project, Optionor grants to Optionee the sole and exclusive right to purchase, upon the terms and conditions set forth in this Agreement (the "Option"), (a) the Parcel, together with all improvements ("Improvements"), as such improvements may be altered in connection 75A- 55 with the Parking Structure. located thereon (collectively, the "Real Property"); (b) all of Optionor's right, title and interest in all tangible personal property owned by Optionor located upon, attached to, or necessary for the operation of the Real Property (collectively, the "Tangible Personal Property"), to the extent the delivery of such Tangible Personal Property is accepted, in writing by Optionee; and (c) all of Optionor's right, title and interest in all intangible personal property related to the Real Property and the Improvements (collectively, the "Intangible Personal Property") to the extent the delivery of such, Intangible Personal Property is accepted, in writing by Optionee. 3. Option Period; Exercise of Option; Conditions Precedent. The Option shall commence on the date of issuance of the last Certificate of Occupancy or Notice of Completion for the Project and will remain in effect until 11:59 p.m., Los Angeles time, on the date that is forty-five (45) years following date of issuance of the last Certificate of Occupancy or Notice of Completion for the Project (the "Option Period"). Optionee may exercise the Option during the Option Period by delivering to Optionor an executed instrument substantially in the form attached to this Agreement and incorporated herein by reference as Exhibit C ("Option Exercise Notice"). 4. Purchase Price; Terms of Purchase. The purchase of the Parcel pursuant to the Option will be consummated pursuant to a commercially reasonable agreement in a form reasonably acceptable to Optionee and Optionor (the "Purchase and Sale Agreement") which Purchase and Sale Agreement shall contain the Optionee's commitment to operate the parking structure on the Parcel with 211 public parking spaces consistent with the Project, the Development Plan, and those development covenants, operating covenants and associated restrictions agreed to by the Parties therein and shall contain a covenant that the public parking spaces shall be maintained in perpetuity and said covenant shall be recorded prior to the City's transfer of the Parcel. The purchase price ("Purchase Price") for the Parcel shall be: 4.1. For the first fifteen years (15) from the issuance of last Certificate of Occupancy or Notice of Completion for the Project, the Developer shall have the option to purchase the City Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). 4.2. After fifteen (15) years from the issuance of last Certificate of Occupancy or Notice of Completion for the Project until forty-five (45) years have elapsed, Developer shall have the option to purchase the City's Parcel within the Parking Structure for the appraised value or Fifteen Million Dollars ($15,000,000) whichever is greater. 4.2.1. Sixty (60) days prior to any exercise of the option pursuant to Section 4.2 by Optionee, upon notice by Optionee thereof to Optionor (i) the Parties shall nominate and appoint a single appraiser, or, failing that, (ii) the Optionee and Optionor shall each nominate and appoint one appraiser. If two appraisers are appointed as provided in clause (ii) above, the two appraisers so appointed shall, within fifteen (15) days after the appointment of the second appraiser and before exchanging views as to the questions at issue, appoint a third appraiser and give written notice of such appointment to the Parties. In the event that a Party fails to appoint an appraiser within the twenty two (22) day period specified above, then the appraiser appointed by the other Party shall make the appraisal. If the two appraisers selected by the Parties shall fail to appoint or agree upon the third appraiser within the fifteen (15) day period specified above, then a third appraiser 75A-356 may be selected by the Parties if they can agree upon such third appraiser within a further period of ten (10) additional days; otherwise, any Party may apply to any federal or state court of or sitting in the State of California having jurisdiction for the appointment of any appraiser not appointed or agreed upon within the time periods herein provided. The appraisers selected pursuant hereto shall be sworn faithfully and fairly to determine expeditiously the fair market value. The three appraisers (or the one or two appraisers, if only one or two appraisers are appointed) shall, with all possible speed, make the appraisal contemplated herein, set forth their (or its) results in writing, and give notice of the same to the Parties. If two of the three appraisers shall render a concurring determination, then that concurring determination shall be conclusive and binding on the Parties. If no two of the three appraisers shall render a concurring determination, then the determination of the third appraiser appointed by the two appraisers appointed by the Parties shall be conclusive and binding upon the Parties; except that if the determination of the third appraiser shall be lower than the lowest determination of the other two appraisers, or higher than the highest determination of the other two appraisers, the final determination shall be the median determination of the three appraisers. 4.2.2. Each Party shall pay the fees and expenses of the appraiser selected by or on behalf of it and the fees and expenses of the third appraiser, and any general expenses incurred by the appraisers in connection with the appraisal, shall be borne equally between the Parties. 4.2.3. Any appraiser appointed hereunder shall be an appraiser with at least five (5) years' experience in appraising property of the same type as the Property. 5. Due Diligence; Inspections. 5.1. Within ten (10) days following the Effective Date, and from time to time thereafter upon receipt of the same, Optionor shall provide or make available to Optionee copies of all existing documents, agreements, contracts, leases, reports, studies, drawings and/or plans relating to the operations and physical condition of the Parcel in Optionor's possession, including without limitation engineering studies, surveys, energy reports, soils reports, geotechnical reports, traffic studies, leases, governmental correspondence, environmental reports, planning consultant reports, and plans and specifications (the "Due Diligence Materials"). 5.2. Optionor hereby grants Optionee and its agents, consultants, contractors, subcontractors, employees, representatives, and attorneys (collectively, "Optionee's Agents") a license and permission to enter upon, over, under and/or across the Parcel in order to conduct visual inspections, physical testing, air samplings, borings, and other samplings, including but not limited to, observing and documenting the Parcel's as -built conditions, exposing and documenting hidden conditions at the Parcel, by limited removal of interior non -historic fixtures and finishes, performing certain non-destructive testing of materials at the Parcel, extracting concrete core samples in interior non -historically sensitive locations, in connection with the proposed rehabilitation and reuse of the Parcel (the "Inspections"). The Inspections shall be completed at Optionee's sole cost and expense. Optionee or Optionee's Agent shall contact Optionor within one (1) day prior to the time of actual entry onto the Parcel and provide notice of 75A' 357 the date and time when entry will be made. Optionor shall make the Parcel available as soon as reasonably practical thereafter. The license and permission to enter upon, over, under and/or across the Parcel shall commence on the Effective Date and shall expire upon termination of this Agreement. 5.3. Prior to entry onto the Parcel, Optionee shall secure, and shall require its contractors, if any, to secure an insurance policy or policies, as described below. 5.3.1. Notwithstanding any inconsistent statement in the insurance policy or any subsequent endorsement attached thereto, the protection afforded by these policies shall be written on an occurrence basis in which Optionor, and its respective elected and appointed officials, officers, employees, agents and representatives (together, "Additional Insureds") are named as additional insureds on all coverage, except for workers' compensation coverage, and shall (on or prior to the Effective Date, Optionee shall provide to Optionee the complete legal names of all Additional Insureds): (a) Name Additional Insureds as additional insureds on a Commercial General Liability policy; (b) Provide a combined single limit of broad form commercial general liability insurance in the amount of Two Million Dollars ($2,000,000) per occurrence, which will be considered equivalent to the required minimum limits, and such insurance shall (i) be written on an occurrence form, (ii) be written with a primary policy form with limits of not less than $1,000,000 per occurrence; (iii) be written with one or more excess layers to bring the total of primary and excess coverage limits to not less than $2,000,000 per occurrence, (iv) not be written with a deductible greater than $25,000 per occurrence, (v) contain a waiver of subrogation in favor of Optionor; (c) Provide automobile liability insurance for owned, non -owned, and hired vehicles, as applicable to, or for any use related to, the Work, in an amount not less than One Million Dollars ($1,000,000) combined single limit, with excess insurance coverage to bring the total amount of automobile liability insurance coverage to an amount not less than Two Million Dollars ($2,000,000) per accident for bodily injury and property damage; 5.3.2. Optionee shall notify Optionor not less than thirty (30) days before any expiration, cancellation, or non -renewal of such policy or policies; and 5.3.3. Optionee shall furnish certificates of insurance and endorsements to Optionor prior to entry onto the Parcel pursuant to this Section. 5.3.4. Optionee shall comply with Sections 3700 and 3800 of the Labor Code by securing, paying for and maintaining in full force and effect during the Term, and continuing prior to entry onto the Parcel pursuant to this Section, with the earlier to occur of expiration of the Term complete workers' compensation insurance, to statutory limits, with employer's liability limits not less than One Million Dollars ($1,000,000) per occurrence, and shall furnish a Certificate of Insurance to Optionor prior to entry onto the Parcel pursuant to this Section, before the commencement of Work. All Additional Insureds shall not be responsible for any 75A- 358 claims in law or equity occasioned by the failure of Optionee to comply with this section. Every workers' compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, Optionor shall be notified, giving Optionee a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or in the event of nonpayment of premium. 5.3.5. Should any of the required insurance coverage required be written with an annual aggregate such aggregate shall be disclosed in writing to Optionor. 5.3.6. If Optionee fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish Optionor with required proof that insurance has been procured and is in force and paid for, Optionor shall have the right, at its election, to forthwith terminate this the right of entry provided in this Section. 5.3.7. Notwithstanding any requirements contained in this Section, Optionee shall have the right to satisfy its insurance obligations under this Agreement by means of self-insurance. Self-insurance shall mean that Optionee itself is acting as though it were the third -party insurer providing the insurance required under the provisions of this Agreement, and Optionee shall pay any amounts due in lieu of insurance proceeds because of self-insurance, which amounts shall be treated as insurance proceeds for all purposes under this Agreement. To the extent Optionee chooses to provide any required insurance by self-insurance, the protection afforded Optionor and the applicable properties shall be the same as if provided by a third -party insurer under the coverages required by this Agreement. In the event that Optionee elects to self -insure and an event or claim occurs for which a defense and/or coverage would have been available from a third -party insurer, Optionee shall undertake the defense of any such claim, including a defense of Optionor, at Optionee's sole cost and expense to pay any claim or replace any property or otherwise provide the landing that would have been available from insurance proceeds. 5.4. Optionee shall not permit any mechanics', materialmen's or other liens of any kind or nature ("Liens") to be filed or enforced against the Parcel. Optionor reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Parcel, or any portion thereof, or on the improvements on the Parcel, any notices of non -responsibility or other notice as may be desirable to protect Optionor against liability. In addition to, and not as a limitation of Optionor's other rights and remedies under this Section, should Optionee fail, within thirty (30) days of written request from Optionor, either to discharge any Lien (to the extent such Lien is prohibited pursuant to this Section) or to bond for any Lien (to the extent such Lien is prohibited pursuant to this Section), or to defend, indemnify, and hold harmless Optionor from and against any loss, damage, injury, liability or claim arising out of a Lien (to the extent such Lien is prohibited pursuant to this Section), then Optionor, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Optionor, as applicable, by Optionee upon written demand. 75A-359 6. Compliance: Parcel Maintenance and Operation. From the Effective Date, Optionor agrees to act in respect of the Parcel in the following manner: 6.1. Optionor agrees that it will not enter into any leases, licenses or other occupancy permits for the Parcel without the prior written consent of Optionee in each instance, which consent shall not be unreasonable withheld, conditioned or delayed. 6.2. Optionor will timely perform its obligations under any service contracts affecting the Parcel in accordance with the terms and conditions contained therein. Optionor agrees that it will not enter into amend or terminate any service contracts affecting the Parcel without the prior written consent of Optionee in each instance, which consent shall not be unreasonable withheld, conditioned or delayed. 6.3. Optionor will not enter into any contract or agreement that will be an obligation affecting the Parcel except for contracts entered into in the ordinary course of business that are terminable without cause and without payment of a fee or penalty on not more than thirty (30) days' notice. 6.4. Optionor will continue to operate and maintain the Parcel in accordance with past practices and, will not make any material alterations or changes thereto. Optionor will not remove any Tangible Personal Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed item of Tangible Personal Property. 6.5. Optionor shall not do anything, nor authorize anything to be done, which would adversely affect the condition of title of the Parcel. 7. Optionor's Representations and Warranties. Optionor hereby represents and warrants to Optionee that, as of the Effective Date: 7.1. Optionor is a municipal corporation incorporated within and existing pursuant to the laws of the State of California. 7.2. Optionor has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. 7.3. Optionor has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which Optionor is or shall be a party and the consummation of the transactions contemplated hereby. 7.4. The individual executing this Agreement and the individual that will execute the instruments referenced in this Agreement on behalf of Optionor have, or will have upon execution thereof, the legal power, right and actual authority to bind Optionor to the terms and conditions hereof and thereof. 7.5. This Agreement is duly authorized, executed and delivered by Optionor and all documents required in this Agreement to be executed by Optionor pursuant to this Agreement 75AG 360 shall be, at such time as they are required to be executed by Optionor, duly authorized, executed and delivered by Optionor and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Optionor in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. 7.6. Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the certificates, declarations and other documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or governmental authority or conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Optionor is a party or which affect any of the Parcel or the transactions contemplated by this Agreement. 7.7. Other than as disclosed by Optionor to Optionee in writing, there are no legal proceedings either pending or, to the knowledge of the Optionor Representatives, threatened, to which Optionor is or may be made a party, or to which the Parcel, is or may become subject or which could reasonably affect the ability of Optionor to carry out its obligations hereunder or which would affect the Parcel. 7.8. Optionor holds, and can cause the conveyance of, fee title to the Parcel. The transfer of the Parcel is not subject to any right of first refusal or similar purchase or other options. 7.9. There are no brokerage fee, commission, or finders' fee is payable to any person or entity in connection with the transaction contemplated by this Agreement ("Commissions"). Optionor shall promptly advise Optionee in writing if Optionor becomes aware that any representation or warranty made by Optionor is or becomes untrue in any material respect prior to any Close of Escrow. Optionors' representations and warranties set forth in this Section shall be deemed to be restated at consummation of any purchase contemplated in this Agreement and shall survive any such purchase and shall not be merged with any deed. 8. Optionee's Representations and Warranties. Optionee hereby represents and warrants to Optionor that, as of the Effective Date: 8.1. Optionee has all requisite corporate power and authority to execute and deliver, and to perform all its obligations under, this Agreement. Optionee is duly organized, validly existing and in good standing under the laws of the state of its formation, with full power to enter into this Agreement. 8.2. Optionee has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. 75A_ 361 8.3. Optionee has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which Optionee is or shall be a parry and the consummation of the transactions contemplated hereby. 8.4. The individual executing this Agreement and the individual that will execute the instruments referenced in this Agreement on behalf of Optionee have, or will have upon execution thereof, the legal power, right and actual authority to bind Optionee to the terms and conditions hereof and thereof. 8.5. This Agreement is duly authorized, executed and delivered by Optionee and all documents required in this Agreement to be executed by Optionee pursuant to this Agreement shall be, at such time as they are required to be executed by Optionee, duly authorized, executed and delivered by Optionee and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Optionee in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. 8.6. Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the certificates, declarations and other documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or governmental authority or conflict with or result in the breach of any terns, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Optionee is a party or which affect any of the Property or the transactions contemplated by this Agreement. 8.7. Other than as disclosed by Optionor in writing to Optionee, there are no legal proceedings either pending or, to the knowledge of the Optionee Representatives, threatened, to which Optionee is or may be made a party, or to which the Parcel, is or may become subject or which could reasonably affect the ability of Optionee to carry out its obligations hereunder or which would affect the Parcel. Optionee shall promptly advise Optionee in writing if Optionee becomes aware that any representation or warranty made by Optionee is or becomes untrue in any material respect prior to any Close of Escrow. Optionee's representations and warranties set forth in this Section shall be deemed to be restated at consummation of any purchase contemplated in this Agreement and shall survive any such purchase. 9. Destruction/Condemnation of Parcel: Other Notices. In the event that all or any portion of the Land or Improvements is damaged or destroyed by any casualty or is subject to a taking or condemnation under the provisions of applicable law after the Effective Date but prior to the date of Closing, Optionor shall give Optionee immediate written notice of the same. Optionor shall promptly notify Optionee of any building code violation notices or actions pending, and of any event that causes the representation of Optionor under this Agreement to no longer be true or correct. 75A' 362 10. Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail, return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. If to Optionee: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 If to Optionor: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn.: City Clerk with a copy to: City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Attn.: City Attorney 11. Memorandum of Agreement. At Optionee's request, Optionor shall execute a memorandum of this Agreement in a form satisfactory to Optionee and Optionee may record such memorandum in the real estate records of the County in which the Real Property is located. 12. Assignment. Optionor may not assign its interest in this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Optionee, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing paragraph, Optionee may, without the prior written consent of Optionor assign its interest in this Agreement, or any of its rights or obligations hereunder to a Permitted Transferee (as defined below). As used herein, the term "Permitted Transferee" means (a) any affiliate of Optionee, being a person or entity who, directly or indirectly, controls, is controlled by, or is under common control with, Optionee, including any partner, member, stockholder or other equity holder of Optionee (for purposes of this definition, "control" shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of Optionee, whether through ownership of voting securities, membership, partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and "controlled" shall have correlative meanings); or (b) a successor related to Optionee by merger, consolidation, non -bankruptcy reorganization or government action. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and shall be binding upon the successors and assigns of the parties. 13. Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all 75A' 363 such fixrther instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting party, in order to carry out the intent and purpose of this Agreement. 14. Calculation of Time Periods; Business Day; Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Real Property is located. As used herein, the term "Business Day" means any day that is not a Saturday, Sunday or legal holiday for national banks in the city in which the Real Property is located. Subject to the foregoing provisions, time is of the essence of this Agreement. 15. Entire Agreement; Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Parties. 16. Binding Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 17. Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein. 18. Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 19. Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms "include," "including," and similar terms will be construed as if followed by the phrase "without being limited to." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 75A1()364 20. Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 21. Optionor's Breach. In the event of a breach by Optionor of its obligations under this Agreement that continues without cure beyond the applicable cure period, if any, or, if none, for more than thirty (30) days after Optionee shall have given Optionor written notice thereof ("Optionor Breach"), Optionee may elect to terminate this Agreement, in which event this Agreement shall terminate and the Parties shall have no further rights or obligations under this Agreement, except for rights and obligations which, by their terms, survive the termination of this Agreement. 22. Optionee Indemnity. Subject to the terms and conditions set forth in this Section, Optionee shall indemnify, hold harmless, and defend Optionor and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Optionor Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by an Optionor Indemnified Party (collectively, "Optionor Losses"), arising out of any claim alleging: (i) any breach or non- fulfillment of any covenant or any negligent or more culpable act or omission of Optionee or its personnel (including any reckless or willful misconduct) in connection with this Agreement; (ii) any false representation of Optionee under this Agreement; or (iii) any claim for payment of Commissions to any other person or entity claiming by, through or under Optionee. Notwithstanding anything to the contrary in this Agreement, Optionee is not obligated to indemnify, hold harmless or defend any Optionor Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Optionor Losses arise out of or result from: (a) any pre-existing facts, circumstances, liabilities for matters merely discovered by Optionee (i.e., latent environmental contamination to the extent Optionee does not materially exacerbate same following its initial discovery), (b) Optionor Indemnified Party's and/or Optionor's agents' gross negligence or more culpable act or omission (including recklessness or willful misconduct), or (c) Optionor Indemnified Party's bad faith failure to materially comply with any of its material obligations set forth in this Agreement. Payments by Optionee under this Section in respect of any Optionor Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by any Optionor Indemnified Party in respect of any such indemnity claim. Any Optionor Indemnified Party shall use its best efforts to seek to recover any insurance proceeds in connection with making a claim under this Section. Promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, any Optionor Indemnified Party shall reimburse Optionee for such reduction in Optionor Losses for which any Optionor Indemnified Party was paid under this Section before the realization of reduction of such Optionor Losses. Any Optionor Indemnified Party shall give Optionee prompt written notice (a "Claim Notice") of any Optionor Losses or discovery of facts on which such Optionor Indemnified Party intends to base a request for indemnification under this Section. Any Optionor Indemnified Party's failure to provide a Claim Notice to Optionee under this Section does not relieve Optionee of any liability that Optionee may have to any Optionor Indemnified Party, but in no event shall Optionee be liable for any 1 75A`365 Optionor Losses that result from a delay in providing a Claim Notice. Each Claim Notice must contain a description of the claim and the nature and amount of the related Optionor Losses (to the extent that the nature and amount of the Optionor Losses are known at the time). Any Optionor Indemnified Party shall furnish promptly to Optionee copies of all papers and official documents received in respect of any Optionor Losses. Optionee's duty to defend applies immediately, regardless of whether any Optionor Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any claim. Optionee may assume, at its sole option, control of the defense, appeal or settlement of any claim that is reasonably likely to give rise to an indemnification claim under this Section (an "Optionee Indemnified Claim") by sending written notice of the assumption to Optionor on or before thirty (30) days after receipt of a Claim Notice to acknowledge responsibility for the defense of such Optionee Indemnified Claim and undertake, conduct and control, through reputable independent counsel of its own choosing (which Optionor shall find reasonably satisfactory) and at Optionee's sole cost and expense, the settlement or defense thereof. If Optionee assumes control of the defense under this Section, Optionor Indemnified Party (a) shall fully cooperate with Optionee in connection therewith; and (b) may employ, at any time, separate counsel to represent it; provided, that Optionor Indemnified Party is solely responsible for the costs and expenses of any such separate counsel. Notwithstanding anything to the contrary in this Section, Optionor Indemnified Party may defend an Optionee Indemnified Claim with counsel of its own choosing and without the Optionee's participation if: (a) the Optionee Indemnified Claim is one for which Optionor properly gave Optionee a Claim Notice under this Section, and Optionee fails to assume the defense or refuses to defend the Optionee Indemnified Claim under this Section; (b) the Optionee Indemnified Claim seeks only an injunction or other equitable relief against Optionor Indemnified Party; or (c) Optionor Indemnified Party reasonably believes: (i) that there are one or more legal or equitable defenses available to it that are different from or in addition to those available to Optionee; and (ii) counsel for Optionee could not adequately represent the interest of Optionor Indemnified Party because such interest could be in conflict with those of Optionee; or (iii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification or defense obligations of Optionee. If Optionor Indemnified Party assumes control of the defense under this Section, Optionee shall: (a) reimburse Optionor Indemnified Party promptly and periodically for the reasonable costs properly incurred in defending against the Optionee Indemnified Claim (including reasonable attorneys' fees and expenses); and (b) remain responsible to Optionor Indemnified Party for any Optionor Losses indemnified under this Section. Optionee shall give prompt written notice to Optionor of any proposed settlement of an Optionee Indemnified Claim. Optionee may not, without Optionor's prior written consent, which Optionor shall not unreasonably withhold, condition or delay, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent: (a) includes an unconditional release of Optionor Indemnified Party from all liability arising out of such claim; (b) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Optionor Indemnified Party; and (c) does not contain any equitable order, judgment or tern (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Optionor Indemnified Party. Optionor Indemnified Party may not settle or compromise any claim or consent to the entry of any judgment regarding which it is seeking indemnification hereunder without the prior written consent of Optionee, which Optionee shall not unreasonably 175A=366 withhold, condition or delay, unless: (a) if the Optionee Indemnified Claim is one for which Optionor properly gave Optionee a Claim Notice under this Section, and Optionee fails to assume the defense or refuses to defend the Optionee Indemnified Claim under this Section; or (b) such settlement, compromise or consent: (i) includes an unconditional release of Optionee from all liability arising out of such claim; (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Optionee; and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Optionor Indemnified Party. The obligations of Optionee and Optionor Indemnified Party under this Section shall survive the Closing or earlier termination of the Disposition Agreement and the expiration or earlier termination of this Agreement. [Signatures on the following page] 1 75A�367 IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. OPTIONEE: CARIBOU INDUSTRIES, INC. C Name: Its: OPTIONOR: CITY OF SANTA ANA, a public body, corporate and politic C Name: Its: Exhibits: Exhibit "A" Legal Description of the Property Exhibit `B" Legal Description of Parcel Exhibit "C" Notice of Exercise of Option Signature page to Caribou Industries, Inc. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 76A-369 EXHIBIT A TO PURCHASE OPTION AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 75A-370 EXHIBIT B LEGAL DESCRIPTION OF PARCEL 79A-371 82-•361609 EMIB1T W All of that certain real property situated in the State of / California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 31 6 and the southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in 01ock 11 and all of Lots 1, 2, 3, 4, 5 and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as sha-n on said Map, as vacated and described in that cE:r Lain Resolution No. 82-17 of the City Council of the City Of Santa Ana, a certified copy of which was recorded February 11, 1482, as Document No. 22-051577 of Official Records of Orange County, California, bounded southerly by file North line of Third Street, 60.00 feet pride, and hounded Northerly by a line parallel with and distant Northerly 110.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the Fast 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on a Map recorded i.n Book , page 51 of Miscellaneous Records of Los Angeles: County, California, as reserved in the need to J.F. Lieberg et al, dated June 5, 1923 and recorded in 'look 475, page 362 of Deeds, records of orange County, California. parcel 3: The right to use that portion Of a brick wail If the building on Lot 1 in Block L1 of the Town of Sant' Ara, as per Map recorded in Book 2, page 51 of Miscellaneocs Records of LOS Angeles County, California, which adjoins the Fast boundary line of the South 25.00 feet of Lot 2 in paid Alock 11, as a party wall, as jr.ntei by t:at certain alsoreellent, dated July 1, 1919 by and between 11.R. Andre, as Roy Andre, at al, as parties of the first part, anAugust Carden at al, as parties of the second part, rrecorded o`_ Orange 19, 1919 in Book 341, page 362 of needs, County, California. 75A-372 EXHIBIT C OPTION EXERCISE NOTICE To: Pursuant to the provisions of that certain Purchase Option Agreement (this "Agreement'), made as of 2020 (the "Effective Date"), at Santa Ana, California, by and between City of Santa Ana, a public body, corporate and politic ("Optionor"), and Caribou Industries, Inc. a Nevada Corporation ("Optionee"), Optionee hereby exercises the Option. Capitalized terms not defined in this Notice of Exercise shall have the meanings ascribed to them in the Agreement. Dated: 2020 OPTIONEE: CARIBOU INDUSTRIES, INC. a Nevada Corporation By: _ Name: Its: 7�X-373 EXHIBIT "K" TO DISPOSITION AND DEVELOPMENT AGREEMENT GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT, DATED OCTOBER 5, 2020 FOR REFERENCE PURPOSES ("PARKING AGREEMENT") Exhibit "K" (Parking Operations Agreement) 55394.00049\33239203.12 75A-374 RECORDED AT REQUEST OF CLERK, CITY COUNCIL CITY OF SANTA ANA WHEN RECORDED RETURN TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk Exempt from Filing Fees Gov. Code Sections 27383, 6103 GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT by and between the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California, and CARIBOU INDUSTRIES, INC., a Nevada Corporation [Dated as of October 5, 2020, for reference purposes only] Page 1 of 14 55 3 94.0 004 9\3 3 221248.8 75A-375 THIS GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT ("Parking Agreement") is dated for reference purposes only as of and made and entered into by and between the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), and Caribou Industries, Inc. a Nevada Corporation (the "Developer") (collectively, the "Parties," and each a "Parry"). The Parties enter into this Agreement with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. City and Developer have entered into a Disposition and Development Agreement, dated October 5, 2020 for references purposes only, (the "DDA") for the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces ("Project"). B. Pursuant to the DDA, the City will convey to Developer the real property generally located at 201 West 3`d Street, Santa Ana, CA 92701 and as more particularly described in the legal description(s) attached to this Agreement as Exhibit "A" and depicted as APN 398-264-13 on the site plan attached to this Agreement as Exhibit "F" to the DDA (the "Property"). C. City is the Owner of "Parcel A" as shown on Exhibit B, which is incorporated herein by this reference which contains 211 public parking spaces. ("Public Parking Parcel") D. Developer is the owner of the Mixed Use Project, which contains 171 residential units, as shown on "Parcel B" which contains 196 parking spaces. ("Mixed Use Parking") E. Developer is the owner of the Hotel Project, which contains seventy five (75) hotel units, as shown on "Parcel C" which contains eighty-three (83) parking spaces which are accomplished by tandem parking spaces as well as the use of mechanical lifts. ("Hotel Parking") F. The Public Parking Parcel, the Mixed Use Parking and Hotel Parking are shown on Exhibit b, which is incorporated herein by this reference. G. Mixed Use Parking and Hotel Parking may be referred to together as "Developer Parking Parcels." ("Developer Parking Parcels") H. Public Parking Parcel, Mixed Use Parking and Hotel Parking may be referred to together as "Parking Structure". I. The City and Developer desire to enter into this Parking Agreement to set forth with specificity the accessibility and parking obligations applicable to the Parking Structure. ARTICLE 1 PARTIES; EFFECTIVE DATE 1.1 Incorporation of Recitals. The City and Developer agree that all of the above recitals are true and correct and are hereby incorporated into this Parking Agreement. Page 2 of 14 55 3 94.0 004 9\3 3 221248.8 75A-376 1.2 Effective Date of Agreement. This Parking Agreement is dated as of October 5, 2020, for reference purposes only. This Parking Agreement will become effective upon execution by the parties ("Effective Date") 1.3 Parties to Agreement. 1.3.1 The City. The address of the City is 20 Civic Center Plaza (M-25), P.O. Box 1988, Santa Ana, CA 92701; Attention: Steven Mendoza, Acting City Manager/Executive Director for Community Development. 1.3.2 The Developer. The Developer is Caribou Industries, Inc. a Nevada Corporation, LLC, The principal address of the Developer is 1103 N. Broadway, Santa Ana, CA 92701: Attention: Michael Harrah. 1.4 All of the terms, covenants and conditions of this Parking Agreement shall be binding on and shall inure to the benefit of the Developer and its nominees, successors and assigns. Wherever the term "Developer" is used herein or therein, such term shall include any nominee, assignee or successor of the Developer. 1.4.1 The City and Developer are sometimes individually referred to as "Party" and collectively as "Parties." ARTICLE 2 GRANT OF EASEMENTS 2.1 City Grant of Easements in Public Parking Parcel. The City hereby grants to Developer, for the benefit of Developer, a non-exclusive easement for pedestrian and vehicular ingress and egress for that certain real property (referred to herein as "Public Parking Parcel' described in Exhibit B and Exhibits B is hereby incorporated herein by reference. ("City Easement') The City Easement is being granted for the benefit of Developer for the purpose of constructing, operating and maintaining a portion of the Parking Structure and enabling the provision of a vehicular passageway throughout the Parking Structure. City Easement shall be enforceable as a covenant running with the land and an equitable servitude upon the lands overlying the Parking Structure, binding upon said lands, each person having or acquiring any right title or interest in said lands or any part thereof, or any improvements thereon, and upon their respective successors and assigns, and shall run for the benefit of the Developer and its successors and assigns owning or operating the Parking Structure. The grant of these Easements shall survive the termination of this Parking Agreement. 2.2 Developer Grant Easements in Developer Parking Parcels. The Developer hereby grants to City, for the benefit of City, non-exclusive easement for pedestrian and vehicular ingress and egress for that certain real property (referred to herein as the "Developer Parking Parcels") described in Exhibit B. ("Developer Easement') The Developer Easement shall be enforceable as a covenant running with the land and an equitable servitude upon the Parking Structure, binding upon each person having or acquiring any right, title, or interest in the Site or any part thereof, or any improvements thereon, and upon their respective successors and assigns, and shall run for the benefit of the City and its successors and assigns owning or operating the Parking Structure. Any conveyance of all or any part of or interest in the Parking Structure or Project shall be subject to, and by this Parking Agreement is deemed to be subject to, Easement Page 3 of 14 55 3 94.0 004 9\3 3 221248.8 75A-377 granted by Developer to the Developer Parking Parcels. The grant of these Easements shall survive the termination of this Parking Agreement. 2.3 Term. The term of this Parking Agreement shall remain in effect so long as the City owns the Public Parking Parcel. ARTICLE 3 OPERATION OF PARKING STRUCTURE 3.1 Costs of Operation and Maintenance. During the term of this Parking Agreement, Developer shall be solely responsible for all costs and expenses incurred for operating and maintaining, or causing to be operated and maintained, the Parking Structure, in accordance with the terms of this Parking Agreement. 3.2 Public Parking. Upon the issuance of a certificate of occupancy or certificate of completion by the City for the Parking Structure, or as soon thereafter as the Parties may mutually agree, the Public Parking Parcel which contains 211 public parking spaces, shall be available to members of the public twenty-four (24) hours a day, 365 days a year (the "Public Parking"). Developer shall ensure that the Residential tenants, Hotel Guests, and the staff for any use within the Project shall park in those designated spaces and shall not utilize the Public Parking at any time unless they pay for use of the Public Parking. Any use of the Public Parking by Residential tenants, Hotel Guests, and the staff for any use within the Project shall be subject to paying the Public Parking Fee consistent with the current Public Parking Rates set in accordance with Section 3.3. 3.2.1 No Common Area on floors within the Parking Structure containing Public Parking Parcels be used for parking without the express written consent of the City, nor shall any Common Area necessary to access the Public Parking Area be used for parking without the express written consent of the City. 3.2.2 Developer understands that the City currently sells monthly parking passes, and thirty (30) parking spaces are leased to California State University, Fullerton Foundation. The lease with California State University, Fullerton Foundation is set to expire on December 31, 2028. The City will work with California State University, Fullerton Foundation to relocate the thirty (30) leased parking spaces. If the relocation cannot be accomplished the Developer will accommodate the lease as part of the 211 public parking spaces. 3.2.3 If the thirty (30) leased parking spaces are unable to be relocated prior to the execution of this Agreement, these thirty (30) leased parking spaces shall not be subject to the parking rates as set forth in Section 3.3. 3.3 Parking Rates. Developer shall be entitled to establish the Public Parking Rates. The parking rates should be consistent with parking rates in the surrounding area. Public Parking Rates shall be approved in writing by the City. Developer shall not lease or issue any monthly parking pass for the Public Parking Space(s) without the prior written approval of the City. 3.4 Parking Revenue. Page 4 of 14 55 3 94.0 004 9\3 3 221248.8 75A-378 3.4.1 Collection of Parking Revenue. Developer may either provide staff to collect the Public Parking Fees, utilize automated equipment to collect the Public Parking Fees or a combination of staff and automated equipment. The Parking Rates shall be charged and collected twenty-four (24) hours a day. 3.4.2 Distribution of Parking Revenue. Developer shall use and distribute the Public Parking Revenue in the following order (1) payment of any Third Party Parking Agreement, if one is executed by Developer in accordance with DDA Section 5.13.2; (2) Parking Structure Operation expenses; (3) Payment of the Parking Structure Debt incurred by the City; (4) Distribution to City and Developer in compliance with Terms of the DDA Section 5.13, et. seq. 3.5 Developer's Duties. The Developer at all times shall have full control of and management of the Parking Structure, subject to the following: 3.5.1 Parking Structure Debt. Developer covenants and agrees pursuant to the terms of the DDA that Developer shall be solely responsible to pay the Parking Structure Debt in accordance with the terms of the DDA. 3.5.2 Management and Operating Plan. At least ninety (90) days prior to the completion of the Parking Structure, Developer shall submit to the City a Management and Operating Plan for the Parking Structure. 3.5.2.1 The Management and Operating Plan shall contain the following: (a) the method of collection of Parking Fees (e.g. staff collection at gate, automated gates or pay point); (b) the proposed fee structure for the Parking Rates; (c) the maintenance schedule including a telephone number where the City can contact someone twenty-four (24) hours a day to identify any deficiencies with the maintenance of the Parking Structure; (d) if Developer will be using a Third Party Operator, the proposed agreement with the Third Party Operator shall be provided; and (e) the annual Budget to the operation of the Parking Structure. 3.5.2.2 City shall be entitled to request and Developer shall provide any additional information City determines in its sole discretion is necessary to ensure the adequate operation of the Parking Structure. 3.5.3 Consistent with the approved Site Plans for the Project, Developer shall be entitled to post signage and paint curbs and lines in a manner typical of Parking Structure such as, without limitation, restricting the hours and duration of parking, designating specific spaces for use by members of the Public, or the Hotel or Residential use; designating specific spaces for handicapped parking, and establishing speed limits, gates, controls and other barriers and routes of travel. At no time shall Developer designate any parking within the Public Parking Parcel for any use other than Public Parking. Page 5 of 14 55 3 94.0 004 9\3 3 221248.8 75A-379 3.5.4 Enforce the observation of posted speed limits within the Parking Structure and to enforce parking restrictions including the duration of parking, and specified purpose spaces, and in connection therewith, to exact fines and penalties and/or cause vehicles to be towed away at the vehicle owner's expense in accordance with applicable parking ordinances. 3.5.5 In consultation with City's Police Department and in compliance with all City laws and regulations, institute security measures which may include, but are not limited to, gates, parking attendants, video cameras, motion sensors, lighting, and other means of controlling and securing the Parking Structure against unauthorized entry or improper, undesirable, or criminal conduct. It is further understood that notwithstanding that the Public Parking to be made available, Developer retains the right to exclude any specific person or persons who may have committed or be suspected of committing any improper, undesirable or criminal conduct or for any other reasons whatsoever except and to the extent prohibited by law. 3.5.6 Maintenance of Parking Structure. During the Term, Developer shall maintain, or cause to be maintained, in good condition and repair Parking Structure, in a neat, clean, sanitary and orderly condition, ordinary wear and tear and casualty excepted, including landscaping, utility systems, lighting, paving, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures foundations, directional signage, ornamentation, and all other improvements on or to the Parking Structure, now existing or made in the fixture. All maintenance shall be done in accordance with the all applicable Federal, State and local statutes, ordinances, rules, standards and regulations. 3.5.6.1 Developer shall provide a telephone number that the City can contact twenty-four (24) hours a day to report any maintenance deficiency. 3.5.6.2 Developer shall make repairs as soon as practicable and shall notify City once the maintenance deficiency is corrected. If Developer fails to correct the maintenance deficiency within forty-eight (48) hours of being reported by the City, unless Developer has requested additional time is necessary to correct the maintenance deficiency, City in its sole discretion has the right but not the duty to correct the maintenance deficiency, or to hire a contractor to perform the correction. Developer shall be liable for all costs incurred by the City to correct the maintenance deficiency, including City Staff time, and shall reimburse City for the costs within ten (10) days of receiving the invoice from the City. Should Developer fail to pay the invoice within thirty (30) calendar days from invoice, the costs shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. The City's right, but not the obligation, to cure any maintenance deficiencies shall not be deemed to create any special duty of care or create any right of any third parties, whether founded in tort or contract. 3.6 Insurance. 3.6.1 Continuously during the Term, Developer shall furnish, or shall cause to be furnished, to City evidence that Developer maintains Commercial General Liability insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001; such insurance policy or policies (including umbrella coverage, if any) to afford with minimum limits of at least Three Million Dollars ($3,000,000.00) per occurrence for bodily injury, personal injury and property damage. 3.6.2 Endorsements containing the following four provisions shall be obtained for the policies providing the above insurance: Page 6 of 14 55 3 94.0 004 9\3 3 221248.8 75A-380 3.6.2.1 Additional named insureds: "The City of Santa Ana, its elective and appointive boards, officers, agents, volunteers and employees are added as additional named insureds with respect to this subject project and contract with the City." 3.6.2.2 Notice: "Said policy shall not terminate nor shall it be canceled or the coverage reduced until after thirty (30) days written notice is given to the City of Santa Ana." 3.6.2.3 Primary coverage: "Said policy and coverage as is afforded to the City of Santa Ana, its elective and appointive boards, officers, agents, volunteers and employees shall be primary insurance and not contributing with any other insurance maintained by the City of Santa Ana." 3.6.2.4 Cross-liability/Severability of interests: "Said policy provides cross -liability coverage for Developer and City and provides for severability of interests." 3.6.3 Any and all insurance policies required hereunder shall be obtained and maintained at all times from insurance companies admitted in the State of California and rated at least A: VIII in Best's Insurance Guide. Any insurance maintained hereunder may be maintained under blanket policies, covering other risks and properties. 3.6.4 Developer agrees that any policy limits specified in this Section 3.6 shall be increased from time to time during the Term as reasonably requested by City in writing as follows: 3.6.4.1 City may request no more than once in any five (5) year period during the Term that the coverage limits be reviewed to set forth an increase in coverage limits. 3.6.4.2 Upon receipt of such a request from City, Developer shall consult with Developer's insurance agent and City shall consult with its Risk Manager, and the insurance limits shall be increased, if appropriate, to equal the then -prevailing commercially reasonable levels of insurance carried by prudent and responsible owners of similar privately - owned parking facilities in Orange County. 3.7 Indemnity. 3.7.1 To the fullest extent permitted by law, Developer shall fully indemnify, defend (at Developer's sole cost and expense and with legal counsel selected and approved by City, in City's sole discretion), protect and hold harmless City, its elected officials, directors, board members, officers, employees, contractors, volunteers, agents and attorneys (collectively "City Indemnitees") from and against any and all actual claims, demands, obligations, acts, causes of action, damages, costs, expenses, losses, judgments, fines, penalties and liabilities, in law or in equity ("Claims"), to person or property, of every kind or nature whatsoever claimed, made or suffered by any person or entity, relating to this Parking Agreement, the construction or condition of the Parking Structure, or operation of the Parking Structure by Developer, or its employees, agents, contractors or representatives ("Third Party Challenge"), except insofar as such Claims are the result of gross negligence or willful misconduct of any City Indemnitee. Developer further agrees that City may use its own legal staff or outside counsel in connection with defense of any Third -Party Challenge, at the City Attorney's sole discretion, and City shall Page 7 of 14 55 394.00049\33221248.8 75A-381 have the right to select outside counsel of its choice, in its sole discretion. All reasonable costs to City associated with its defense of any Third Party Challenge, including but not limited to the time and expenses of the City Attorney's Office, other City staff, any Consultants or experts retained in connection with the Third Party Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by Developer. City will provide Developer with monthly invoices for all such costs in the case of a Third Party Challenge. Developer shall make payment to City for any costs covered by this section within thirty (30) days of receipt of an invoice from City for such costs. 3.7.2 Developer's waivers with regard to City as well as its commitments to the defense and indemnification of City set forth herein shall remain in full force and effect throughout all stages of any lawsuit, claim, or proceeding. 3.7.3 In the event of any Third Party Challenge, the Parties shall cooperate in defending against such challenge. Each party shall promptly notify the other of any such challenges. Developer shall assist and cooperate at its expense with City in connection with any such challenges. 3.7.4 In any action at law or equity or other legal or administrative proceeding arising out of or relating to this Parking Agreement, or Developer's operation of the Parking Structure, neither City nor Developer shall be entitled to damages or other remedies or relief except as expressly set forth in this Parking Agreement. Permitted remedies shall include mandatory or injunctive relief, writ of mandate, specific performance of this Parking Agreement, or a claim for reimbursement of unexpended funds and advanced by Developer to City. Without limiting the generality of the foregoing, neither City nor Developer shall be liable under any circumstances for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages, regardless of whether the claim for damages is based on contract, tort, statute or other basis of liability. 3.7.5 Indemnification Survives Termination. The rights and obligations set forth in this Section 3.7 shall survive termination of this Parking Agreement. 3.8 Developer Solely Responsible. Developer acknowledges and agrees that it is solely responsible for the operation and maintenance of Parking Structure and that City shall have no liability for any claims arising out of such operation and maintenance of Parking Structure. 3.9 Restoration After Casualty. Subject to the limitations contained in this Section 3.9, in case of casualty resulting in damage or destruction to the Parking Structure during the Term, Developer shall restore the Parking Structure, as nearly as feasible to its condition prior to the casualty (except that Developer shall have the right to make reasonable alterations). 3.10 Developer's Obligation to Pay Taxes. During the Term, Developer shall pay all lawfully required property taxes and assessments on the Site, including, without limitation, real estate and personal property taxes, and any and all utility, city, or county assessments, lawfully assessed, levied, confirmed, or imposed during the Term of this Parking Agreement, whether or not now customary or within the contemplation of City and Developer. 3.10.1 Developer will have the right to contest the amount or validity, in whole or in part, of any tax or assessment by appropriate proceedings diligently conducted in good faith, only after paying the tax or posting such security as may be reasonably and customarily Page 8 of 14 55 3 94.0 004 9\3 3 221248.8 75A-382 necessary in order to protect the Public Parking against loss or forfeiture. Upon the termination of those proceedings, Developer will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties, or other related liabilities. City will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the proceedings be brought by or in the name of City. In that event, City will join in the proceedings or permit them to be brought in its name; however, City will not be subjected to any liability for the payment of any costs or expenses in connection with any contest or proceedings, and Developer will indemnify City against and hold City harmless from any of those costs and expenses. 3.11 Covenants Running with the Land. The covenants of this Article 2 and 3 shall be covenants running with the land under California Civil Code Section 1468 of the Developer Property and of the Public Access Parcels for the benefit of the and the City, and binding upon successive owners of the Developer Property, until the end of the term, as defined in Section 2.3. ARTICLE 4 AUDITS 4.1 Audit and Records. The Developer agrees to provide, within forty-eight (48) of written notice provided by City, such reasonable reports, ledgers, receipts, invoices and similar documentation as may be necessary or relevant to the determination of Revenue received by Developer from the collection of Parking Fees, the Costs of Operation and Maintenance of the Parking Structure, and data regarding Parking Structure activity. City or its designee may request any other information it deems necessary to monitory compliance with the requirements set forth in the DDA or this Parking Agreement. Such records shall be maintained for a period of no less than five (5) years from their creation. The City may at any time, require the Developer to allow an audit of its books and records concerning the operation and maintenance of the Parking Structure by a certified public accounting firm of the City's choice and shall direct its accountants, attorneys, consultants and others having possession or control of such information and/or documentation to reasonably cooperate with the City's auditors; provided, however, that the Developer shall be required to disclose or make available any information or document subject to a privilege or exemption pursuant to any provision of the California Evidence Code. 4.1.1 City shall be permitted to inspect and photocopy same, and to retain copies, outside of the Developer's premises, of any and all records with appropriate safeguards, if such retention is deemed necessary by the City in its reasonable discretion. This information shall be kept by the City in strictest confidence allowed by law. 4.1.2 All books, records, documents and any other evidence referenced in this Section 4.1 shall be maintained or made available in a single location in Santa Ana. 4.1.3 Once every fiscal year, City may request an audit to be performed by an independent audit firm selected by City, Developer shall be solely responsible for the expense of this audit. City may perform additional audits during the fiscal year, but any additional audit(s) shall be at the sole expense of the City. 4.2 If the conclusion of such audit is that the Developer has understated its Parking Revenue by more than ten percent (10%), or overstated its Expenses by more than ten percent Page 9 of 14 55 3 94.0 004 9\3 3 221248.8 75A-383 (10%), in any quarter, the Developer shall reimburse the City any underpayment of Fees owed to City within ten (10) days written demand therefor, computed from the date that such underpayment was otherwise due, together shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. ARTICLE 5 II 1 : UI : � Ih: Y 1 ► 5.1 Event of Default. Each of the following shall constitute an "Event of Default" under this Parking Agreement: 5.1.1 Failure by a Party to comply with and observe any of the conditions, terms, or covenants set forth in this Parking Agreement, if such failure remains uncured within sixty (60) days after written notice of such failure from the other Party in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Party in default fails to commence such cure within such sixty (60) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period, notice requirement, or remedy is specified under any other section of this Parking Agreement, then the specific provision shall control. 5.1.2 At City's sole discretion, City can request developer Terminate the Third Party Operator. Developer shall replace the Third Party Operator within ninety (90) calendar days of City's request. 5.1.3 At City's sole discretion if Developer fails to cure the default, City shall have the right but not the obligation to become the operator of the Parking Structure. If City becomes the Operator, all City incurred expenses including staff time for the operation of the Parking Structure shall be paid by the Parking Revenue received by the Parking Structure, should the Parking Revenue be insufficient to cover City incurred expenses, then Developer shall reimburse the City for the City's incurred expenses that were not covered by the Parking Revenue. Developer shall pay City within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City pursuant to this Section 5.3.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 5.1.4 Should Developer purchase Public Parking Parcel from City and Record of a covenant to retain and maintain the 211 Public Parking Spaces in perpetuity the benefit of the City, then the terms of this Parking Agreement shall expire, excepting however, that the Indemnity Provisions and all granted Easements, for access and parking shall survive the termination of this Parking Agreement. 5.2 Legal Actions. Either party may institute legal action to cure, correct or remedy any default, and recover damages for any such default, or to obtain any other remedy available to that party, in law or in equity, consistent with the provisions of this Parking Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange County, State of California. Page 10 of 14 55 3 94.0 004 9\3 3 221248.8 75A-384 ARTICLE 6 MISCELLANEOUS TERMS 6.1 Entire Agreement. This Parking Agreement, which incorporates the DDA, contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this Parking Agreement shall be of no force and effect. This Parking Agreement may be amended only by a subsequent document in writing, signed by the Parties. 6.2 Attorneys' Fees. In the event of any action or proceeding relating to this Parking Agreement or any breach thereof, the prevailing Party shall be entitled to recover from the non - prevailing Party, in addition to all other relief available to it, its reasonable attorneys' fees and costs. 6.3 Binding Effect. This instrument shall be binding on and shall inure to the benefit of Developer and City, and their respective permitted successors, assigns, heirs, executors and administrators, and shall run with the land comprising the Parking Structure, and be binding upon all successor owners, lessees and mortgagees of the Site, and inure to the benefit of all successor owners of the Site and their mortgagees. 6.4 City Manager's Authority. The City Manager is hereby given the authority, on behalf of the City, to approve minor, non -substantive amendments to this Parking Agreement, and to give, condition or withhold the City's approvals as described herein, all without the need to return to the City's governing board for approval or ratification. 6.5 Subordination. At Developer's request from time to time, the City shall sign such documents as may be requested by Developer, to confirm that the City's rights under this Parking Agreement, are subject and subordinate to other encumbrances on the Site including, without limitation, deeds of trust and declarations of covenants, conditions, restrictions and reciprocal easements; provided, however, that as a condition of signing any document, the City shall be provided an agreement from the holder of the senior encumbrance that, except in the case of an Event of Default on the part of the City, the City's rights under this Parking Agreement including, without limitation, the Parking Covenant, shall not be disturbed. [Signatures on following pages] Page 11 of 14 55 3 94.0 004 9\3 3 221248.8 75A-385 SIGNATURE PAGE TO GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT By and Between �ITI�F MANTA AND CARIBOU INDUSTRIES, INC. CITY OF SANTA ANA: DEVELOPER: By:_ Name: Its: Attest: By: City Clerk 0uaITIMA91o7:R�lIlei To] :7u$ By: City Attorney m Its: 55394.00049\33221248.8 75A-386 EXHIBIT A LEGAL DESCRIPTION 55 3 94.0 004 9\3 3 221248.8 75A-387 EXHIBIT "A" TO GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 75A-388 EXHIBIT B City Easement and Developer Easements 55 3 94.00049\3 3 221248.8 75A-389 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Free Recording pursuant to Government Code 17383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement'), made and entered into this day of 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Caribou Industries, Inc., a Nevada corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. The City owns that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 201 West 3`d Street, Santa Ana, California, 92701, and legally described as set forth in Exhibit A attached hereto and incorporated herein by this reference as if set forth in full ("Property"). B. Based on the reasons identified in the Disposition and Development Agreement between the Parties, the City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project as defined herein. C. Developer is proposing to construct a mixed use commercial and residential development consisting of one -hundred and seventy-one (171) residential rental units and 13,419 square feet of commercial space on the Property, in addition to a parking structure and hotel, as more particularly set forth in Density Bonus Application No. 2020-01 and Site Plan Review No. 2020-01 ("Project'). D. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities and/or incentives, concessions, or waivers to property owners or developers who guarantee that a portion of their residential development will be available to low income, very -low income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities for very -low income, low income and senior households throughout the city. 75A-390 E. The Project is proposing a total number of one -hundred and seventy-one (171) residential units, including eleven (11) percent (nineteen (19) units) for very -low income households. Accordingly, the Developer is able to seek an onsite parking standards incentive, concessions and waivers pursuant to the California Government Code because the Project will include onsite affordable units. Specifically, pursuant to California Government Code section 65915(p)(1), the Developer is seeking a reduction to provide onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, a concession for open space, and a concession for massing pursuant to California Government Code section 65915(d)(1), as well as waivers for building height and floor area pursuant to California Government Code Section 65915(e)(1) . F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Government Code section 65915(p), the City has determined to grant Developer's application for density bonus and related onsite parking standards incentive, two concessions and waivers. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving thedensity bonus incentive set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by Health and Safety Code Section 50052.5(h). . 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 75A-391 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very -low income tenants. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means nineteen (19) units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units for Very -Low Income Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 "Base Units" means the one hundred and twenty-seven (127) Units that Developer would be authorized to develop on the Property without application of the State Density Bonus Law. 1.1.7 "City" means the City of Santa Ana, California 1.1.8 "City Council" means the City Council of the City of Santa Ana. 1.1.9 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.10 "City Manager" means the City Manager for the City of Santa Ana. 1.1.11 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.12 "Density Bonus Housing Agreement Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.13 "Density Bonus Units" means the forty-four (44) Units in addition to the Base Units that Developer shall develop pursuant to the terms and conditions of this Agreement, of which Developer would not be entitled to develop without providing the Affordable Units. Pursuant to density allowance in the State Density Bonus Law, Developer would be allowed up to forty-five (45) Density Bonus Units, but has elected to utilize forty-four (44) Density Bonus Units pursuant to the plans submitted by Developer. 1.1.14 "Developer" means Caribou Industries, Inc., a Nevada corporation, and its permitted successors and assigns to all or any part of the Property. 75A-392 1.1.15 "Effective Date" means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to section 4.1 herein. 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very -low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very -low income households. 1.1.17 "Household" means all persons residing in a Unit. 1.1.18 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.19 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.20 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.21 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.22 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.23 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.24 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction. 1.1.25 "Very -Low Income Tenant" means persons and families whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 75A-393 1.2.1 Exhibit A — Legal Description of the Property 1.2.2 Exhibit B — Tenant Verification 1.2.3 Exhibit C — Annual Tenant Recertification 1.2.4 Exhibit D — Annual Rental Housing Compliance Report 1.2.5 Exhibit E —Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F — Parking Management Plan 1.2.7 Exhibit G — Map of Location of Initial Affordable Units 1.2.8 Exhibit H — Density Bonus Setup Fee 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain the Property as a one - hundred and seventy-one (171) Unit mixed use commercial and residential development, with nineteen 19 Affordable Units for Very -Low Income Tenants. 2.2 Density Bonus. The Project shall have one -hundred and seventy-one (171) Units, including nineteen (19) Affordable Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is utilizing a thirty-five percent (35%) density bonus increase provided by the State Density Bonus Law (127 Base Units x 35% = 45 State Density Bonus Units) for a total of 171 units. Although Developer has a right to construct up to forty-five (45) State Density Bonus Units on the Property, Developer has elected to construct or develop, or otherwise claim a right to construct or develop, no more than forty-four (44) State Density Bonus Units on the Property. 2.3 Development Concessions. Incentives. and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Agreement No. 2020-01 for the Project: 2.3.1 The onsite parking standards for the Project shall be reduced from 2.15 parking spaces per unit to 1.15 spaces per unit pursuant to California Government Code sections 65915(p)(1), which provides onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, for a total of 196 onsite parking spaces for the Project. 2.3.2 The General Plan Land Use Element Downtown District Center floor area ratio maximum of 3.0 shall be waived in accordance with Government Code Section 65915(e)(1), as such a maximum floor area for the development site of 4.2 with floor area as defined by California Government Code Section 65917.2(a)(2) shall be permitted for the development site. 75A-394 2.3.3 The Santa Ana Municipal Code Section 41-2011(a) Lined Block Building Type 10-story maximum development standard for this Project shall be waived in accordance with Government Code Section 65915(e)(1), as such sixteen stories shall be a permitted for the Project. 2.3.4 The Santa Ana Municipal Code Section 41-2023(f) Open Space development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the common open space shall be provided as roof decks on various building levels for the Project. 2.3.5 The Santa Ana Municipal Code Section 41-2023(i) Massing development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the massing ratio for level three shall be permitted at 94 percent for the Project. 2.4 No Further Concessions, Incentives. or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3 above fully satisfies any duty City may have under the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any development incentive or to waive any building, zoning, or other requirement in return for providing Affordable Units. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to any state, federal, or local law, rule, or regulation applicable to the Project. 2.5 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than one -hundred and fifty-two (152) Unrestricted Units comprised of eighty-five (85) studio units, forty-five (45) one -bedroom units and twenty-two (22) two -bedroom units. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than nineteen (19) Units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6). 2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units. 2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, 75A-395 iWa:11:112FA state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City shall have the option to declare this Agreement null and void in its sole discretion. 2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. 2.10 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. 2.11 Mechanic's Liens.• Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. AFFORDABILITY 3.1 Total Affordability Term. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on 75A-396 the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. 3.2 Memorializing Commencement of Total Affordability Term. Developer shall keep detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. 3.3.1 Very -Low Income Tenants. Developer covenants that no less than nineteen 19 Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Very -Low Income Tenants, at a rent that does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD, including an allowance for utilities. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment of Density Bonus Setup Fee and Recording of Documents. The Developer must pay the Density Bonus Setup Fee in the amount of fifty-six thousand six hundred ninety- seven dollars and twelve cents ($56,697.12) prior to the issuance of building permits for the Project. The amount of the Density Bonus Setup Fee is based on the calculation attached herewith as Exhibit H and incorporated herein by this reference. After the payment of the Density Bonus Setup Fee, but before issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Term. 75A-397 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all one -hundred and seventy-one (171) apartment Units in the Project. The units shall be evenly distributed among all levels of the project in the one building that comprises the Project. The location of the first nineteen (19) Affordable Units to be occupied is attached herewith as Exhibit G and incorporated herein by reference. Any future changes in the distribution of the Affordable Units requires prior written approval from the City Housing Division. 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiting list for the appropriate -sized unit and be eligible for transfer when an appropriate -sized unit becomes available. The household will be placed on the waiting list for up to one -hundred and eighty (180) days. If an appropriate - sized unit does not become available during the 180 days, the Developer will have grounds to terminate that household's lease. If the household refuses to transfer to an appropriate -sized unit then the Developer will also have grounds to terminate that household's lease. 4.4.1 Written Notification. Developer shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for up to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one - hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 4.5 Use of the Property. All uses conducted on the Property, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an apartment complex and none of the Affordable Units in the Project shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Units at the Project. 4.6 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. 4.7 Marketina and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. 75A-398 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project ("Marketing Program"). The leasing of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval, which approval shall not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.7.1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a rental lease agreement ("Lease Agreement"). All Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Household's right to occupy the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for family size appropriate to the unit, as periodically published by HCD. All Lease Agreements must be consistent with the terms contained in this Density Bonus Agreement. 4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the following provisions: (a) Agreement to be Sued. Agreement by the tenant to be sued, to admit to guilt, or to a judgment in favor of the Developer in a lawsuit brought in connection with the lease; (b) Treatment of Prouerty. Agreement by tenant that the Developer may take, hold, or sell personal property of household members without notice to tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The Developer may dispose of this personal property in accordance with State law; (c) ExcusingDeveloper eveloper of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the Developer may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 10 75A-399 (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial by jury; (g) Waiver of Right to Appeal Court Decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection for the Affordable Units shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in leasing the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.9.3 All applicants will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.9.4 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are an Eligible Household and otherwise meet(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking, at a minimum, at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or 11 75A-400 (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.10.1 Gross Household Income. Gross household income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report ("Annual Compliance Report") shall be sent to the City in substantially the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.10.3 Continued Income Qualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously eligible tenant's gross household income exceeds the Median Income for the Affordable Unit, the pertinent actions from the following list must be taken: (a) The Developer may offer to rent the unit to the previously, but no longer, Eligible Household as an Unrestricted Unit without any limitations on rental rates. In that case, the Developer must then make available for rent to an Eligible Household another unit within the Project that meets the size and location requirements for Affordable Units under this Density Bonus Agreement. If there are no vacant units meeting those requirements, then the next available unit within the Project which does meet those requirements must be rented to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 4.11 Monitoring and Recordkeeping. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. Developer agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Developer's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units, not to exceed monitoring costs for up to nineteen (19) Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of 12 75A-401 above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Units available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5) years after creation of each such record. Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Notice of Affordability Restrictions on Transfer of Property. In the event Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on Transfer of the Property as contained herein (Exhibit E). The sale or transfer of the Property shall not be effective unless and until the City and the transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Developer to the transferee. 4.13 [Intentionally Reserved) 4.14 Alternative Transportation and Energy Source Resource Conservation, ana LtShi.) Certification. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the energy efficiency of the project, Developer agrees to consult with the project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures. Prior to the meeting, the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials, methods, and amenities. 4.15 Onsite Property Manager. The Project shall have 24-hour on -site Property Management services and personnel. Up-to-date 24-hour contact information for the on -site personnel shall be provided to the following City agencies on an ongoing basis: (a) Police Department (b) Fire Department (c) Planning and Building Agcncy (d) Community Development Agency 4.16 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to 13 75A-402 issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.17 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain approval from the PBA that the CFH Plan meets the requirements of this Subsection 4.17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP"), attached herewith as Exhibit F and incorporated herein by reference, which indicates that, if needed, valet service for on -site vehicle stacking for the entire parking structure could create an additional 122 parking spaces, raising the total onsite residential parking spaces from 196 to 318 and raising the total parking supply in the parking structure from 490 to 612 spaces. In addition, the PMP indicates that an additional 50 offsite parking spaces at a nearby City -owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times. Additionally, the City may enforce the provisions of the PMP against the Developer in the City's sole discretion. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Tenn. The term of this Agreement ('Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years after the City issues the last certificate of occupancy for the building in which the Affordable Units are located. DEFAULT AND TERMINATION: INDEMNIFICATION 7.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 14 75A-403 7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Parry. 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 8. ASSIGNMENT: COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2 below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, without City's prior written approval, which shall not be unreasonably withheld ("Permitted Transfer"). In connection with Permitted Transfer, Developer shall: (i) notify City in writing, of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) in a form approved by City and executed by Developer and its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred. Any request for transfer or assignment of the Agreement by Developer shall require the payment of fees or a deposit to compensate the City for approximate expenses incurred by Developer to City, as applicable, for the City's review of the request. Upon the delivery of the assignment and assumption agreement as provided for above for a Permitted Transfer, or in the event of a sale of the Property as provided for in Section 8.1.1, Developer shall be released from any future obligations under this Agreement. 8.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 15 75A-404 IWOMMUMMINFA of this Agreement for a term of fifty-five (55) consecutive years commencing upon the date of issuance of the last certificate of occupancy for the Project. 8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 8.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, withoutregard to whether City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 9. MISCELLANEOUS 9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the density bonus of the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be 16 75A-405 admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California. 9.3 Notices. 9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 9.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or 17 75A-406 representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 9.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 9.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 9.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 9.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 9.12 Non -Discrimination. In performing its obligations under this Agreement, Developer 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 related 18 75A-407 activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 9.14 Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 9.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this 19 75A-408 Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 9.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 9.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the Term of the Density Bonus Housing Agreement, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants 20 75A-409 IWOMMUMMINFA and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. {Signatures on following page} 21 75A-410 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney 4By:an4Hod0g—e Attorney tCi RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Kristine Ridge City Manager 22 NC. 75A-411 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 23 75A-412 EXHIBIT "A" 3RD & BRAADWAY 201 W. 3RD STREET LEGAL DESCRIPTION THOSE CERTAIN PARCELS OF LAND IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING LOTS 2 AND 3 AND A PORTION OF LOTS 1, 4, 5, 6 ALL IN BLOCK 12 TOGETHER WITH LOTS 2, AND A PORTION OF LOTS 3 AND 6 ALL IN BLOCK 11 AND TOGETHER WITH A PORTION OF SYCAMORE STREET OF PLAT OF THE TOWN OF SANTA ANA SANTIAGO DE SANTA ANA RANCHO LOS ANGELES CO. CALIFORNIA RECORDED IN BOOK 2 PAGES OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: POINT OF BEGINNING (POB) BEING THE CENTERLINE INTERSECTION OF N. BRAADWAY (80, WIDE AND FORMERLY WEST STREET) AND 3RD STREET (60' WIDE) AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF 3RD STREET SOUTH 89°28'55" EAST 40.00 FEET; THENCE AT RIGHT ANGLE TO SAID CENTERLINE NORTH 00°37'20" EAST 29.98 FEETTO THE SOUTHWESTERLY CORNER OF SAID LOT 1 OF SAID BLOCK 12; SAID SOUTHWESTERLY CORNER ALSO BEING THE NORTHEASTERLY RIGHT OF WAY CORNER OF 3RD & BRAADWAY AND THE TRUE POINT OF BEGINNING (TPOB); THENCE ALONG THE WESTERLY BOUNDARY OF SAID LOTS 2, 3 AND 6 OF SAID BLOCK BEING ALSO THE EASTERLY RIGHT OF WAY OF SAID BRAODWAY NORTH 00037'20" EAST 145.00 FEET TO ALINE 5' SOUTHERLY AND PARALLEL TO THE NORTH LINE OF SAID LOTS 5 AND 6 OF SAID BLOCK 12; THENCE ALONG SAID PARRALLEL LINE SOUTH 89°29'14" EAST 247.10 FEET TO THE PROLONGATION OF A LINE THAT IS 3 FEET WESTERLY AND PARALLEL TO THE EASTERLY BOUNDARY OF SAID LOTS 1, 4, 5 OF SAID BLOCK 12; THENCE SOUTH 00°37'20" WEST 144.99 FEET ALONG SAID PARALLEL LINE TO THE SOUTHERLY BOUNDARY OF SAID LOTS 1 AND 2 OF SAID BLOCK 12 SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY RIGHT OF WAY OF SAID 3RD STREET; THENCE ALONG SAID SOUTHERLY BOUNDARY AND SAID NORTHERLY RIGHT OF WAY LINE NORTH 89°29'26" WEST 247.10 FEETTO THE TRUE POINT OF BEGINNING. MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF CONTAINING 35,828 SQUARE FEET, MORE OR LESS PARCEL 2: POINT OF BEGINNING (POB) BEING THE CENTERLINE INTERSECTION OF N. BRAADWAY (80' WIDE AND FORMERLY WEST STREET) AND 3RD STREET (60' WIDE) AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF SAID 3RD STREET SOUTH 89°28'55" EAST 347.10 FEET; THENCE AT RIGHT ANGLE TO SAID CENTERLINE NORTH 00°36'57" EAST 29.99 FEETTO A POINT OF INTERSECTION OF A LINE 3 FEET WESTERLY AND PARRALLEL TO SAID LOTS 2, 3 AND 6 OF SAID BLOCK 11 WITH THE PROLONGATION OF THE SOUTHERLY BOUNDARY OF SAID LOT 2 OF SAID BLOCK 11 SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY RIGHT OF WAY OF SAID 3RD STREET, SAID POINT BEING THE TRUE POINT OF BEGINNING (TPOB); THENCE NORTH 00°36'57" EAST 144.99 FEET ALONG SAID PARALLEL LINE TO A LINE 5 FEET SOUTHERLY AND PARALLELTO SAID LOT 6 OF SAID BLOCK 11; THENCE SOUTH 89°28'55" EAST 127.93 FEET ALONG SAID PARRALLEL LINE TO THE PROLONGATION OF THE EASTERLY BOUNDARY LINE OF SAID LOT 6 OF SAID BLOCK 11; THENCE SOUTH 00°33'48" WEST 45.00 FEET ALONG SAID PROLONGATION AND SAID EASTERLY BOUNDARY TO THE NORTHERLY BOUNDARY LINE OF SAID LOT 3 OF SAID BLOCK 11; THENCE NORTH 89°28'48" WEST 15.00 FEET ALONG SAID NORTHERLY BOUNDARY LINE TO A LINE 15 FEET WESTERLY AND PARRALLEL TO THE EASTERLY BOUNDARY LINE OF SAID LOT 3 OF SAID BLOCK 11; THENCE ALONG SAID PARRALLEL LINE SOUTH 00°33'48" WEST 49.99 FEETTO THE NORTHERLY LINE OF SAID LOT 2 OF SAID BLOCK 11; THENCE SOUTH 89°28'48" EAST 15.00 FEET ALONG SAID NORTHERLY LINE TO THE EASTERLY BOUNDARY LINE OF SAID LOT 2 OF SAID BLOCK 11; THENCE SOUTH 00°33'48" WEST 49.99 FEET ALONG SAID EASTERLY LINE TO THE SOUTHERLY LINE OF SAID LOT 2 OF SAID BLOCK 11; SAID SOUTHERLY BOUNDARY LINE ALSO BEING THE NORTHERLY RIGHT OF WAY LINE OF SAID 3RD STREET; THENCE ALONG SAID NORTHERLY RIGHT OF WAY LINE AND SAID SOUTHERLY BOUNDARY LINE AND SAID PROLONGATION OF SAID LOT 2 NORTH 89*06.47" WEST 128.06 FEET TO THE THE TRUE POINT OF BEGINNING. MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF CONTAINING 17,807 SQUARE FEET, MORE OR LESS DEREK J. McGREGOR, PLS #6496 EXP. 6/30/2021 1:WI \126b03 vm nna Maln\legalp363-03 legal oexrlplon'fxblbll A�Do EXHIBIT B TENANT VERIFICATION 24 75A-415 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Home: Work: Cell: Date of Birth: Social Security #: Household Composition List All Household Members Living in the Inclusionary Unit Dependent Name Sex Age (Y/N) Social Security # List additional household members on a separate sheet of paper. Tenant Income Verification Form Page 1 Santa Ana, California August 8, 2014 75A-416 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Adult Head of Household Household Members Total 1. Gross amount, before payroll deductions of wages, $ $ $ salaries, overtime pay, commissions, fees, tips and bonuses. 2. Net income from business. $ $ $ 3. Social security, annuities, insurance policies, $ $ $ pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income Tenant Income Verification Form Page 2 Santa Ana, California August 8, 2014 75A-417 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Total Other Adult Household Head of Household Investment Household Members Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and $ $ $ bonds 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income `Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Tenant Income Verification Form Page 3 Santa Ana, California August 8, 2014 75A-418 TENANT INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. Tenant Income Verification Form Page 4 Santa Ana, California August 8, 2014 75A-419 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income Total Investment Income to be Included in Annual Household Income Total Household Income Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from two most recent pay periods Employment verification Income tax return Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Tenant Income Verification Form Page 5 Santa Ana, California August 8, 2014 75A-420 0aan17i'VikI This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at Signature Date Printed Name Executed at , Santa Ana, California Signature Printed Name Executed at Date Santa Ana, California ,Santa Ana, California. Affidavit Page 6 Santa Ana, California August 8, 2014 75A-421 1OVA :11:31dr1 EXHIBIT C ANNUAL TENANT RECERTIFICATION 25 75A-422 WNIM11:310/ ANNUAL TENANT RECERTIFICATION 191111 WY61W9e1► I reve1► let AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager / Property Owner Annual Tenant Recertification Form Santa Ana, California Page 1 August 8, 2014 75A-423 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT 26 75A-424 ui 0 a O a t O cc w Y_ C w mm a `O Q 0 u Y D w E O C 3 J o o EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY 27 75A-426 EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY NOTICE IS HEREBY GIVEN that the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, has entered into a Density Bonus Agreement with , a ("Property Owner"). The Density Bonus Agreement imposes income and affordability covenants on designated Affordable Units with the Project located at , Santa Ana, Orange County, Assessor's Parcel Number and further described in the legal description provided in Exhibit A to the Density Bonus Agreement. The Density Bonus Agreement was recorded as Document/histrnment Number , and shall remain in effect until 120 (Insert date of the termination of the Affordability Period). The Density Bonus Agreement imposes the following income and affordability restrictions on the Affordable Units. Number of Bedrooms Very -Low Low Income Income Households Households Studio Units One -Bedroom Units Two -Bedroom Units Three -Bedroom Units Four -Bedroom Units In the event the Property Owner wishes to sell or transfer the Project during the Affordability Period, the City and the Property Owner shall execute and deposit into escrow this Notice of Affordability Covenants on Transfer of the Property. The sale or transfer of the Property shall not be effective unless and until the City and transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Property Owner to the transferee. This Notice of Affordability Covenants on Transfer of the Property in no way modifies the provisions of the Density Bonus Agreement. In the event of any conflict between this Notice of Affordability Covenants on Transfer of the Property and the Density Bonus Agreement, the terms of the Density Bonus Agreement shall prevail. IN WITNESS WHEREOF, the Parties hereto have duly executed this Notice of Affordability Restrictions on Transfer of Property as of the dates set forth below. [Signatures on Following Pages] 75A-427 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY APPROVED AS TO LEGAL FORM: Ryan O. Hodge Assistant City Attorney CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation Name: Kristine Ridge Its: City Manager Date: 75A-428 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY PROPERTY OWNER: 0 Name: Its: Date: 75A-429 EXHIBIT F PARKING MANAGEMENT PLAN 28 75A-430 URBAN September 9, 2020 Mr. Michael F. Harrah Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 SUBJECT: 3RD & BROADWAY PARKING ASSESSMENT (REVISED) Dear Mr. Michael F. Harrah: Urban Crossroads, Inc. is pleased to provide the following Parking Assessment for the 3rd & Broadway (Project) located on the northeast corner of 3"d Street and Broadway in the City of Santa Ana. The Project is proposed to include the development of up to 171 residential units, a 75-room hotel, and 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. Of the residential units 19 (eleven percent) will be reserved for very low-income households for a period of 55 years, therefore the parking ratios for affordable housing specified in California Government Code Section 65915 are applicable. To demonstrate that adequate parking supply exists for Project, this parking assessment provides a review of the parking requirements and estimates the peak parking demands for the Project land uses. A total of 279 parking spaces are dedicated to the mixed -use development (residential) and hotel as shown in Exhibit A. In addition, this Parking Assessment was be developed to support an Addendum to the certified Transit Zoning Code (TZC) programmatic Environmental Impact Report (EIR). The 3rd & Broadway Project location is shown on Exhibit B. Consistent with statewide mandates (see AB 32, SB 375, SB 743) and SCAG's 2016-2040 RTP/SCS to place increased density near major transportation and employment center, the Proposed Project would introduce a diverse mix of land uses; places residents in the immediate vicinity of County and City governmental offices, shops, restaurants, bars, local art scenes, parks; and would be within walking distance to several major public transit opportunities. PROXIMITY TO PEDESTRIAN RESOURCES Pedestrian circulation would be provided via existing public sidewalks along Main Street, 31d Street, 41n Street, and Broadway Avenue within the vicinity of the project frontage, which will connect to the Project site. The project will protect the existing sidewalk along project frontage, and if necessary, repair or reconstruct sidewalks along the project frontage per the City's request. The existing sidewalk system within the project vicinity provides direct connectivity throughout Downtown Santa Ana, inclusive of the Santa Ana Metrolink Station located on Santa Ana Boulevard east of Santiago Street, as well as the City's public parking structures located to the east and west of the subject property along 5th Street. From the project site, it would take approximately 20 minutes to walk to the Santa Ana Metrolink Station that is 1 mile from the site. 12193-11 Parking Study LIo URBAN 75A-431 Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 2 PROXIMITY TO PUBLIC TRANSIT Bus routes serving the Project area within''/a-mile of the Project's location include OCTA routes 19, 53, 55, 64, 83, 145, 206, 462 and 757 as shown on Exhibit C. These routes provide connections to several areas countywide. In addition, the project site is about one mile from the Santa Ana Regional Transportation Station, which is served by regional trains including Amtrak and Metrolink, and bus lines such as Greyhound and several OCTA bus routes. The Project would be within walking distance of the planned OC Streetcar, expected to be in operation in 2022 as shown on Exhibit D. The Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency service interval of 15 minutes or less during the morning and afternoon peak commute periods (PRC §21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 11t Street). The Project site and adjacent bus stops are shown on Exhibit E. PROXIMITY TO BICYCLE FACILITIES The City of Santa Ana promotes bicycling as a means of mobility and a way in which to improve the quality of life within its community. The Bikeway Master Plan recognizes the needs of bicycle users and aims to create a complete and safe bicycle network throughout the City. Currently, not many bicycle facilities exist in the study area, with the exception of a Class II bike lane along Civic Center Drive, between Flower Street and Broadway. However, review of Exhibit F which presents the City's Bikeway Master Plan, shows that bicycle lanes are proposed to be built throughout the study area. As shown in Exhibit F, Class II bike lanes are proposed to be integrated along Civic Center Drive, Santa Ana Boulevard, and Main Street. 12193-11 Parking Study 7 5A — w 3 2 LIo URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 3 o 111Ill // �/o PLAN NOTES EXHIBIT A: 3RD & BROADWAY BUILDING DESIGN SITE PLAN 0 PROPOSED PARKING SPACES PER LEVEL LEVELS PUBLIC HOTEL RESIDENTIAL Le tP1 106 B L L1 66 Le 1.2 39 L .t3 39 L.ceLA 27 12 Le L5 0 17 43 Levet6 59 Le 1.7 I i 56 Lev LB i 38 TOTAL 211 SPACES RT SPACES 196 SPACES BIKE PARIUNG RMUIREO PROPaSEU PUBLIC 3 SPACES 17 SPACES RESIDENTIAL 16 SPACES 16 SPACES 12193-11 Parking Study 75A-433 L�► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 4 EXHIBIT B: 3RD & BROADWAV BUILDING LOCATION MAP 12193-11 Parking Study 75A-434 Lam► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page S EXHIBIT C: OCTA ROUTE MAP AND PROJECT LOCATION 12193-11 Parking Study 75A-435 Lam► URBAN u fO � O 2 � O LL N 7 Q v a m c ai U — u L {L U Ln a Zo Q0 0 N li 0 of u t) 75A-436 Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 7 EXHIBIT E: PROJECT SITE AND NEARBY Bus STOP z}T Z ri i E LIn. -J y z ` e n c rc° m ':i Washinglsn Ate E Wa1hl1Wt, Pro t WasNfybn Aw E 121h S1 0 -urr Onng� C��0.rE Z Mike:1rvtlM1 al Rh—1 hoolo 0Fq Z Q IN Arts E 111M1 Ft �ti^'� 1 If .t J� Lo9a 2 - Poa E 112h St Z L' j GmYtr m !`•Ih SIB ltli ry Fgn©AAi,a w Olh Slo LL i9t F. _' Z < b GN4 ® 1f Santa Ana - Nn sF E S3nb A. G:� V E51n 51 E60, St 71 �- W'slnsl z [rr m ZWEIn PxIrnYEsih 51 = Eglh St SPuq^on SY Z z :N 4IM1 .c. AYn E 41h SI E Yi La N J E Itl SI - E 31tl 51 �Prrzh An - bLnhaM1 Slam c m - Ru E2ntl 51 Z E1ntl SI © - Altl Me un ixo -.W1:I.Sls� ENtU ENSVSI EI M10Y Q Eaoae ., :;.,ma1 st L ;.�..:rn sl E W.,11u1 Sr Aa vi Sanx Ana tavtl.:® Ilph 31pM W Plre St E P" St E Pry k W Chesinul Are„ L. Cheslnll A-,e y 2 ✓� T m N Gimlk 51 Legend El Bus Stops Project Site 12193-11 Parking Study 75A-437 Lam► URBAN IWOMM110-111VA Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 8 EXHIBIT F: PROJECT SITE AND NEARBY BIKE PATHS fill MASTER PLAN l .....Adopted — —Potentlal * Santa Ana Rlwf Rest Stop Existing ..... Adopted — —Potential Mil EAsOng ... . Adopted — —Potential l to Adjacent Cities FOL 4 fl, VALLE, Legend Project Site 0 02S OS NMRSTI "Is I "TOM TIC w &TH V ..S[ S7 C- ESINJI NA wUns P 0 d LLV, .1 .n. D"Hp -F F L mMR-KP ,Z LM 'AIIIANG III 'MRHAA1. &M,Th _L,MJE Ff LJ ;T J tLL L 12193-11 Parking Study 75A-438 OURABM CROSSRC3ADS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 9 CALIFORNIA GOVERNMENT CODE SECTION 65915 — RESIDENTIAL PARKING The California Government Code Section 65915 (p)(1) identifies parking requirements as follows: one (1) on -site parking space for each 0-1 bedroom unit, two (2) on -site parking spaces for each 2 bedroom unit. As such, the parking requirements for the residential portion of the Project are calculated as follows: • 95 — Studio Units x 1 on -site parking space = 95 parking spaces required. • 51-1 Bedroom Units x 1 on -site parking space = 51 parking spaces required. • 25 — 2 Bedroom Units x 2 on -site parking spaces = 50 parking spaces required. As identified, 196 parking spaces are required pursuant to the California Government Code Section (p)(1)• SANTA ANA TRANSIT ZONING CODE- RESIDENTIAL PARKING The Santa Ana transit zoning code requires 2 spaces/unit for studios, 1-bedroom apartments, 2-bedroom apartments, and 3-bedroom apartments. Additionally, 0.15 spaces/unit must be provided for guest parking. Therefore, for the Project, 368 parking spaces are required for a total parking ratio of 2.15 which is calculated by dividing the spaces required by the number of units, or 368 spots /171 units for the Project as shown on Table 1. Comparing this parking requirement against a proposed parking supply of 196 parking spaces results in a parking deficit of 172 spaces. Parking space requirements per multiple cities and jurisdictions based on the unit count for the Project are listed on Table 1. As shown, the City of Santa Ana's Transit Zoning Code requirements are amongst the most restrictive parking requirements (e.g. require the most parking). 12193-11 Parking Study 75A-439 L F► URBAN /f & E J 75A- 40 Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 11 COMMERCIAL PARKING Pursuant to California Government Code Section 65915(e)(1), the Project is exempt from providing parking spaces for the commercial use. It is anticipated that employees and patrons for the commercial businesses will utilize a portion of the 211 on site public parking stalls. These spaces provide direct access to the commercial uses which if the TZC standards were applied would require 34 spaces. CITY OF SANTA ANA PARKING REQUIREMENTS — HOTEL USE Section 41-1344 of the City of Santa Ana Municipal Code (SAMC) includes an off-street parking rate of one space for each guest room, plus one spaces for each ten rooms. As such, the parking requirements for the hotel portion of the Project are calculated as follows: • 75 rooms x 1 on -site parking space = 75 parking spaces required. • 75 rooms x (1/10) on -site parking space = 7.5 parking spaces required. As identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Although application of the parking requirements set forth in the TZC SAMC Section 41-2011 Non - Residential Uses would require 156 spaces for the hotel, given the mixed -use nature, urban location (it is expected that many patrons would use ride -sharing or public transit), the fact that hotels are not typically 100% occupied, it is appropriate to utilize the SAMC Section 41-1344 Hotel parking in lieu of the TZC parking requirements. Additionally, the SAMC Hotel Parking requirements are commensurate with industry standards for other cities in Orange County. For example: • City of Anaheim has a requirement of 0.8 space per guest room. If this were applied to the Project site, only 60 parking spaces would be required. • City of Costa Mesa has a requirement of 1 space for each 2 rentable units. If this were applied to the Project site, only 38 parking spaces would be required. • City of Buena Park has a requirement of 1 space per guest room. If this were applied to the Project, only 75 parking spaces would be required. As previously identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Lastly, valet parking will be provided for the hotel to utilize the mechanical lifts and reserved stalls in the adjacent mixed -use building, this will further ensure that the hotel parking demand is met. 12193-11 Parking Study 7 5A-441 L F► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 12 EXISTING PUBLIC PARKING STRUCTURE The Project site is proposed to replace an existing parking structure that includes 438 parking stalls. The Project includes 211 public replacement stalls as part of the Project. 3RD & BROADWAY PARKING SUPPLY Due to the nature of daytime public parking demands and nighttime residential building parking demands, it is expected that many of these spaces may effectively be shared between the public daytime and residential nighttime uses (as needed). Additionally, there are four (4) existing public (owned by the City) and eight (8) private parking lots or structures located in a X mile radius of the Project site, as illustrated on Exhibit G. As such, any public demand can easily be accommodated at these other parking locations. PARKING MANAGEMENT PLAN The following measures are available to the Project to mitigate any parking deficiencies in the event the proposed onsite parking supply is determined to be greater than provided by the Project, as proposed. • PMP Measure 1: Property Owner/Property Management Company shall assign (1) parking space to every residential unit. Additional spaces may be purchased and assigned to any residential unit that requests additional assigned spaces with priority given to two -bedroom units, subject to availability as determined by the Property Owner/Property Management Company. • PMP Measure 2: Upon commencement of any lease for the residential units, the Property Owner/Property Management Company shall provide information on alternative modes of transportation (e.g., a transit map, bus route map, etc.) to promote non -vehicular modes of transportation by future residents. • PMP Measure 3: If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall provide on -site valet service for the entire structure. Appendix A presents a conceptual valet plan which illustrates up to an additional 122 spaces could be accommodated, if needed. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well -established valet operations company such as ABC Valet, PPS Parking, and Elite Valet Services. • PMP Measure 4: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures, that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near -by public parking structure via the agreement that the Property 12193-11 Parking Study 7 5A-442 LIF► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 13 Owner/Property Management Company established with the City Community Development Agency. To facilitate this PIMP measure, the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the City Community Development Agency, the Property Owner/Property Management Company would secure up to 50 spaces for residents of the Project as part of the agreement, which would allow the Project residents to access the designated parking structure(s) 24-hours a day seven (7) days a week. Although the mixed -used Project includes 211 public replacement stalls which could be used to meet potential parking demands, additional off -site parking structures are illustrated on Exhibit G, these structures/lots are within a % mile of the Project site (e.g. within walking distance). Based on information provided by the City, there are 1,159 total spaces available at the aforementioned off -site public structures (400 spaces at Lot C, 400 spaces at Lot D, 700 spaces at Lot B, and 59 spaces at Lot 1). • PMP Measure 5: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures that additional parking is needed, the Property Owner/Property Management Company shall restrict on -site parking to only residential tenants. The only exception would be spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers. All retail customers, resident guests, and hotel guests would be required to park in one of the near -by public parking structures or utilize on -street parking. Exhibit G summarizes public and private off -site structures within a % mile of the Project site. Based on information provided by the City, there are 1,559 total spaces available at the aforementioned public structures. If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of retail/hotel employees. • PMP Measure 6: The Property Owner/Property Management Company shall enter into a lease with the City for use of up to 34 public parking spaces for commercial tenants, if needed. • PMP Measure 7: The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure the necessary PMP measures are being implemented. Through this monitoring and cooperation with tenants as a result of the quarterly review/monitoring a partnership will be formed to ensure that residential tenants, retail employees, hotel employees, and Management Company personnel on the property work together to ensure adequate parking is available. 12193-11 Parking Study 7 5A-443 L�► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 14 EXHIBIT G: 3RD HL BROADWAY PARKING LOTS/STRUCTURES WITHIN % MILE w z Z CIVICCENTER 0 � to And 0 ,'0 SAN I.r ALLEY m Ir^,I�I1L1 ¢ u ALLEY Legend I_ Project Site Parking Lots Private Public Q Quarter Mile Radius U CIVICCENTER 0 i 4 CIVICCENTER w P 2 6ANTAANA SANTA ANA Sj SANTAA 6TH W z �- 07 Q STH _ I_— gNu . r_ 5 D ,L m B'� —VALLEY _ 4TH ALLEY - _SITE : 3RD — 6 a W o W st ALLEY Q _ WALNUT U ALLEY - W PINE PINE 2 ALLEY 12193-11 Parking Study 75A-444 Lam► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 15 Table 2 provides a summary of the Project's residential parking supply ratio with implementation of the above -recommended PMP measures. A review of RowA of Table 2 shows that the Project's parking ratio calculates to 1.15 spaces/unit (196 spaces _ 171 units). With implementation of PMP measure No. 3, which would be attained by providingvalet parkingforthe entire parking structure (122 spaces), the Project's parking supply ratio would increase to 1.86 spaces/unit (318 spaces = 196 units) as shown on Row B of Table 2. With implement of PMP measure No. 4 (in addition to PMP No. 3) which would be attained by leasing up to 50 off -site parking spaces within the City -owned parking structure, the Project's parking supply ratio would increase to 2.15 spaces/unit (368 spaces _ 196 units) as shown on Row C of Table 2. CONCLUSIONS This analysis demonstrates that the Project is providing adequate parking supply (a total of 279 spaces for the Residential and Hotel Use). The inclusion of 196 parking spots for the Residential use satisfies the requirements of the California Government Code Section 65915 (p)(1) and the inclusion of 83 parking spaces satisfies the requirements of section 41-1344 of the City of Santa Ana Municipal Code (SAMC). While such an action is not required, applicable PMPs have been identified which would allow the Project to attain the 2.15 blended parking ratio required by the Santa Ana Transit Zoning Code, if it were applied. These findings are consistent with the less than significant findings in the TZC EIR (Long-term cumulative development under the implementation of this Transit Zoning Code would not result in inadequate parking capacity). If you have any questions, please contact me at (949) 660-1994. Respectfully submitted, URBAN CROSSROADS, INC. Haseeb Qureshi Associate Principal 12193-11 Parking Study 75A-445 L F► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 16 TABLE 2: PROJECT PARKING SUMMARY— PARKING SUPPLY RATIOS Use Quantity Parking Rate Required Parking spaces Residential 171 units 95 Studio Units x 1 space 95 51 One -Bedroom Units x 1 space 51 25 Two -bedroom Units x 2 spaces 50 Parking Requirement 196 Proposed On -site Parking Supply 196 A. Composite Parking supply Ratio (sp/du) 1.15 Proposed On -site Parking Supply+ PIMP Measure 3 318 B. Composite Parking supply Ratio (sp/du) 1.86 Proposed On -site Parking Supply+ PIMP Measure 3 + PIMP Measure 41 368 C. Composite Parking supply Ratio (sp/du) 1 2.15 12193-11 Parking Study 75A-446 Lam► URBAN APPENDIX A: 3RD & BROADWAY CONCEPTUAL VALET LAYOUT 12193-11 Parking Study 75A-447 L�► URBAN co w C W v W C 0 in a v c�a N 3rn �c m� oLM L cu CO 0. m x w c c C- C- C- C- C- CR c C C C C C C C C C €I €I n n no n n sa J a O m N N m Cc N y C/n r a m Im c N Y Y > N j M a a V m J N r r 75A-449 m w+� I S ri �I uva vane a� p` lifi Ll o� N F I O 3d lS J» oz Iwz�vw 3 i Y _ t a I � a 4 o-�®g I i i 3 3 e I i an. an N U1 EE 75 ed.a .aae y 0 cc CIM (A t ° R . .. .... ... cc w >< q� N c c 1 e Fg'r' J" . ', o ° s Y N o` Lo rn v Cl) LID Q � onivaaanmzieaaueaeo 7SA—I — I I I j I I Tir •-Ilp' •N. f� �� 1 � 11 'f� lli£� =11 ply 11� llp pa.�s sole' ni II��'ggsf ai Ila��agga��3q,_q 11 Ili 1 11 � ni' Ili 11 aid it [ o° q q. .I. 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Valuations 190.96 $ 1,014,952.40 192.20 $ 2,358,486.20 167.27 $ 29,483,512.01 200.26 $ 45,659.28 142.95 $ 1,158,466.80 107.99 $ 11,296,617.92 $ 45,357,694.61 1.00% $ 453,576.95 Density Bonus Fee 0.125 $ 56,697.12 * Parcel 1, S-2 area excludes 57,212 sq ft for public parking. Excluded from Density Bonus Setup Fee: c v c v � v �(D n' S-2 I -A 51,176 107.99 $ 5,526,496.24 A-2 I -A 1,039 190.96 $ 198,407.44 N a a, A-3 I -A 9,965 192.20 $ 1,915,273.00 x0 R-1 I -A 49,953 199.70 $ 9,975,614.10 v R-2 I -A 16,629 167.27 $ 2,781,532.83 $ 14,870,827.37 75A-473 SECOND AMENDMENT TO SECOND EXCLUSIVE NEGOTIATION AGREEMENT This Second Amendment to Second Exclusive Negotiation Agreement is made and entered into this 20a' day of October, 2020, by and between CARIBOU INDUSTRIES, INC., a Nevada corporation ("Developer"), 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 and Developer entered into Second Exclusive Negotiation Agreement No. A-2019-062, dated May 7, 2019, in order to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA") ("said Agreement'). B. On April 22, 2020, the City and Developer entered into a First Amendment to said Agreement, No. A-2020-071, in order to extend the Term of Agreement to extend the Negotiation Period until November 6, 2020. C. In accordance with the terms and conditions of said Agreement, the Parties desire to again amend the Term of Agreement section to extend the Negotiation Period for an additional sixty (60) days, until January 5, 2021. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: HI HI HI HI 1. Section 2, Term of Agreement, subsection (a), shall be amended to extend the Negotiation Period for an additional sixty (60) days, until January 5, 2021. 2. Section 2, Term of Agreement, subsection (d), shall be amended to read as follows: "The Negotiation Period may only be extended by approval of the City Council." 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 7v5A14�4 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Second Exclusive Negotiation Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: RY: O. ODGE Assi ant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency KRISTINE RIDGE City Manager DEVELOPER: Michael F. Harrah President Caribou Industries, Inc. Dated: 7bA-44 '5 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2020 TITLE: PUBLIC HEARING — ADOPT A RESOLUTION AUTHORIZING THE CITY TO JOIN STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM (SCIP) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution authorizing the City to join the Statewide Community Infrastructure Program; authorizing the California Statewide Communities Development Authority (CSCDA) to accept applications from property owners, conduct special assessment proceedings, and levy assessments within the territory of the City of Santa Ana; approving the form of the acquisition agreement for use when applicable; and authorizing related actions as provided for in this resolution. DISCUSSION In an effort to expand the economic developments tools available to developers, property owners, and businesses, the City's Economic Development Division is proposing to participate in a State program entitled the Statewide Community Infrastructure Program (SCIP) as a way to attract new investment and allow current property owners the ability to expand through tax-exempt bond financing of their development impact fees. The California Statewide Communities Development Authority (CSCDA) is a California joint powers authority sponsored by the League of California Cities and the California State Association of Counties. The member agencies of CSCDA include approximately 391 cities and 56 counties throughout California, of which the City of Santa Ana is a member. In 2002, the CSCDA instituted the SCIP to allow owners of property in participating cities and counties to finance the development impact fees that would be payable by property owners upon receiving development entitlements or building permits. The program has since been expanded to include financing of public capital improvements directly. If a property owner chooses to participate, the selected public capital improvements and the development impact fees owed to the City will be financed by the issuance of tax-exempt bonds by CSCDA. CSCDA will impose a special assessment on the owner's property to repay the portion of the bonds issued to finance, the fees paid with respect to the property. 75B-1 Resolution to Join SCIP October 20, 2020 Page 2 With respect to impact fees, the property owner will either pay the impact fees at the time of permit issuance and will be reimbursed from the SCIP bond proceeds when the SCIP bonds are issued; or the fees will be funded directly from the proceeds of the SCIP bonds. In the former case, the City is required to pay the fees over to SCIP, and in the latter case, SCIP holds the bond proceeds representing the fees. In both cases, the fees are subject to requisition by the City at any time to make authorized fee expenditures. By holding and investing the money until it is spent, SCIP is able to monitor the investment earnings (which come to the City) for federal tax law arbitrage purposes. SCIP encourages the City to spend those amounts before any other fee revenues of the City. If the fees are paid by the property owner and bonds are never issued, the fees are returned to the City by SCIP. In this way, the City is never at risk for the receipt of the impact fees. Since its inception, SCIP has financed approximately $600 million of bonds for local projects. The City's role is minimal and is primarily to adopt a resolution (Attachment 1) to become an official participant in the SCIP program. CSCDA is responsible for preparing the requisite bond financing documents, as well as the ongoing administration of financing for each project. The City is not liable for any debt service on the bonds issued by the CSCDA or the assessments imposed on the participating properties. If the resolution is adopted by the City Council, the SCIP will be available citywide to owners/developers of both residential and commercial projects of a smaller scale. The City is permitted to charge CSCDA a fee to cover its staff costs to review the requisite documents, including the SCIP application and funding request. The benefits to the property owner include: • Only property owners who choose to participate in the program will have assessments imposed on their property. • Instead of paying cash for public capital improvements and/or development impact fees, the property owner receives low-cost, long-term, tax-exempt financing of those fees, freeing up capital for other purposes. • The property owner can choose to pay off the special assessments at any time. Because SCIP is a fixed lien, assessment payments will not escalate over time and no property owner is in any way responsible for another property's assessment. • For homebuyers, paying for the costs of public infrastructure through a special assessment is superior to having those costs "rolled" into the cost of the home. Although the tax bill is higher, the amount of the mortgage is smaller. Moreover, because the special assessment financing is at tax-exempt rates, it can come at a lower cost than mortgage rates. • Owners of smaller projects, both residential and commercial, can have access to tax- exempt financing of infrastructure. • Before the inception of SCIP, only projects large enough to justify the formation of an assessment or communities facilities district had access to tax-exempt financing. SCIP can finance project amounts as low as $500,000. The benefits to the City include: As in conventional assessment financing, the City is not liable to repay the bonds issued by CSCDA or the assessments imposed on the participating properties. 75B-2 Resolution to Join SCIP October 20, 2020 Page 3 • CSCDA handles all district formation, district administration, bond issuance and bond administration functions. A participating jurisdiction can provide tax-exempt financing to property owners through SCIP while committing very little staff time to administer the program. At its discretion, the local agency can charge an administrative fee to cover staff time taken to review the SCIP application and request for funding. • Providing tax-exempt financing helps participating cities cushion the impact of rising public capital improvements costs and development impact fees on property owners. • The availability of financing can encourage developers to pull permits and pay fees in larger blocks, giving the participating jurisdiction immediate access to revenues for public infrastructure, rather than receiving a flow of revenues stretched out over time. As part of the entitlement negotiation process, the possibility of tax-exempt financing of fees can be used to encourage a developer to pay fees up front. • In some cases, the special assessments on successful projects can be refinanced through refunding bonds. Savings achieved through refinancing will be directed back to the participating jurisdiction for use on public infrastructure, or credits to property owners, subject to applicable federal tax limitations. • SCIP is an important tool for developers in determining the overall feasibility of a project and in certain instances the decision to purchase land. As the lead for this program, the City's Economic Development Division will provide administrative assistance by: (a) reviewing the application to perform the verification, (b) coordinate review, finalization, and execution on behalf of the City of the acquisition agreement (Exhibit 1) when eligible improvements are being financed, (c) monitor progress and completion of construction of eligible improvements for purposes of submitting reimbursement requisitions pursuant to the acquisition agreement, if any, (d) sign a closing certificate and (e) administer the requisition process for disbursement of those eligible impact fees which have been financed by the SCIP Program. The City's administrative costs mentioned above will be recovered at bond issuance on an individual project basis. The proposed resolution authorizes CSCDA to accept applications from owners of property within our planning jurisdiction to apply for tax-exempt financing of public capital improvements and development impact fees through SCIP. It also authorizes CSCDA to form assessment districts within our City's boundaries, conduct assessment proceedings and levy assessments against the property of participating owners. It approves the form of an acquisition agreement, attached to the resolution as Exhibit B, to be entered into between the City and the participating property owner/developer, if applicable, to provide the terms and conditions under which financing for public capital improvements will be provided and to establish the procedure for disbursement of bond proceeds to pay for completed facilities. It also authorizes miscellaneous related actions and makes certain findings and determinations required by law. California Environmental Quality Act (CEQA) Pursuant to § 15060(c) of the California Environmental Quality Act (the "CEQA") Guidelines (i.e., California Code of Regulations, Title 14, Division 6, Chapter 3, §§ 15000-15387), approval of this Resolution is exempt from CEQA because the actions described herein will not result in a direct or 75B-3 Resolution to Join SCIP October 20, 2020 Page 4 reasonable foreseeable indirect physical change in the environment and the actions described herein are not a "Project", as defined within § 15378 of the CEQA Guidelines. FISCAL IMPACT There is no fiscal impact. The City's administrative costs to review the financing documents are recovered by a charge to the CSCDA and are reimbursed at bond issuance on an individual project basis. Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. Resolution to Join SCIP 2. SCIP Summary Presentation 75B-4 IOVA :110.1Is RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM FOR COMMUNITY FACILITIES DISTRICTS; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS AND TO FORM COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF SANTA ANA; EMBODYING A JOINT COMMUNITY FACILITIES AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF COMMUNITY FACILITIES DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS 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 California Statewide Communities Development Authority (the "Authority") is a joint exercise of powers authority lawfully formed and operating within the State pursuant to an agreement (the "Joint Powers Agreement') entered into as of June 1, 1988 under the authority of Title 1, Division 7, Chapter 5 (commencing with Section 6500) of the California Government Code (the "JPA Law") the members of which include numerous cities, counties and local agencies in the State of California, including the City of Santa Ana (the "City"); and B. The Joint Powers Agreement authorizes the Authority to undertake financing programs under any applicable provisions of State law to promote economic development, the stimulation of economic activity, and the increase of the tax base within the jurisdictional boundaries of its members (such members, the "Program Participants"); and C. The Authority has established the Statewide Community Infrastructure Program ("SCIP") to allow the financing of certain public capital improvements to be constructed by or on behalf of property owners for Resolution No. 2020-XXX Page 1 of 10 75B-5 acquisition by the City or another public agency (the "Improvements") and improvements eligible for funding from certain development impact fees (the "Fees") levied in accordance with the Mitigation Fee Act (California Government Code Sections 66000 and following) and other authority providing for the levy of fees on new development to pay for public capital improvements (collectively, the "Fee Act") through the levy of special assessments pursuant to the Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the 1913 Act") and the issuance of improvement bonds (the "Local Obligations") under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the "1915 Act") upon the security of the unpaid special assessments; and D. The "Mello -Roos Community Facilities Act of 1982," being Chapter 2.5, Part 1, Division 2, Title 5 (beginning with Section 53311) of the Government Code of the State (the "Mello -Roos Act") is an applicable provision of State law available to, among other things, finance public improvements necessary to meet increased demands placed upon local agencies as a result of development; and E. The Authority also uses SCIP to allow the financing of Fees and Improvements through the levy of special taxes and the issuance of Local Obligations under the Mello -Roos Act upon the security of the special taxes; and F. The City desires to allow the owners of property being developed within its jurisdiction ('Participating Developers") to participate in SCIP and to allow the Authority to conduct proceedings and to form community facilities districts ("CFDs") and to issue Local Obligations under the Mello -Roos Act, as well as to conduct assessment proceedings to form assessment districts ("Assessment Districts") under the 1913 Act and to issue Local Obligations under the 1915 Act, to finance Fees levied on such properties and Improvements, provided that such Participating Developers voluntarily agree to participate and consent to the levy of such assessment or special taxes, as applicable; and G. From time to time when eligible property owners within the jurisdiction of the City elect to be Participating Developers, the Authority will conduct proceedings under the 1913 Act and the Mello -Roos Act and issue Local Obligations under the 1915 Act and the Mello -Roos Act to finance Fees payable by such property owners and Improvements and, at the conclusion of such proceedings, will levy assessments or special taxes, as applicable, on such property within the territory of the City; and Resolution No. 2020-XXX Page 2 of 10 75B-6 H. Both the Authority and the City are "local agencies" under the Mello -Roos Act; and The Mello -Roos Act permits two or more local agencies to enter into a joint community facilities agreement to exercise any power authorized by the Mello -Roos Act; and J. The City desires to enter into such an agreement with the Authority to authorize the Authority to form CFDs from time to time within the territorial limits of the City to Fees payable by such property owners and Improvements; and K. There has been presented to this meeting a proposed form of Resolution of Intention to be adopted by the Authority in connection with assessment proceedings (the "ROI"), a copy of which is attached hereto as Exhibit A, and the territory within which assessments may be levied for SCIP (provided that each Participating Developer consents to such assessment) shall be coterminous with the City's official boundaries of record at the time of adoption of such ROI (the "Proposed Boundaries"), and reference is hereby made to such boundaries for the plat or map required to be included in this Resolution pursuant to Section 10104 of the Streets and Highways Code; and L. There has also been presented to this meeting a proposed form of Acquisition Agreement (the "Acquisition Agreement"), a copy of which is attached hereto as Exhibit B, to be approved as to form for use with respect to any Improvements to be constructed and installed by a Participating Developer and for which the Participating Developer requests acquisition financing through the Mello -Roos Act as part of its SCIP for CFDs application; and M. The City will not be responsible for the conduct of any proceedings; the levy or collection of assessments or special taxes or any required remedial action in the case of delinquencies in such assessment or special tax payments; or the issuance, sale or administration of the Local Obligations or any other bonds issued in connection with SCIP; and N. The Authority will issue revenue bonds pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (the "Marks -Roos Act") to acquire the Local Obligations and thereby provide the proceeds to finance the Fees and Improvements; and O. Pursuant to Government Code Section 6586.5, notice was published at least five days prior to the adoption of this resolution at a public hearing, which was duly conducted by this City Council concerning the significant public Resolution No. 2020-XXX Page 3 of 10 75B-7 benefits of SCIP for CFDs and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees. Section 2. The recitals set forth herein are true and correct. Section 3. This resolution shall constitute full "local approval," under Section 9 of the Joint Powers Agreement, and under the Authority's Local Goals and Policies (defined below), for the Authority to undertake and conduct proceedings in accordance herewith and under the Mello Roos Act to form CFDs with boundaries that shall be coterminous with the City's official boundaries of record at the time of such proceedings or any portion thereof (the "Proposed Boundaries"), and to authorize a special tax and to issue bonds with respect thereto; provided that the Participating Developers, who shall be the legal owners of such property at the time of formation of the CFD, execute a written consent to the levy of special tax in connection with SCIP by the Authority and execute a ballot in favor of the formation of such CFD and the Mello -Roos Act. Section 4. The City hereby consents to the conduct of special assessment proceedings by the Authority in connection with SCIP pursuant to the 1913 Act and the issuance of Local Obligations under the 1915 Act on any property within the Proposed Boundaries; provided that: (1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; and (2) The Participating Developers, who shall be the legal owners of such property at the time of the formation of the Assessment District, execute a written consent to the levy of special tax in connection with SCIP by the Authority and execute an assessment ballot in favor of such assessment in compliance with the requirements of Section 4 of Article XIIID of the State Constitution. Section 5. The Joint Powers Agreement, together with the terms and provisions of this resolution, shall together constitute a separate joint community facilities agreement between the City and the Authority under the Mello -Roos Act for each CFD formed. As, without this resolution, the Authority has no power to finance City Fees and City Improvements (as such terms are defined herein) in proceedings under the Act to form the CFD, adoption by the Commission of the Authority of each Resolution of Intention to form a CFD under the Mello -Roos Act to finance City Fees and City Improvements shall constitute acceptance of the terms hereof by the Authority with respect to such CFD. Section 6. This resolution and the agreement it embodies are determined to be beneficial to the residents/customers of the City and are in the best interests of the residents of the City, and of the future residents of the area within the proposed CFDs and Assessment Districts. The City hereby finds and declares that the issuance of revenue bonds by the Authority to purchase Local Obligations in connection with SCIP will provide Resolution No. 2020-XXX Page 4 of 10 75B-8 significant public benefits, including without limitation, the more efficient delivery of local agency services to residential and commercial development within the City. Section 7. The Authority has adopted Local Goals and Policies as required by Section 53312.7 of the Act. The City approves the use of those Local Goals and Policies in connection with the formation of CFDs. The City hereby agrees that the Authority may act in lieu of the City under those Local Goals and Policies in forming and administering the CFDs. Section 8. The Authority has prepared and will update from time to time the "SCIP Manual of Procedures" (the "Manual'), and the City will handle Fee revenues and funds for Improvements for properties participating in SCIP in accordance with the procedures set forth in the Manual. Section 9. Pursuant to the Mello -Roos Act and this resolution, the Authority may conduct proceedings under the Mello -Roos Act to form the CFDs and to have such CFDs authorize the financing of any or all of the facilities and Fees set forth on Exhibit C, attached hereto. All of the facilities, whether to be financed directly or through Fees, shall be facilities that have an expected useful life of five years or longer and are facilities that the City or other local public agencies, as the case may be, are authorized by law to construct, own or operate, or to which they may contribute revenue. Exhibit C may be modified from time to time by written agreement between an authorized representative of the Authority and of the City. The facilities are referred to herein as the "Improvements," and the Improvements to be owned by the City are referred to as the "City Improvements." The Fees paid or to be paid to the City are referred to as the "City Fees." Section 10. For Fees paid or to be paid to another agency by any particular CFD (an "Other Local Agency"), the Authority will obtain the written consent of that Other Local Agency before issuing Local Obligations to fund such Fees, as required by the Mello -Roos Act. For the Improvements to be owned by an Other Local Agency, the Authority will separately identify them in its proceedings, and will enter into a joint community facilities agreement with such Other Local Agency prior to issuing Local Obligations to finance such Improvements, as required by the Mello -Roos Act. Each joint community facilities agreement with each Other Local Agency will contain a provision that the Other Local Agency will provide indemnification to the City to the same extent that the City provides indemnification to the Other Local Agency under the terms of this resolution. Section 11. At the time of formation of each CFD, the City will certify to the Commission of the Authority that all of the City Improvements including the improvements to be constructed or acquired with the proceeds of City Fees to be funded by such CFD are necessary to meet increased demands placed upon the City as a result of development occurring or expected to occur within the proposed CFDs in the form attached hereto as Exhibit D. Any appropriate officer or staff of the City is authorized to execute and deliver such certificate in substantially the form attached hereto as Exhibit D, with such changes as such signatory shall approve. Joint community facilities agreements Resolution No. 2020-XXX Page 5 of 10 75B-9 with other local agencies will each contain a requirement that each Other Local Agency will make identical certification in connection with respect to the Improvements to be owned by, and Fees paid or to be paid to, such Other Local Agency equivalent to that made by the City in this paragraph. Section 12. The Authority will apply the special tax collections initially as required by the documents under which any Local Obligations are issued; and thereafter, to the extent not provided in the Local Obligations documents, may pay its own reasonable administrative costs incurred in the administration of the CFDs. The Authority will remit any special tax revenues from any particular CFD remaining after the final retirement of all related Local Obligations to the City and to the other local agencies in the proportions specified in the Authority's proceedings. The City will apply any such special tax revenues it receives for authorized City Improvements or City Fees and its own administrative costs only as permitted by the Mello -Roos Act. The joint community facilities agreements with each Other Local Agency must require the Other Local Agency to apply the special tax revenues they receive for their authorized Improvements and Fees under the CFDs and for their own related administrative costs only as permitted by the Mello -Roos Act. Section 13. The Authority will administer the CFDs, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering the Local Obligations, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The City will cooperate fully with the Authority in respect of the requirements of the Internal Revenue Code and to the extent information is required of the City to enable the Authority to perform its disclosure and continuing disclosure obligations with respect to the Local Obligations and any revenue bonds, although the City will not participate in nor be considered to be a participant in the proceedings respecting the CFDs (other than as a party to the agreement embodied by this resolution) nor will the City be or be considered to be an issuer of the Local Obligations nor any revenue bonds. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency. Section 14. In the event the Authority completes issuance and sale of Local Obligations, and Local Obligation proceeds become available to finance the Improvements, the Authority shall establish and maintain a special fund for each development project (the "Acquisition and Construction Fund"). The portion of Local Obligation proceeds which is intended to be utilized to finance the Improvements and Fees shall be deposited in the Acquisition and Construction Fund. The Acquisition and Construction Fund will be available both for City Improvements and City Fees and for the Improvements and Fees pertaining to each Other Local Agency. Subaccounts shall be created as necessary. Section 15. As respects the Authority and each Other Local Agency, the City agrees to fully administer, and to take full governmental responsibility for, the construction or acquisition of the City Improvements and for the administration and expenditure of the Resolution No. 2020-XXX Page 6 of 10 75B-10 City Fees including but not limited to environmental review, approval of plans and specifications, bid requirements, performance and payment bond requirements, insurance requirements, contract and construction administration, staking, inspection, acquisition of necessary property interests in real or personal property, the holding back and administration of retention payments, punch list administration, and the Authority and each Other Local Agency shall have no responsibility in that regard. The City reserves the right, as respects the each Participating Developer, to require the Participating Developer to contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain provisions equivalent to this paragraph in the joint community facilities agreement with each Other Local Agency. Section 16. The City agrees to indemnify and to hold the Authority, its other members, and its other members' officers, agents and employees, and each Other Local Agency and their officers, agents and employees (collectively, the "Indemnified Parties") harmless from any and all claims, suits and damages (including costs and reasonable attorneys' fees) arising out of the design, engineering, construction and installation of the City Improvements and the improvements to be financed or acquired with the City Fees. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to assume by contract with the City any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency naming the City and its officers, agents and employees as Indemnified Parties with respect to the each Other Local Agency's respective Improvements and the improvements to be constructed or acquired with the each Other Local Agency's Fees. Section 17. As respects the Authority and each Other Local Agency, the City agrees — once the City Improvements are constructed according to the approved plans and specifications, and the City and the Participating Developer have put in place their agreed arrangements for the funding of maintenance of the City Improvements — to accept ownership of the City Improvements, to take maintenance responsibility for the City Improvements, and to indemnify and hold harmless the Indemnified Parties to the extent provided in the preceding paragraph from any and all claims, etc., arising out of the use and maintenance of the City Improvements. The City reserves the right, as respects the Participating Developer, to require the Participating Developer by contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency naming the City and its officers, agents and employees as Indemnified Parties. Section 18. The City acknowledges the requirement of the Mello -Roos Act that if the City Improvements are not completed prior to the adoption by the Commission of the Authority of the Resolution of Formation of the CFD for each respective development project, the City Improvements must be constructed as if they had been constructed under the direction and supervision, or under the authority of, the City. The City acknowledges that this means all City Improvements must be constructed under contracts that require Resolution No. 2020-XXX Page 7 of 10 75B-11 the payment of prevailing wages as required by Section 1720 and following of the Labor Code of the State of California. The Authority makes no representation that this requirement is the only applicable legal requirement in this regard. The City reserves the right, as respects the Participating Developer, to assign appropriate responsibility for compliance with this paragraph to the Participating Developer. Section 19. The form of the Acquisition Agreement attached hereto as Exhibit B is hereby approved, and the City Manager or designee (the "Authorized Officer") is authorized to execute, and deliver to the Participating Developer, the Acquisition Agreement on behalf of the City in substantially that form, with such changes as shall be approved by the Authorized Officer after consultation with the City Attorney and the Authority's bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Section 20. After completion of the City Improvements and appropriate arrangements for the maintenance of the City Improvements, or any discrete portion thereof as provided in Section 53313.51 of the Mello -Roos Act and in the Acquisition Agreement, to the satisfaction of the City, and in conjunction with the City's acceptance thereof, acquisition of the City Improvements shall be undertaken as provided in the Acquisition Agreement. Section 21. The City hereby consents to the formation of the CFDs in accordance with this resolution and consents to the assumption of jurisdiction by the Authority for the proceedings respecting the CFDs with the understanding that the Authority will hereafter take each and every step required for or suitable for consummation of the proceedings, the levy, collection and enforcement of the special tax, and the issuance, sale, delivery and administration of the Local Obligations, all at no cost to the City and without binding or obligating the City's general fund or taxing authority. Section 22. The terms of the Agreement embodied by this resolution may be amended by a writing duly authorized, executed and delivered by the City and the Authority, except that no amendment may be made after the issuance of the Local Obligations by the Authority that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Local Obligations. Section 23. Except to the extent of the indemnifications extended to each Other Local Agency in the Agreement embodied by this resolution, and the City's agreement to take responsibility for and ownership of the City Improvements, no person or entity, including the Participating Developer, shall be deemed to be a third party beneficiary of this resolution, and nothing in this resolution (either express or implied) is intended to confer upon any person or entity other than the Authority and the City (and their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this resolution. Resolution No. 2020-XXX Page 8 of 10 75B-12 Section 24. The City shall be identified as a third -party beneficiary of all joint community facilities agreements between the Authority and each Other Local Agency to the extent of the indemnification provisions and the provisions whereby each Other Local Agency agrees to take responsibility for and ownership of their Improvements. Section 25. The appropriate officials and staff of the City are hereby authorized and directed to make SCIP applications available to all property owners who are subject to Fees for new development within the City and/or who are conditioned to install Improvements and to inform such owners of their option to participate in SCIP; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The staff persons listed on the attached Exhibit E, together with any other staff persons chosen by the City Manager or designee from time to time, are hereby designated as the contact persons for the Authority in connection with SCIP. Section 26. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such closing certificates, requisitions, agreements and related documents, including but not limited to such documents as may be required by bond counsel in connection with the participation in SCIP of any districts, authorities or other third -party entities entitled to own Improvements and/or to levy and collect fees on new development to pay for public capital improvements within the jurisdiction of the City, as are reasonably required by the Authority in accordance with the Manual to implement SCIP and to evidence compliance with the requirements of federal and state law in connection with the issuance by the Authority of the Local Obligations and any other bonds for SCIP. To that end, and pursuant to Treasury Regulations Section 1.150-2, the staff persons listed on Exhibit E, or other staff person acting in the same capacity for the City with respect to SCIP, are hereby authorized and designated to declare the official intent of the City with respect to the public capital improvements to be paid or reimbursed through participation in SCIP. Section 27. This Resolution shall take effect immediately upon its adoption. The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to the Secretary of the Authority. This resolution shall remain in force until all Local Obligations have been retired and the authority to levy the special tax conferred by any CFD proceedings and to levy the assessment conferred by any assessment proceedings has ended or is otherwise terminated. Resolution No. 2020-XXX Page 9 of 10 75B-13 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney II By: ` Ryan O. Hidge Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers 2020. Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 10 of 10 75B-14 EXHIBIT A TO THE RESOLUTION FORM OF RESOLUTION OF INTENTION TO BE ADOPTED BY CSCDA RESOLUTION NO. SCIP- RESOLUTION OF INTENTION OF THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO FINANCE CAPITAL IMPROVEMENTS AND/OR THE PAYMENT OF DEVELOPMENT IMPACT FEES FOR PUBLIC CAPITAL IMPROVEMENTS IN THE PROPOSED STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ASSESSMENT DISTRICT NO. _ (CITY OF SANTA ANA, COUNTY OF ORANGE, CALIFORNIA), APPROVING A PROPOSED BOUNDARY MAP, MAKING CERTAIN DECLARATIONS, FINDINGS AND DETERMINATIONS CONCERNING RELATED MATTERS, AND AUTHORIZING RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, under the authority of the Municipal Improvement Act of 1913 (the "1913 Act'), being Division 12 (commencing with Sections 10000 and following) of the California Streets and Highways Code (the "Code"), the Commission (the "Commission') of the California Statewide Communities Development Authority (the "Authority') intends to finance, through its Statewide Community Infrastructure Program, the payment of certain development impact fees for public improvements (the "Improvement Fees") and/or to finance certain public capital improvements to be constructed by or on behalf of the property owner(s) and to be acquired by the City of Santa Ana or another local agency (the "Improvements") as described in Exhibit A attached hereto and by this reference incorporated herein, all of which are of benefit to the property within the proposed Statewide Community Infrastructure Program Assessment District No. (City of Santa Ana, County of Orange, California) (the "Assessment District'); WHEREAS, the Commission finds that the land specially benefited by the Improvements and/or the Improvement Fees is shown within the boundaries of the map entitled "Proposed Boundaries of California Statewide Communities Development Authority Statewide Community Infrastructure Program Assessment District No. _ (City of Santa Ana, County of Orange,) State of California," a copy of which map is on file with the Secretary and presented to this Commission meeting, and determines that the land within the exterior boundaries shown on the map shall be designated "Statewide Community Infrastructure Program Assessment District No. (City of Santa Ana, County of Orange,) State of California"; WHEREAS, the City of Santa Ana is a member of the Authority and has approved the adoption on its behalf of this Resolution of Intention and has consented to the levy of the assessments in the Assessment District; NOW, THEREFORE, BE IT RESOLVED that the Commission of the California Statewide Communities Development Authority hereby finds, determines and resolves as follows: Section 1. The above recitals are true and correct. Section 2. Pursuant to Section 2961 of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (the "1931 Act"), being Division 4 (commencing with Section 2800) of the 759-15 Code, the Commission hereby declares its intent to comply with the requirements of the 1931 Act by complying with Part 7.5 thereof. Section 3. The Commission has designated a registered, professional engineer as Engineer of Work for this project, and hereby directs said firm to prepare the report containing the matters required by Sections 2961(b) and 10204 of the Code, as supplemented by Section 4 of Article XIIID of the California Constitution. Section 4. The proposed boundary map of the Assessment District is hereby approved and adopted. Pursuant to Section 3111 of the Code, the Secretary of the Authority is directed to file a copy of the map in the office of the County Recorder of the County of Orange within fifteen (15) days of the adoption of this resolution. Section 5. The Commission determines that the cost of financing the Improvements and/or the payment of the Improvement Fees shall be specially assessed against the lots, pieces or parcels of land within the Assessment District benefiting from the financing of the Improvements and/or the payment of the Improvement Fees. The Commission intends to levy a special assessment upon such lots, pieces or parcels in accordance with the special benefit to be received by each such lot, piece or parcel of land, respectively, from the financing of the Improvements and/or the payment of the Improvement Fees. Section 6. The Commission intends, pursuant to subparagraph (f) of Section 10204 of the Code, to provide for an annual assessment upon each of the parcels of land in the proposed Assessment District to pay various costs and expenses incurred from time to time by the Authority and not otherwise reimbursed to the Authority which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto. Section 7. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10 of the Code), and the last installment of the bonds shall mature not to exceed twenty-nine (29) years from the second day of September next succeeding twelve (12) months from their date. Section 8. The procedure for the collection of assessments and advance retirement of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11.1 thereof. Section 9. Neither the Authority nor any member agency thereof will obligate itself to advance available funds from its or their own funds or otherwise to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall not prevent the Authority or any such member agency from, in its sole discretion, so advancing funds. Section 10. The amount of any surplus remaining in the improvement fund after acquisition of the Improvements and/or payment of Improvement Fees and all other claims shall be distributed in accordance with the provisions of Section 10427.1 of the Code. Section 11. To the extent any Improvement Fees are paid to the Authority in cash with respect to property within the proposed Assessment District prior to the date of issuance of the bonds, the amounts so paid shall be reimbursed from the proceeds of the bonds to the property owner or developer that made the payment. 759 16 PASSED AND ADOPTED by the California Statewide Communities Development Authority this day of , 2020. I, the undersigned, an Authorized Signatory of the California Statewide Communities Development Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Commission of the Authority at a duly called meeting of the Commission of the Authority held in accordance with law on 12020. Authorized Signatory California Statewide Communities Development Authority A-3 75B-17 EXHIBIT A TO THE RESOLUTION OF INTENTION DESCRIPTION OF WORK The payment of development impact fees levied within the Assessment District and/or public capital improvements to be acquired and owned by the City of Santa Ana or another local agency upon or for the benefit of parcels within the Assessment District, for the project known as [Project Name], which are authorized to be financed pursuant to the Municipal Improvement Act of 1913 and as to which the owners of the applicable parcels within the Assessment District have applied for participation in SCIP, as more particularly described below. PAYMENT OF IMPACT FEES ' Y T WI' : • u GI► *Capital improvements includes funding for incidental costs associated with the capital improvements, including but not limited to, contingency, design, engineering, and construction management [End of Form of Resolution of Intention] 75B-18 EXHIBIT B TO RESOLUTION FORM OF ACQUISITION AGREEMENT CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ACQUISITION AGREEMENT BY AND BETWEEN CITY OF SANTA ANA I_f2iil [DEVELOPER] Dated as of , 20 A-1 75B-19 ACQUISITION AGREEMENT Recitals A. The parties to this Acquisition Agreement (the "Agreement') are the CITY OF SANTA ANA, (the "Local Agency"), and [DEVELOPER], a [here indicate type of legal entity] (the "Developer"). B. The effective date of this Agreement is 12020. C. The Developer has applied for the financing of, among other things, certain public capital improvements to be owned by the Local Agency (collectively, the "Acquisition Improvements") through the California Statewide Communities Development Authority (the "Authority") and its Statewide Community Infrastructure Program ("SCIP"). [For CFDS:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through a community facilities district which will be administered by the Authority under and pursuant to the Mello -Roos Community Facilities Act of 1982 — California Government Code Sections 53311 and following (the "Act'). On [ ], 2020, the Local Agency entered into a Joint Community Facilities Agreement authorizing the Authority to form a community facilities district (the "District') within the territorial limits of the Local Agency to finance, among other things, the Acquisition Improvements. On [ ], 2020, the Authority formed the District and, on the same date, a landowner election was conducted in which all of the votes were cast unanimously in favor of conferring the District authority on the Authority Commission.] [For Assessment Districts:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through an assessment district (the "District') which will be administered by the Authority under and pursuant to Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the "1913 Act') and the issuance of improvement bonds (the "Local Obligations") under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the "1915 Act' and, together with the "1913 Act' the "Act').] D. The administration, payment and reimbursement of the capital facilities fees is agreed to be governed by the provisions of the SCIP Manual of Procedures as it may be amended from time to time. The administration, payment and reimbursement of the Acquisition Improvements shall be as provided herein. E. Under SCIP, the Authority intends to levy [assessments] [special taxes] and issue bonds, in one or more series, to fund, among other things, all or a portion of the costs of the Acquisition Improvements. The portion of the proceeds of the [special taxes and] bonds allocable to the cost of the Acquisition Improvements, together with interest earned thereon, is referred to herein as the "Available Amount'. F. The Authority will provide financing for the acquisition by the Local Agency of the Acquisition Improvements and the payment of the Acquisition Price (as defined herein) of the Acquisition Improvements from the Available Amount. Attached hereto as Exhibit A is a description of the Acquisition Improvements, which includes authorized discrete and usable portions, if any, of the public capital improvements, pursuant to Section 53313.51 of the Act, to 75B-20 be acquired from the Developer. G. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the Local Agency will acquire such completed Acquisition Improvements with the Available Amount. H. Any and all monetary obligations of the Local Agency arising out of this Agreement are the special and limited obligations of the Local Agency payable only from the Available Amount, and no other funds whatsoever of the Local Agency shall be obligated therefor. I. Attached to this Agreement are Exhibit A (the Acquisition Improvements and the Eligible Portions thereof), Exhibit B (form of Requisition), and Exhibit C (Bidding, Contracting and Construction Requirements for Acquisition Improvements), all of which are incorporated into this Agreement for all purposes. Agreement ARTICLE I DEFINITIONS; DISTRICT FORMATION AND FINANCING PLAN Section 1.01. Definitions. As used herein, the following capitalized terms shall have the meanings ascribed to them below: "Acceptable Title" means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the Local Agency Engineer not to interfere with the intended use and therefore are not required to be cleared from the title. "Acquisition and Construction Fund" means the "[Local Agency] Acquisition and Construction Fund" established by the Authority pursuant to Section 1.03 hereof for the purpose of paying the Acquisition Price of the Acquisition Improvements and which fund may be held as a subaccount within a fund established under the Authority Trust Agreement and may be commingled with acquisition and construction fund monies available for other public capital improvements. "Acquisition Improvement" shall have the meaning assigned to such term in the recitals and are further described in Exhibit A. "Acquisition Price" means the total amount eligible to be paid to the Developer upon acquisition of an Acquisition Improvement as provided in Section 2.03 not to exceed the Actual Cost of the Acquisition Improvement. "Act" has the meaning ascribed thereto in Recital C. 75B-21 "Actual Cost" means the total cost of an Acquisition Improvement, as documented by the Developer to the satisfaction of the Local Agency and as certified by the Local Agency Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer's cost of constructing such Acquisition Improvement including grading, labor, material and equipment costs, (b) the Developer's cost of designing and engineering the Acquisition Improvement, preparing the plans and specifications and bid documents for such Acquisition Improvement, and the costs of inspection, materials testing and construction staking for such Acquisition Improvement, (c) the Developer's cost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for such Acquisition Improvement, (d) the Developer's cost of any real property or interest therein that is either necessary for the construction of such Acquisition Improvement (e.g., temporary construction easements, haul roads, etc.), or is required to be conveyed with such Acquisition Improvement in order to convey Acceptable Title thereto to the Local Agency or its designee, (e) the Developer's cost of environmental evaluation or mitigation required for such Acquisition Improvement, (f) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Acquisition Improvement, (g) the Developer's cost for construction and project management, administration and supervision services for such Acquisition Improvement, (h) the Developer's cost for professional services related to such Acquisition Improvement, including engineering, accounting, legal, financial, appraisal and similar professional services, and (i) the costs of construction financing incurred by the Developer with respect to such Acquisition Improvement. "Actual Cost Certificate" means a certificate prepared by the Developer detailing the Actual Cost of an Acquisition Improvement, or an Eligible Portion thereof, to be acquired hereunder, as may be revised by the Local Agency Engineer pursuant to Section 2.03. "Agreement" means this Acquisition Agreement, dated as of [ ], 2020. "Authority" means the California Statewide Communities Development Authority. "Authority Trust Agreement" means a Trust Agreement entered into by the Authority and an Authority Trustee in connection with the issuance of bonds. "Authority Trustee" means the financial institution identified as trustee in an Authority Trust Agreement. "Available Amount" shall have the meaning assigned to the term in Recital E. "Bonds" means bonds or other indebtedness issued by the Authority as tax-exempt or taxable bonds or other indebtedness, in one or more series, that is to be repaid by the District. "Code" means the Streets and Highways Code or the Government Code of the State of California, as applicable. "Developer" means [Developer], its successors and assigns. "Disbursement Request Form" means a requisition for payment of funds from the Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion 75B-22 thereof in substantially the form contained in Exhibit B hereto. "District" shall have the meaning assigned to the term in Recital C. "Eligible Portion" shall have the meaning ascribed to it in Section 2.03 below. "Installment Payment" means an amount equal to ninety percent (90%) of the Actual Cost of an Eligible Portion. "Local Agency" means the City of Santa Ana. "Local Agency Engineer" means the Engineer of the Local Agency or his/her designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder. "Project" means the Developer's development of the property in the District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the District. ["Special Taxes" means annual special taxes, and prepayments thereof, authorized by the District to be levied by the Commission of the Authority.] "Title Documents" means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements), or an irrevocable offer of dedication of such real property with interests therein necessary to the operation, maintenance, rehabilitation and improvement by the Local Agency of the Acquisition Improvement (including, if necessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvement (other than said real property interests) to the Local Agency, where applicable. Section 1.02. Participation in SCIP. [For CFDs:] [The Local Agency has entered into a Joint Community Facilities Agreement with the Authority for the purpose of accepting applications from time to time of developers within the Local Agency's jurisdictional boundaries.] Developer has applied for financing through SCIP of the Acquisition Improvements, and such application has been approved by the Local Agency. Developer and Local Agency agree that until and unless such financing is completed by the Authority and the Available Amount is deposited in the Developer Acquisition Account, neither the Developer nor the Local Agency shall have any obligations under this agreement. Developer agrees to cooperate with the Local Agency and the Authority in the completion of SCIP financing for the Acquisition Improvements. Section 1.03. Deposit and Use of Available Amount. (a) Upon completion of the SCIP financing, the Available Amount will be deposited by the Authority in the Acquisition Account. (b) The Authority will cause the SCIP Trustee to establish and maintain the Acquisition Account for the purpose of holding all funds for the Acquisition Improvements. All 75B-23 earnings on amounts in the Acquisition and Construction Fund shall remain in the Acquisition and Construction Fund for use as provided herein and pursuant to the Authority Trust Agreement. Money in the Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to the Developer or its designee to pay the Acquisition Price of the Acquisition Improvements, as specified in Article II hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the Acquisition and Construction Fund (less any amount determined by the City as necessary to reserve for claims against the account) (i) shall be applied to pay the costs of any additional Acquisition Improvements eligible for acquisition with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority [to call Bonds or to reduce Special Taxes as the Authority shall determine][as provided in Section 10427.1 of the Code to pay a portion of the assessments levied on the Project property in the Assessment District. Section 1.04. No Local Agency Liability: Local Agency Discretion: No Effect on Other Agreements. In no event shall any actual or alleged act by the Local Agency or any actual or alleged omission or failure to act by the Local Agency with respect to SLIP subject the Local Agency to monetary liability therefor. Further, nothing in this Agreement shall be construed as affecting the Developer's or the Local Agency's duty to perform their respective obligations under any other agreements, public improvement standards, land use regulations or subdivision requirements related to the Project, which obligations are and shall remain independent of the Developer's and the Local Agency's rights and obligations under this Agreement. ARTICLE II DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2.01. Letting and Administering Design Contracts. The parties presently anticipate that the Developer has awarded and administered or will award and administer engineering design contracts for the Acquisition Improvements to be acquired from Developer. All eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements (whether as an advance to the Local Agency or directly to the design consultant) shall be reimbursed at the time of acquisition of such Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2.03 and shall not be entitled to any payment for design costs independent of or prior to the acquisition of Acquisition Improvements. Section 2.02. Letting and Administration of Construction Contracts: Indemnification. State law requires that all Acquisition Improvements not completed prior to the formation of the District shall be constructed as if they were constructed under the direction and supervision, or under the authority, of the [Local Agency]. In order to assure compliance with those provisions, except for any contracts entered into prior to the date hereof, Developer agrees to comply with the requirements set forth in Exhibit C hereto with respect to the bidding and contracting for the construction of the Acquisition Improvements. The Developer agrees that all the contracts shall call for payment of prevailing wages as required by the Labor Code of the 75B-24 State of California. The Developer's indemnification obligation set forth in Section 3.01 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/or applicable State laws regarding public contracting and prevailing wages. Section 2.03. Sale of Acquisition Improvements. The Developer agrees to sell to the [Local Agency] each Acquisition Improvement to be constructed by Developer (including any rights -of -way or other easements necessary for the Acquisition Improvements, to the extent not already publicly owned), when the Acquisition Improvement is has been constructed and is complete to the satisfaction of the Local Agency for an amount not to exceed the lesser of (i) the Available Amount or (ii) the Actual Cost of the Acquisition Improvement. Exhibit A, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of an Acquisition Improvement eligible for Installment Payments prior to completion of the entire Acquisition Improvement are described as eligible, discrete and usable portions in Exhibit A (each, an "Eligible Portion"). At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the Local Agency Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by executed Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the Local Agency Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the Local Agency Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. If the further documentation is still not adequate, the Local Agency Engineer may revise the Actual Cost Certificate to delete any disallowed items and the determination shall be final and conclusive. Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project. In those instances, the total costs under such contracts will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent (100%) of the costs under the contract will be allocated to that Acquisition Improvement. Amounts allocated to an Acquisition Improvement will be further allocated among the Eligible Portions of that Acquisition Improvement, if any, in the same proportion as the amount to be reimbursed for hard costs for each Eligible Portion bears to the amount to be reimbursed for hard costs for the entire Acquisition Improvement. Costs will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. The costs of certain environmental mitigation required to mitigate impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. In the event that the Actual Cost is in excess of the Available Amount, the Local Agency shall withdraw the Available Amount from the Acquisition Account and transfer said amount to the Developer. In the event that the Actual Cost is less than the Available Amount, the Local Agency shall withdraw an amount from the Acquisition Account equal to the Actual Cost, and shall transfer said amount to the Developer. Any amounts then remaining in the Acquisition Account shall be applied as provided in Section 1.03. 75B-25 In no event shall the Local Agency be required to pay the Developer more than the amount on deposit in the Acquisition Account at the time such payment is requested. Section 2.04. Conditions Precedent to Payment of Acquisition Price. Payment to the Developer or its designee of the Acquisition Price for an Acquisition Improvement from the Acquisition and Construction Fund shall in every case be conditioned first upon the determination of the Local Agency Engineer, pursuant to Section 2.03, that the Acquisition Improvement satisfies all Local Agency regulations and ordinances and is otherwise complete and ready for acceptance by the Local Agency, and shall be further conditioned upon satisfaction of the following additional conditions precedent: (a) The Developer shall have provided the Local Agency with lien releases or other similar documentation satisfactory to the Local Agency Engineer as evidence that none of the property (including any rights -of -way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already publicly owned) comprising the Acquisition Improvement, and the property which is subject to the [assessments/Special Taxes] of the District, is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements. (b) All due and payable property taxes, and installments of [assessments/Special Taxes] shall be current on property owned by the Developer or under option to the Developer that is subject to the lien of the District. (c) The Developer shall certify that it is not in default with respect to any loan secured by any interest in the Project. (d) The Developer shall have provided the Local Agency with Title Documents needed to provide the Local Agency with title to the site, right-of-way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents shall be in a form acceptable to the Local Agency (or applicable governmental agency) and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the Local Agency Engineer insuring the Local Agency as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the Local Agency and the Developer. Each title insurance policy required hereunder shall be in the amount equal to or greater than the Acquisition Price. Section 2.05. SCIP Requisition. Upon a determination by the Local Agency Engineer to pay the Acquisition Price of the Acquisition Improvements pursuant to Section 2.04, the Local Agency Engineer shall cause a SCIP Requisition to be submitted to the Program Administrator. The Program Administrator will review the SCIP Requisition and forward it with instructions to the SCIP Trustee and the SCIP Trustee shall make payment directly to the Developer of such amount pursuant to the SCIP Trust Agreement. The Local Agency and the Developer acknowledge and agree that the SCIP Trustee shall make payment strictly in accordance with the SCIP Requisition and shall not be required to determine whether or not the Acquisition Improvements have been completed or what the Actual Costs may be with respect to 75B-26 such Acquisition Improvements. The SCIP Trustee shall be entitled to rely on the SCIP Requisition on its face without any further duty of investigation. ARTICLE III MISCELLANEOUS Section 3.01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the Local Agency, the Authority, and each of its respective officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its agents and employees in the performance of this Agreement, or arising out of any contract for the design, engineering and construction of the Acquisition Improvements or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the Authority's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the SCIP financing (provided that the Developer shall have been furnished a copy of such official statement and shall not have objected thereto); and provided, further, that nothing in this Section 3.01 shall limit in any manner the Local Agency's rights against any of the Developer's architects, engineers, contractors or other consultants. Except as set forth in this Section 3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemnify the Local Agency, the Authority or any of its respective officers, directors, employees or agents, for any negligent or wrongful acts or omissions to act of the Local Agency, Authority its officers, employees, agents or any consultants or contractors. Section 3.02. Audit. The Local Agency shall have the right, during normal business hours and upon the giving of ten days' written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement) in constructing the Acquisition Improvements. Section 3.03. Cooperation. The Local Agency and the Developer agree to cooperate with respect to the completion of the SCIP financing for the Acquisition Improvements. The Local Agency and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement. Section 3.04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision. 75B-27 Section 3.05. Third Party Beneficiaries. The Authority and its officers, employees, agents or any consultants or contractors are expressly deemed third party beneficiaries of this Agreement with respect to the provisions of Section 3.01. It is expressly agreed that, except for the Authority with respect to the provisions of Section 3.01, there are no third party beneficiaries of this Agreement, including without limitation any owners of bonds, any of the Local Agency's or the Developer's contractors for the Acquisition Improvements and any of the Local Agency's, the Authority's, or the Developer's agents and employees. Section 3.06. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the Local Agency from any condition of development or requirement imposed by any other agreement between the Local Agency and the Developer, and, in the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by the Local Agency and the Developer. Section 3.07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be mailed to: If to the Local Agency: City of Santa Ana [Address to Come] If to the Developer: [Developer] [Address to Come] Either party may change its address by giving notice in writing to the other party. Section 3.08. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 3.09. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. Section 3.10. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement. Section 3.11. Singular and Plural: Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. 75B-28 Section 3.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 3.13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors -in -interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors -in -interest to the property within the District, without the prior written consent of the Local Agency. Section 3.14. Remedies in General. It is acknowledged by the parties that the Local Agency would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any (i) moneys owing to the Developer hereunder, or (ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the Local Agency. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that the Local Agency shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer other than for the payments to the Developer specified in the preceding paragraph. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 75B-29 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above. ATTEST: City Clerk CITY OF SANTA ANA [City Manager] [DEVELOPER], a [here indicate type of legal entity] (Signature) (Print Name) 75B-30 Exhibit A to the Acquisition Aereement DESCRIPTION OF ACQUISITION IMPROVEMENTS AND BUDGETED AMOUNTS ACQUISITION IMPROVEMENTS 1. 2. 3. 4. BUDGETED AMOUNTS 75B-31 Exhibit B to The Acquisition Agreement FORM OF SCIP REQUISITION To: BLX Group LLC SCIP Program Administrator 777 S. Figueroa St., Suite 3200 Los Angeles, California 90017 Attention: Vo Nguyen Fax: 213-612-2499 Re: Statewide Community Infrastructure Program The undersigned, a duly authorized officer of the CITY OF SANTA ANA hereby requests a withdrawal from the [DEVELOPER] ACQUISITION ACCOUNT, as follows: Request Date: Name of Developer: Withdrawal Amount: [Insert Date of Request] [Developer] [Insert Acquisition Price] Acquisition Improvements: [Insert Description of Acquisition Improvement(s) from Ex. A] Payment Instructions: [Insert Wire Instructions or Payment Address for Developer] The undersigned hereby certifies as follows: 1. The Withdrawal is being made in accordance with a permitted use of such monies pursuant to the Acquisition Agreement, and the Withdrawal is not being made for the purpose of reinvestment. 2. None of the items for which payment is requested have been reimbursed previously from other sources of funds. 3. If the Withdrawal Amount is greater than the funds held in the [Developer] Acquisition Account, the SCIP Program Administrator is authorized to amend the amount requested to be equal to the amount of such funds. 4. To the extent the Withdrawal is being made prior to the date bonds have been issued on behalf of SCIP, this withdrawal form serves as the declaration of official intent of the CITY OF SANTA ANA, pursuant to Treasury Regulations 1.150-2, to reimburse with respect expenditures made from the Developer Acquisition Account listed above in the amount listed above. CITY OF SANTA ANA IC Title: 75B-32 EXHIBIT C TO RESOLUTION ELIGIBLE FACILITIES AND FEES Eligible facilities and fees that may be financed by a CID formed by CSCDA through SCIP include all improvements and fees authorized under the Mello -Roos Act, including but not limited to the following: Transportation Improvements Eligible roadway improvements include, but are not limited to: acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil import/export, paving (including slurry seal), and decorative/enhanced pavement concrete and/or pavers; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off -site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bus shelters, bus and transit improvements including transfer stations and regional public transit improvements; masonry walls; traffic control and agency fees; and other improvements related thereto. Eligible improvements for the roads listed herein also include any and all necessary underground potable and recycled water, sanitary sewer, and storm drainage system improvements. Water System Improvements Authorized facilities include any and all water facilities designed to meet the needs of development within the CID. These facilities include, but may not be limited to: water storage, treatment and distribution facilities including waterlines and appurtenances, gate valves, pressure reducing stations, flow meters, fire hydrants, and other improvements related thereto such as site clearing, grading and paving; curbs and gutters; booster pump stations & power; stand-by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage. Recycled Water System Improvements Authorized facilities include any and all recycled water system facilities designed to meet the needs of development within the CID. These facilities include, but may not be limited to: treatment and distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump pressurization system, and other improvements related thereto - such as site clearing, grading and paving; curbs and gutters; booster pump stations; stand-by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage. Drainage System Improvements Authorized facilities include any and all drainage and storm drain improvements designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: excavation and grading, pipelines and appurtenances, outfalls and water quality measures, detention/retention basins, drainage pretreatment facilities, drainage ways/channels, pump C-1 75B-33 stations, landscaping and irrigation; access roads, gates, and fencing; and striping and signage and other improvements related thereto. Wastewater System Improvements Authorized facilities include any and all wastewater facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to, pipelines and all appurtenances thereto; manholes; tie-in to existing main lines; force mains; lift stations; upgrades to existing lift stations; odor -control facilities; and permitting related thereto; and related sewer system improvements. Park, Parkway and Open Space Improvements Authorized facilities include any and all improvements to parks, parkways and open space required for development within the CFD. These facilities include, but may not be limited to: grading, turf, shrubs and trees, landscaping irrigation, site lighting, drainage, sanitary sewer and water service, pedestrian and bicycle trails, protective fencing (including soundwalls), pedestrian/bicycle bridges, storm drain crossings, wetland mitigation, hawk mitigation for authorized facilities herein, access gates and fencing and related open space improvements. Authorized facilities include acquisition of any and all parkland as well as open space/bike trail/public access easements required for development within the CFD. School and Educational Facilities Authorized facilities include classroom renovation, updates to school safety and security systems, technology improvements, energy efficiency improvements, school modernization and retrofitting, and new classroom and school construction as required for development within the CFD. Development Impact Fees Authorized facilities include the direct Raiding of any of the above referenced facility types for which the Local Agency collects a development impact fee. Other Incidental Expenses and Bond Issuance Costs In addition to the above facilities, other incidental expenses as authorized by the Mello -Roos Community Facilities Act of 1982, including, but not limited to, the cost of planning and designing the facilities (including the cost of environmental evaluation, remediation and mitigation); engineering and surveying; construction staking; utility relocation and demolition costs incidental to the construction of the public facilities; costs of project/construction management; costs (including the costs of legal services) associated with the formation of the CFD; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; payment of taxes; costs of calculating and providing reimbursements from one-time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other expenses incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities. C-2 75B-34 EXHIBIT D TO RESOLUTION FORM OF INCREASED DEMANDS CERTIFICATE To: California Statewide Communities Development Authority Re: Statewide Community Infrastructure Program — Community Facilities District for Protect The undersigned, a duly authorized officer of the CITY OF SANTA ANA hereby certifies that the public capital improvements and development impact fees identified below are necessary to meet increased demands placed upon the Local Agency as a result of development within the proposed community facilities district for the [Project]: [List improvements/fees here] CITY OF SANTA ANA Title: D- I 75B-35 Exhibit E to Resolution CITY OF SANTA ANA CONTACTS FOR SCIP PROGRAM Primary Contact Name: Title: Mailing Address: Marc Morley Economic Development Manager 20 Civic Center, Santa Ana, CA 92702 Delivery Address (if different): E-mail: mmorley@santa-ana.org Telephone: (714) 647-6588 Fax: Secondary Contact Name: Sylvia Vazquez Title: Economic Development Specialist II Mailing Address: 20 Civic Center, Santa Ana, CA 92702 Delivery Address (if different): E-mail: svazquez@santa-ana.org Telephone: (714) 647-5445 Fax: [Add additional contacts as needed] E-1 75B-36 LJJ Va� N V° �i O i a cc Q O O >W CL 0 N W 'E U � E i E a—+ O cn U Cc +r � c6 E E 0 O U O Ny }, (c o +.+ a to a 7 J" sw O a) a) CLm O m O w aa)) o .p -CO .cc m c .b E >° - o '�m a °`c ° 0 �0o CL,,., CL C L a 0 m Q c_ m m cG c m E m N o t= +-� d a) H ° c O U c E c m U m Q° (DN CD m a) a c 0 0 m _N -6 O -O CD p C m N N tom c Y U N j 3 c L v= L N c .p m C N a)m Q O L c m N -p aL+ L y c c mom% oao c 3 0�a`N m m m m CD �p Q 'D m a) N o c a) U E a) a s CL -° m m'D m c m o J y y m C N J E 3 to N O E m o 'O m m a a) Q C L d a) 3 a+ O. �p O O ♦.S 4t L O N m N m t° 3 0= c N N E O �O c o m 'U v) c O E a) o o U E L 0 a ' Y J c° '// m O L w j c >i CL , UUO c c U >i 4- .O m .O J N o J o m �., m t°'o �d o o w O a) c a) 3 to c m .O o m C L U +- Y; m m ,., c C m •-• m a) c .m c p O. >, c J m O. 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