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HomeMy WebLinkAbout FULL PACKET_2016-03-15MINUTES OF THE SPECIAL AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER MARCH 1, 2016 SPECIAL AND REGULAR CLOSED SESSION MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:30 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:32 P.M.) P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO COUNCILMEMBERS Absent: VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council Quorum was established thru presence of Councilmembers Benavides, Martinez, Reyna and Tinajero. MOTION: Elect Councilmember Benavides as Chair (pursuant to SAMC 2- 101 due to unavailability of Mayor and Mayor Pro Tern). MOTION: Tinajero SECOND: Reyna VOTE: AYES: Benavides, Martinez, Reyna, Tinajero (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Pulido, Sarmiento (3) CITY COUNCIL MINUTES 1 MARCH 1, 2016 1 0A -1 PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:32 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Santa Ana Police Officer's Association and Corey Slayton v. City of Santa Ana, United States District Court Case No. 8:15 -CV- 01280- DOC -DFM 2. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: Joseph Straka vs. City of Santa Ana et al.; Case # 30- 2016- 00835333- CU-BC-CJC 3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: Centennial Education Center 2900 W. Edinger Avenue Santa Ana, CA 92704 Negotiators: City Manager David Cavazos, Parks, Recreation & Community Services Agency Director Gerado Mouet and Chancellor of the Rancho Santiago Community College District (RSCCD) Raul Rodriguez Terms: Price and Terms of Lease CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 5:52 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 MARCH 1, 2016 1 0A -2 CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:58 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO COUNCILMEMBERS Absent: VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO ERIC WAKELING, POLICE CHAPLAIN SPECIAL PRESENTATION by COUNCILMEMBER MARTINEZ to Parks, Recreation and Community Services Executive Director, Gerardo Mouet for receiving the HEAL Campaign designating Santa Ana as a "Fit City'. CLOSED SESSION REPORT - See Item 19A for any reportable actions. PUBLIC COMMENTS • Steven Rocco, made surveillance. general comments on Agenda Item 20B; concerned with CITY COUNCIL MINUTES 3 MARCH 1, 2016 1 0A -3 CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on Consent Calendar Items 10A through 31A, with the following modifications: Councilmember Martinez abstained on Agenda Item 11A out of an abundance of caution and due to her absence at the previous City Council meeting. MOTION: Benavides SECOND: Tinajero VOTE: AYES: Benavides, Pulido, Martinez, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) Items removed for separate action or modified are highlighted. 'Separate actions show the actual vote. Items without votes are adopted as part of the consent motion: ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF FEBRUARY 16, 2016 (STRATEGIC PLAN NO. 5, 1) - 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. SECOND READING ORDINANCE: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SANTA ANA MUNICIPAL CODE SECTION 32 -107 RELATING TO TOW TRUCKS {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the February 16, 2016 City Council meeting and approved by a vote of 5 -0 (Martinez and Tinajero absent). CITY COUNCIL MINUTES 4 MARCH 1, 2016 1 0A -4 Published in the Orange County Reporter on February 19, 2016. MOTION: Place ordinance on second reading and adopt.* ORDINANCE NO. NS -2894 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SANTA ANA MUNICIPAL CODE SECTION 32 -107 RELATING TO TOW TRUCKS *Councilmember Martinez abstained on Agenda Item 11A due to her absence at the previous City Council Meeting. BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Receive and file. NAME MEETING DATE Santa Ana Unified School District and City of Santa Ana 2/8/2016 Joint Policy Committee (Special Meeting) Development and Transportation Committee 2/11/2016 Public Safety and Neighborhood Improvement Committee 2/22/2016 MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — NONE 19B. EXCUSED ABSENCES —Clerk of the Council Office MOTION: Excuse the absence of Councilmember Amezcua and Mayor Pro Tern Sarmiento from the March 1, 2016 City Council Meeting. MOTION: Reyna SECOND: Martinez VOTE: AYES: Benavides, Pulido, Martinez, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) CITY COUNCIL MINUTES 5 MARCH 1, 2016 1 0A -5 19C. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR FEBRUARY 2016 {STRATEGIC PLAN NO. 5, 1) - Public Works Agency MOTION: Receive and file. 19D. CONSOLIDATED ANNUAL PERFORMANCE EVALUATION REPORT REVIEW FOR FISCAL YEAR 2014 -15 — DEMONSTRATES THE CITY'S SUCCESS IN ACHIEVING THE FIVE -YEAR OBJECTIVES FOR ENTITLEMENT GRANTS: COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG), EMERGENCY SOLUTIONS GRANT (ESG), AND HOME INVESTMENT PARTNERSHIP (HOME) {STRATEGIC PLAN NO. 4, 1) - Community Development Agency MOTION: Receive and file. 19E. QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 {STRATEGIC PLAN NO. 4, 1) - Finance and Management Services MOTION: Receive and file the Quarterly Report of Contracts entered into between July 1, 2015 to December 31, 2015 valued at $25,000 or less. 19F. REAL -TIME MAINTENANCE SERVICES DISPATCH PROGRAM USING "mySANTA ANA" SMARTPHONE APPLICATION {STRATEGIC PLAN NO. 7, 5A} - Public Works Agency MOTION: Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. WORKFORCE INNOVATION AND OPPORTUNITY ACT FUNDS FOR PROGRAM YEAR 2015 -2016 TO ASSIST JOB SEEKERS ACCESS EMPLOYMENT, EDUCATION, TRAINING, AND SUPPORT SERVICES (STRATEGIC PLAN NO. 2, 4) - Community Development Agency CITY COUNCIL MINUTES 6 MARCH 1, 2016 fflyxll MOTION: Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2016 -087 - Recognizing additional Workforce Innovation and Opportunity Act grant funds in the total amount of $104,529 in revenue account and appropriating as follows: • $ 2,021 in Administrative Allowance funds; • $ 9,254 in Adult funds; • $ 8,951 in Dislocated Worker funds; • $84,303 in Rapid Response funds to expenditure account. 20B. PURCHASE, MAINTENANCE, PROCUREMENT REIMBURSEMENT COSTS, AND APPROPRIATION ADJUSTMENT OF AN INVESTIGATIVE TOOL, PEN -LINK SYSTEM - {STRATEGIC PLAN GOAL NO. 1, 5} - Police Department MOTION: 1. AGMT NO. 2016 -030 - Authorize the City Manager and Clerk of the Council to execute a memorandum of agreement with the Federal Bureau of Investigation for the reimbursement of costs in an amount of $150,000 associated with the purchase and the City's agreement to maintain a Pen -Link PLX wire room monitoring and analysis system, subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -031 - Authorize the City Manager and Clerk of the Council to execute an agreement with Pen -Link, Ltd. for the purchase and maintenance of a Pen -Link PLX wire room monitoring and analysis system, for the period of March 1, 2016 through February 28, 2020 in an amount not to exceed $228,182, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2016 -084 - Recognize $150,000 in reimbursement funds from the Federal Bureau of Investigation in the Police Department's Miscellaneous Recoveries revenue account and appropriate same amount to the Crimes Against Persons expenditure account. CITY COUNCIL MINUTES 7 MARCH 1, 2016 1 0A -7 SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 15 -057 - VEHICLE BODY REPAIR SERVICES {STRATEGIC PLAN NO. (3, 2) - Finance and Management Services MOTION: Award contracts for a one -year period expiring February 28, 2017, with provisions of four one -year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $175,000, subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Cosmetic auto Care Doffo Automotive Inc. Kelly's Body Shop, Inc. Riteway Auto Paint Bodyworks Top Finish Collision Center Location Santa Ana Santa Ana Santa Ana Fountain Valley Santa Ana 22B. SPEC. NO. 16 -009 — PURCHASE OF 12 POLICE MOTORCYCLES {STRATEGIC PLAN NO. 6, 21 (Police Department) - Finance and Management Services A portion of the funds for this project is in accordance with the Council approved Surplus Allocation Plan dated October 20, 2015: Department - Finance, Project - Vehicle Replacement, Category - Facilities /Assets, Total Funding - $400,000 for FY 15 -16. MOTION: Authorize a one -time purchase and payment of purchase order to Iry Seaver Motorcycles in an amount not to exceed $336,212, subject to non - substantive changes approved by the City Manager and City Attorney. 22C. SPEC. NO. 15 -123 - SEWER ROOT FOAMING SERVICES {STRATEGIC PLAN NO. 6, 1C, 1F} (Public Works Agency) - Finance and Management Services MOTION: Award a contract to Duke's Root Control, Inc., for a three - year period from March 1, 2016 to February 28, 2019, with provision for a two -year renewal option exercisable by the City Manager, in an annual amount not to exceed $50,000, for a total amount not to exceed $250,000, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 8 MARCH 1, 2016 1 0A -8 AGREEMENTS 25A. TRAFFIC COUNTING SERVICES (PROJECT NO. 16 -6875) {STRATEGIC PLAN NO. 1, 3131 - Public Works Agency MOTION: 1. Confirm denial of the bid protest from Quality Traffic Data, LLC, dated January 14, 2016. 2. AGMT NO. 2016 -032 - Authorize the City Manager and Clerk of the Council to execute an agreement with Transportation Studies, Inc., for a one -year term, beginning March 1, 2016, through February 28, 2017, with provision for two one -year term extensions exercisable by the City Manager and the City Attorney, in an amount not to exceed $50,000 over the life of the agreement, subject to non - substantive changes approved by the City Manager and City Attorney. 25B. AGMT NO. 2016 -033 - CITY LOAN MODIFICATION TO COMPLY WITH NEW REGULATIONS AND POLICIES FROM THE HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENT AND CALIFORNIA HOUSING FINANCE AGENCY FOR A PROPOSED MIXED -USE PROJECT LOCATED AT 923 N. SANTIAGO STREET {STRATEGIC PLAN NO. 5, 3} - Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute the City Loan Modification Agreement with Depot at Santiago, LP, subject to non - substantive changes approved by the City Manager and City Attorney. 25C. AGMT NO. 2016 -034 - MEMORANDUM OF UNDERSTANDING REGARDING WAGES AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT WITH SERVICE EMPLOYEES INTERNATIONAL UNION, PART TIME NON CIVIL SERVICE UNION {STRATEGIC PLAN NO. 7, 6} - Personnel Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a Memorandum of Understanding with the Service Employees International Union, Part Time Non Civil Service Unit, subject to non - substantive changes approved by the City Manager and City Attorney, for a two -year period ending June 30, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 9 MARCH 1, 2016 1 0A -9 25D. AGMT NO. 2016 -035 - AMENDMENT — HISTORICAL RELATIONSHIP AND PRESENT COLLABORATIVE ARRANGEMENTS BY FRIENDS OF SANTA ANA ZOO (FOSAZ) FOR THE BENEFIT AND SUPPORT THE SANTA ANA ZOO AT PRENTICE PARK {STRATEGIC PLAN NO. 2, 2E) - Parks, Recreation & Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Friends of Santa Ana Zoo for an amount of $60,000 plus 10% of net revenues, estimated at $40,000, for a term from March 1, 2016 through February 28, 2019, with a one, two -year renewal period, subject to non - substantive changes approved by the City Manager and City Attorney. 25E. AGMT NO. 2016 -036 - INSTALLATION AND OPERATION OF A 65- FOOT FERRIS WHEEL CONCESSION AT THE SANTA ANA ZOO AT PRENTICE PARK {STRATEGIC PLAN NO. 6, 1B) - Parks, Recreation & Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Friends of Santa Ana Zoo (FOSAZ) for 10% of the net concession revenues to be provided to the City, for a term from March 1, 2016 to allow for the installation of the Ferris wheel and to continue as long as the Master Support. Agreement or any updated or replacement agreement remains effective for the continued operations of the Ferris wheel concession, which is expected to begin in January 2017, subject to non- substantive changes approved by the City Manager and City Attorney. LAND USE MATTERS CONDITIONAL USE PERM ITIVARIAN CES 31 A. CONDITIONAL USE PERMIT NO. 2015 -26 TO ALLOW A 60 -FOOT HIGH MAJOR WIRELESS FACILITY FOR VERIZON WIRELESS AT 4501 WEST MACARTHUR BOULEVARD — CORE DEVELOPMENT, APPLICANT (STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency Planning Commission approved recommended action on February 8, 2015, by a vote of 7 -0 MOTION; Receive and file the staff report approving Conditional Use Permit No. 2015 -26 as conditioned. * *END OF CONSENT CALENDAR ** CITY COUNCIL MINUTES 10 MARCH 1, 2016 1 0A -10 BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. RESOLUTION AMENDING CLASSIFICATION TO CREATE, RETITLE AND DELETE POSITIONS AND ADJUST COMPENSATION PLAN OF VARIOUS FULL -TIME AND PART -TIME POSITIONS FOR FISCAL YEAR 2015 -16 BUDGET - (STRATEGIC PLAN NO. 7, 6) - Personnel Services Agency, City Attorney's Office, Finance and Management Services Agency, Planning and Building Agency, Public Works Agency, and Parks, Recreation and Community Services Agency MOTION. Adopt a resolution. RESOLUTION NO. 2016 -015 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015 -026 TO EFFECT CERTAIN CHANGES TO THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLANS AND TO AMEND THE CURRENT ANNUAL BUDGET FOR FISCAL YEAR 2015 -2016 MOTION: Tinajero SECOND: Pulido VOTE: AYES: Benavides, Pulido, Martinez, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) 55B. AGREEMENT, APPROPRIATION ADJUSTMENT, AND RESOLUTION ACCEPTING FISCAL YEAR 2015 -16 EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG) (STRATEGIC PLAN NO. 1, 2E, 2F, 6C) - Police Department MOTION: 1. AGMT NO. 2016 -037 - Authorize the City Manager and the Clerk of the Council to execute a one -year agreement with the County of Orange, commencing July 1, 2015 through June 30, 2016 for the Emergency Management Performance Grant in an amount not to exceed $49,665, subject to non - substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 11 MARCH 1, 2016 1 0A -11 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2016 -086 - Recognizing $49,665 in Emergency Management Performance Grant Fiscal Year 2015 -16 funds in revenue account and appropriating same to expenditure account. 3. Adopt a resolution. RESOLUTION NO. 2016 -016 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER, AND THE CHIEF OF POLICE OR HIS DESIGNEE(S) TO OBTAIN 2015 EMERGENCY MANAGEMENT PERFORMANCE GRANT FUNDS THROUGH THE COUNTY OF ORANGE MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: PUBLIC HEARINGS SECOND: Reyna Benavides, Pulido, Martinez, Reyna, Tinajero (5) None (0) None (0) Amezcua, Sarmiento (2) 75A. PUBLIC HEARING ON ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF MATER DEI HIGH SCHOOL AND RESOLUTION APPROVING THE ISSUANCE OF BONDS - TAX EQUITY AND FINANCIAL RESPONSIBILITY ACT (TEFRA) {STRATEGIC PLAN NO. 3, 2) - Community Development Agency Legal Notice published in the Orange County Register on February 16, 2016. Mayor Pulido opened the Hearing. Steven Rocco, spoke on the matter, concerned with funding private school project. Mayor closed the Hearing. Council discussion ensued. Councilmember Martinez, opined that Mater Del should reach out to area residents; asked if Development Agreement would be coming back to City Council for consideration. CITY COUNCIL MINUTES 12 1 0A -12 MARCH 1, 2016 City Manager Cavazos, indicated that development agreement will return to City Council at next meeting; all bonds to be paid for by Mater Dei and City to receive some fees in return. Councilmember Martinez, asked for clarification on bond approval requirement and purpose of bonds. Ben Barker, representing Mater Dei, noted that it is a private bond that requires City action; proposed expansion of school and refinance debt. Patrick Murphy, president of Mater Dei noted that it's a refinancing of bonds; additional funds would be used for expansion of school Councilmember Martinez, asked what would happen if development agreement extension is not approved? Area residents concerned with expansion and wanted to note for the record that project it is not City funding and in the works for many years. MOTION: Adopt a resolution. RESOLUTION NO. 2016 -017 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY REVENUE BONDS (MATER DEI HIGH SCHOOL) SERIES 2016, IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,200,000, FOR THE PURPOSE OF FINANCING AND REFINANCING THE CONSENSUAL ACQUISITION OF PROPERTY, AS WELL AS THE CONSTRUCTION AND IMPROVEMENT OF PARKING FACILITIES AND CERTAIN OTHER MATTERS PERTAINING THERETO MOTION: Martinez SECOND: Reyna VOTE: AYES: Benavides, Pulido, Martinez, Reyna, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Sarmiento (2) CITY COUNCIL RECESSED AT 6 :14 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED THE CITY COUNCIL MEETING AT 6:24 P.M. WITH SAME MEMBERS PRESENT. CITY COUNCIL MINUTES 13 MARCH 1, 2016 1 0A -13 COMMENTS PUBLIC COMMENTS • Alex Vega, noted that he lived amongst the homeless; opined that Santa Ana has served population well and happy to be here to speak on the subject. • Smitty, spoke on mobile homeless check in center; expected later this year; suggested that a better idea be considered since original plan only accounted for 225 homeless but now over 2,000 homeless live in the area. • Michael Klubnikin, commented that Iliad and son not present tonight, but City should consider their request for assistance. • Lupe Martin- Moreno, volunteer at the Library; raised health and safety concerns at facility. • Mike Tardiff, spoke on proposed granny flat ordinance; concerns that it would create noise, increase traffic, police calls and negatively impact neighborhoods; need extensive outreach on the matter. 90A. CITY MANAGER'S COMMENTS • City Manager Cavazos shared that the Santa Ana Public Library has been named as a finalist for the 2016 National Medal award by the Institute of Museum and Library Services in recognition of exceptional service to the community and for making a difference in the lives of individuals, families, and communities. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Attended League of Cities meeting in Ontario - can distribute notes on meeting, if needed; attended NALEO meetings in Long Beach and Washington DC • Noted that a lot of activity on transportation policy at the State level; asked staff to work together with Orange County Transportation Authority (OCTA) and Southern California Association of Governments (SCAG); and • Invited residents to participate in pilot project to track vehicle miles traveled and how to fund transportation in the future; noted that lower gas prices means lower revenue to the City to fix streets and address transportation issues; important to prioritize discussion on matter. Councilmember Tinajero: • Thanked staff for work this past week; and • Reported that on March 5t" will hold speech debate; thanked Kiwanis Club for hosting and asked for volunteer judges. CITY COUNCIL MINUTES 14 MARCH 1, 2016 1 OA -14 Councilmember Reyna: • Asked all to continue to conserve water; and • Continued to encourage all to shop in Santa Ana. Councilmember Benavides: • Asked all to support our local economy; • Commented on "My Santa Ana" application available for all to report graffiti and requested presentation; and • Commented on high number of shootings reported in the newspaper recently; asked Police Department to be vigilant and community to come together to report activity; recreational programs may help deter activity. o Public Works Agency Executive Director Mousavipour presented brief overview of application. Mayor Pulido: • Requested background information, impacts and cost associated with proposed granny flat ordinance; and • Asked City Attorney and Police Chief to provide information that he could relay to State Governor Jerry Brown on Proposition 47 Realignment; should consider having them serve out their term at the Santa Ana jail rather than released early. ADJOURNED- 7:00 p.m. - The next meeting of the City Council is scheduled for Tuesday, March 15, 2016 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program • Budget Approved Fiscal Year 2016 -2017 • Warner Assessment District • 2016 General Election • Economic Development Strategic Plan • Fireworks Options • General Plan Update, tentatively scheduled for February 2018 CITY COUNCIL MINUTES 15 MARCH 1, 2016 1 0A -15 1 0A -16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR FEBRUARY 2016 {STRATEGIC PLAN NO. 5, 1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO �nn�rr�l Receive and file the Strategic Plan Monthly Report for February 2016. DISCUSSION The February 2016 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: http: / /www, santa- ana.ora /strategic- planning/ STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. 19C -1 19C -2 R CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: CITY OF SANTA ANA GENERAL PLAN HOUSING ELEMENT ANNUAL PROGRESS REPORT (STRATEGIC PLAN NO. 5, 3B} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 0 As Recommended 0 As Amended 0 Ordinance on 1 t Reading 0 Ordinance on 2nd Reading 0 Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER Authorize submittal of the General Plan Housing Element Annual Progress Report to the State of California Housing and Community Development. DISCUSSION The General Plan Housing Element is a comprehensive planning document designed to address current and future housing needs for Santa Ana and the surrounding region. The housing vision is expressed in the goals and policies and implementation programs are stated in the Housing Element. The purpose of the Housing Element Annual Progress Report (Exhibit 1) is to describe the activities and accomplishments made in 2015, which are implemented in the City's housing vision. In 2015, there were two major Housing Element programs: 1) the Harbor Transit Corridor Mixed Use Corridor Specific Plan, which resulted in over 900 housing units to be in the pipeline for development, and 2) the updated Housing Opportunity Ordinance to further promote affordable housing to better meet the community needs. The Housing Element Annual Progress Report includes a summary of Santa Ana's progress in meeting its share of the Regional Housing Needs Allocation (RHNA). There have been a total of 141 new housing units constructed to date that have helped to meet approximately 35 percent of the overall target for Santa Ana's 405 RHNA for the planning period of 2014 through 2021. 19D -1 March Page Progress Towards 2014.2021 RHNA goal Now Now Total RHNA Total Housing Housing Housing Remaining RHNA Units Units units by RHNA by Income allocation 2014 2015 Income Income Levels Very Low 156 20 p 20 136 I LOW 1 122 1 20 1 0 1 20 1 102 1 Total; 1 405 1 281 198 141 264 Based can building permits finalized The Housing Element Annual Progress Reports are due to the State Department of Housing and Community Development (HCD) and the State Office of Planning and Research in April of each year, particularly if a charter city's housing element identifies the Acquisition and Rehabilitation of existing housing to meet Regional Housing Need Allocation (RHNA) for the construction of new housing. In addition, the Housing Element Annual Progress Report Is required to be eligible for certain State funding programs such as the Housing Related Parks Program (HRP), Per Government Code 65400, the report 15 to be considered at public meeting before the legislative body where members of the public may provide testimony and written comments, TR AL Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and Improve the livability of Santa Ana neighborhoods) Strategy B (ensure compliance with the City's Housing Opportunity Ordinance by requiring rental and ownership housing projects that meet specified criteria to provide a minimum of 15 percent affordable units). FISCAL IMPACT There is no fiscal impact associated with this item. MM :rb M; \HOUOINQ\RHNA Annua]Roporl \201 & \RFOAMeroh19,79,doox Exhibit: 1, general Plan Housing Element Annual Progress Report 19D-2 City of Santa Ana ANNUAL GENERAL PLAN HOUSING ELEMENT PROGRESS REPORT Submitted by Planning and Building Agency April 1, 2016 Exhibit l 19D-3 MAYOR Miguel A. Pulido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMSERS Angelica Amezcua P. David Benavides Michele Martinez Roman Rayne Sal Tinajero PLANNING & BUILDING AGENCY 20 Civic Center Plaza P.O. Box 1988 a Santa Ana, California 92702 www.santa-ana.org/pba Department of Housing and Community Development CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar ANNUAL GENERAL PLAN HOUSING ELEMENT PROGRESS REPORT CONTACT INFORMATION City or County Name: City of Santa Ana Mailing Address: 20 Civic Center Plaza, Santa Ana, CA 92701 Report Contact Person: Candida Neal Title: Planning Manager Phone: (714) 667 -2728 FAX: (714) 973 -1461 E -mail: cneal&santa- ana.orr Reporting Period by Calendar Year: from Jan. 1, 2015 to Dec. 31, 2015 SANTA ANA CITY COUNCIL Miguel A. Pulido Vincent F. Sarrnienfo Michele Martinez Angelica Amezcua P. David aenavldes Roman Reyna Sal Tinalero Mayor Mayor Pro Tern, Ward 1 Ward 2 � Ward 4 Ward 5 Ward 6 MPu1ldo(osanta- ana.orc VSarmlentoAsanta-ana.orq MMadinaziysanta- ana.oro AAr a 4rc DDenavidea Zy..rta- ana.or Rftevna(olsanta- ana_org eTinaieroCalsanla -anay City of Santa Ana ANNUAL GENERAL PLAN HOUSING ELEMENT PROGRESS REPORT (2015) TABLE OF CONTENTS Contact Information Progress Report: Attachment 1 • Table A: Annual Building Activity Report- Low -, and Very Low - Income Units and Mixed - Income Multifamily Projects • Table A2: Annual Building Activity Report - Summary for Units Rehabilitated, Preserved and Acquired pursuant to GC Section 65883.1(c)(1) • Table A3: Annual Building Activity Report Summary for Moderate - and Above Moderate - Income Units • Table B: Regional Housing Needs Allocation Progress • Table C: Program Implementation Status 19D -5 D � k $k uj§z o N o00 ate\ w §e wE( §k� ua kk z_ K \ / k] 0 IL \� ` E E E {k \M � /} §\ j{ / k §0 f! 1§D- \} \) \0w \ \\ co ) {\ aw \0 0 /)) 2 �LZ0 )\ \\ \ /2 ` / \\ / ( � �o _ ) o k E j .> ) j \\^ �A x 0 2.\ _ _ »( \4: k ! . ) §( { _ )/j _ \0 o 1§D- \} \) \0w \ \\ co ) {\ aw \0 0 r a a C W w w N C N d W � N r o 0 Cw N a�� Z LLJ U W J � we Q � zT Z Z Q 0 N M a D A c a m � N fn N 0 M c 'O O c a O � U G_ D 0 N 2 d e 7 a CL a m H c a d N a. d w V 9 � ai N t � v � � a w c A O a �N � U E � E o+ Q d .5 a rn c V m m c a` 19D-7 Z 0 N Fd F 0 Z C E u c a �a da o Oc O O M Q t Q o a y � d a E 'c w � E E A Y O O O. 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Z _E5 Z ° O.•C N N N G E 07 o a° w o 0 ° — c m 21: o E m s .OIGL >.za I E $ E m O< O Q' N m .°c d a F N m 4 4 • • • • E � wG,a- oar=._ - ao =.0, E -0 .°c 20 �Gw ° o,°'�° 78, < a` �' rn moo 3 °1NO' wu E U dbid 14 LL 16 E' =LL00:Eid uWi m° U2�W 2UZ 19D -25 d O _ O U U' N O _ O Sm O N V S `o v. O o 'o 0 -O ` iim m m v o p L_ - O ¢CCC,,� L r n no r an E rT. a E �� y y x.42 co. ° o E E N O Q Q G U U L• O C = = N C C d _ _gym � � m F? — E m's o oo m' c 0 0° v o o i n c � N� T T c w 00 E m c E N > > n m° c E m c @ U UO. o O N N N U 0 c O ° ° Gi F F- _ °c'-°o U G o o= C C m 3 0 E � 'm o E o ¢ E O m W ..._S.._______• — —__— • • ..._.____.-- _ _ —__.. 4h l i Q Q N N C C C C Q C u C E N 19D -25 19D -26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: INTENT TO RELEASE REQUEST FOR PROPOSAL FOR FIESTAS PATRIAS EVENT 2016 {STRATEGIC PLAN NO. 5,5C) CITY .w.... MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: 0 As Recommended © As Amended El Ordinance on I" Reading ® Ordinance on 2nd Reading ❑ Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER Staff is preparing a Request for Proposal (RFP) for the purpose of selecting an experienced and qualified event producer for the Fiestas Patrias 2016 event that is scheduled to take place September 10 -11, 2016. Fiestas Patrias will be celebrating its 38th year of delighting the public with a street fair, carnival rides and games, live music and dance performances, booths on arts, culture, history, merchandise and services, food vendors, and a Fiestas Patrias parade. On average about 100,000 visitors attend the event the first day, Saturday, and approximately 150,000 visitors attend the second day, Sunday; which is also the day when the parade takes place. The selected event producer will be contracted to cover all City costs, coordinate and manage all components of the event, including street fair, non -food and food booths, Main Stage Performances, Carnival Rides and the parade. The RFP will be released on April 6, 2016 with a proposal conference on April 20, 2016 and proposals deadline of May 4, 2016. Those interested in submitting proposals will have the opportunity to attend and review the City's produced Cinco de Mayo event scheduled for April 30 and May 1, 2016. The selected event producer will have four months of production planning time before the Fiestas Patrias event date of September 10 - 11. 2016. Staff conducted some public outreach to discuss the intent to release this RFP during the first City Event Advisory meeting that took place on February 22, 2016. The Advisory provided opportunity for various stakeholders to share their input regarding City produced events. Twenty - five people attended the City Event Advisory meeting. In addition to sharing the news about the plan to issue this RFP, staff announced the new participation rules that enhance the quality of City produced events. The rules apply to booths, performances, parades and elected official 19E -1 Intent To Release Request For Proposal For Fiestas Patrias Event 2016 March 15, 2016 Page 2 participation, including fee and timeline expectation for participation. The planning efforts were made with the direction of the City Manager and discussion from the Parks, Recreation, Education, and Youth (PREY) Council Committee meeting that took place on January 25, 2016. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City - controlled open space). FISCAL IMPACT There is no impact associated with this item. Gerardo Mouet V Executive Director Parks, Recreation and Community Services Agency 19E -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AGREEMENT AND APPROPRIATION ADJUSTMENT TO IMPLEMENT THE FIT CITIES GRANT WITH THE ORANGE COUNTY HEALTH CARE AGENCY {STRATEGIC PLAN NO 5, 4B} r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: I_ ZIN10iI1V /4ir, ❑ As Recommended ❑ As Amended • Ordinance on 1 st Reading • Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute an agreement with the County of Orange, to provide Fifteen in Twenty- Twenty Cities Mini Grant Services, for the term beginning February 1, 2016 through June 30, 2016, in an amount not to exceed $30,000, subject to non - substantive changes by the City Manager and City Attorney. 2. Approve an appropriation adjustment to recognize FIT Cities Initiative grant funds in the amount of $30,000 into the Emergency and Health Fund revenue account and appropriate the same in the Emergency and Health expenditure accounts. DISCUSSION The Orange County Health Care Agency (OCHCA) invited the City of Santa Ana to participate in the Fifteen in Twenty- Twenty (FIT) Cities Initiative, an effort to address obesity through making changes that facilitate healthful eating and physical activity. The program requires partnerships with neighborhood groups working with the City to create community change. The City has elected to participate in the FIT Cities Initiative since the program goals also support ongoing active transportation planning efforts. The City will identify three to five community residents to participate in leadership training offered through OCHCA. These residents will then work with City staff to identify a specific focus project. The City will contract with a design consultant to assist the resident leaders and staff by designing a preliminary project and providing cost estimates. Funds allocated toward this project through the FIT Cities Initiative will cover staff and consultant costs. The result will be a design - ready project for the City to pursue grant funds to implement. 20A -1 Agreement with County of Orange HCA to Implement the FIT Cities Grant March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability), Strategy B (improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to healthy food options in neighborhoods). FISCAL IMPACT The appropriation adjustment will recognize FIT Cities Initiative grant funds in the amount of $30,000 into the Emergency and Health Fund revenue account (No. 12217002 - 52030) and appropriate the same into the Emergency and Health Fund expenditure accounts (Nos. 12217610 - various) for expenditure in FY 2015 -2016. NI a Zo ems-. A V Fred Mousavipour Executive Director Public Works Agency FM /EWG /CW Exhibit- Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 20A -2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 AGREEMENT FOR PROVISION OF FIFTEEN IN TWENTY - TWENTY (FIT) CITIES MINI GRANT SERVICES BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FEBRUARY 1, 2016 THROUGH JUNE 30, 2016 THIS AGREEMENT entered into I" day of February 2016, which date is enumerated for purposes of reference only, is by and between the COUNTY OF ORANGE (COUNTY) and City of Santa Ana, (CONTRACTOR). This Agreement shall be administered by the County of Orange Health Care Agency (ADMINISTRATOR). WITNESSETH: WHEREAS, COUNTY wishes to contract with CONTRACTOR for the provision of Fifteen in Twenty - Twenty (FIT) Cities Mini Grant services described herein to the residents of Orange County; and WHEREAS, CONTRACTOR is agreeable to the rendering of such services on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: !! /! !/ !! !! !! t! !/ /! !! !/ !/ Exhibit 20A -3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 CONTENTS PARAGRAPH PAGE TitlePage .................................................................................................. ............................... 1 Contents................................. ............................... a.. ............... ................. , .......... ....... .. ....... ..... 2 Referenced Contract Provisions ............................................................... ............................... 4 I. Acronyms .................................................................................................. ............................... 5 11. Alteration of Terms .................................................................................. ............................... 6 III. Compliance ............................................................................................... ............................... 6 IV. Confidentiality .......................................................................................... ............................... 9 V. Delegation, Assignment and Subcontracts .............................................. ............................... 9 VI, Employee Eligibility Verification ............................................................ ............................... 10 VII. Expenditure Report ................................................................................... ............................... I 1 VIII, Facilities, Payments and Services ............................................................ ............................... 11 X Indemnification and Insurance ................................................................. ............................... 11 X. Inspections and Audits ............................................................................. ............................... 1.4 XI. Licenses and Laws .................................................................................... ............................... 15 XII. Literature, Advertisements, and Social Media ......................................... ............................... 16 XUMaximum Obligation... ............. .................... -.- ........... .... --- ................................ .......... 17 XIV, Nondiscrimination.......... .......................................................................... ............................... 17 XV. Notices ...................................................................................................... ............................... 19 XVI. Notification Of Public Events And Meetings .......................................... ............................... 20 XVII. Records Management and Maintenance .................................................. ............................... 20 XVIII. Research and Publication ......................................................................... ............................... 20 XIX, Right to Work and Minimum Wage Laws .............................................. ............................... 21 XX. Severability ............................................................................................... ............................... 21 XXI. Status of Contractor .................................................................................. ............................... 21 XXII. Tenn .......................................................................................................... ............................... 22 XXIII. Termination .............................................................................................. ............................... 22 XXIV. Third Party Beneficiary... .... ....................................................... .................... - .......... .......... 24 XXV. Waiver of Default or Breach .................................................................... ............................... 24 SignaturePage ......................................................................................... ............................... 25 !/ !t /! !/ 2 of 25 x1CONTRACTS -2015 -L015- 2016`.PMFIT Cam MINI G201*QNTAdANA FY 15 -16 CA.Dw SAN I SPHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 EXHIBIT A 1. Definitions ...... ............................... II. Payments ......... ............................... III. Records ........... ............................... IV, Reports ............ ............................... V. Services ........... ............................... // 1! u !r H H !/ /! // H H // H !/ u !r /! // /t // !/ !/ // !/ 3 of 25 %:`CONTRACTS_ 2015 -\ 2015 - 2016' KPH\FITCrcIESMINIG�=- 56NT4ANAFY 15- 16CA.Doc PAGE 1 .................. 1 2 3 3 SANI5PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Term: February 1, 2016 through June 30, 2016 Maximum Obligation: $30,000 Basis for Reimbursement: Negotiated Rate Payment Method: Payment in arrears Notices to COUNTY and CONTRACTOR: COUNTY: County of Orange Health Care Agency Contract Services 405 West 5th Street, Suite 600 Santa Ana, CA 92701 -4637 IKOW t1f:tTlly1Lw7til City of Santa Ana 20 Civic Center Plaza. Santa Ana, CA 92701 Verny Carvajal, AICP vearvaial wsanta- ana.ora 4 of 25 XA CONTRACTS - 2015 -12015.20161PHTH'Crnrs MINI 121WtNA FY 15.16CA.Doc SANISPHKKl6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 I. ACRONYMS The following standard definitions are for reference purposes only and may or may not apply in their entirety throughout this Agreement: A. ARRA American Recovery and Reinvestment Act B. ASRS Alcohol and Drug Programs Reporting System C. CCC California Civil Code D. CCR California Code of Regulations E. CEO County Executive Office F. CFR Code of Federal Regulations G. CHPP COUNTY HIPAA Policies and Procedures H. CHS Correctional Health Services I. COI Certificate of Insurance J. D /MC Drug/Medi -Cal K. DHCS Department of Health Care Services L. DPFS Drug Program Fiscal Systems M. DRS Designated Record Set N. cPHI Electronic Protected Health Information O. GAAP Generally Accepted Accounting Principles P. HCA Health Care Agency Q. HHS Health and Human Services R. HIPAA Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191 S. HSC California Health and Safety Code T. ISO Insurance Services Office U. MHP Mental Health Plan V. OCIS Orange County Jail System W. OCPD Orange County Probation Department X. OCR Office for Civil Rights Y. OCSD Orange County Sheriffs Department Z. OIG Office of Inspector General AA. OMB Office of Management and Budget AB, OPM Federal Office of Personnel Management AC. PA DSS Payment Application Data Security Standard AD. PC State of California Penal Code AE. PCI DSS Payment Card Industry Data Security Standard AF. PHI Protected Health Information AG. PII Personally Identifiable Information 5 of 25 X- 'CONTRACTS -2015- `2015- 2016TWIT CMU MINI GBaN S4NT9.A.NAFYiS- 16CADOC SANI5PHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 1S 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 AH. PRA Public Record Act AI. SIR Self-Insured Retention AJ. The HITECH Act The Health Information Technology for Economic and Clinical Health Act, Public Law 111 -005 AK, USC United States Code AL. WIC State of California Welfare and Institutions Code II. ALTERATION OF TERMS A. This Agreement, together with Exhibit A attached hereto and incorporated herein, fully expresses the complete understanding of COUNTY and CONTRACTOR with respect to the subject matter of this Agreement. B. Unless otherwise expressly stated in this Agreement, no addition to, or alteration of the terms of this Agreement or any Exhibit, whether written or verbal, made by the parties, their officers, employees or agents shall be valid unless made in the form of a written amendment to this Agreement, which has been formally approved and executed by both parties. III. COMPLIANCE A. ADMINISTRATOR has established a Compliance Program for the purpose of ensuring adherence to all rules and regulations related to federal and state health care programs. 1. ADMINISTRATOR shall provide CONTRACTOR with a copy of the relevant HCA policies and procedures relating to HCA's Compliance Program, HCA's Code of Conduct and General Compliance Trainings. 2. CONTRACTOR has the option to adhere to HCA's Compliance Program and Code of Conduct or establish its own, provided CONTRACTOR's Compliance Program and Code of Conduct have been verified to include all required elements by ADMINISTRATOR's Compliance Officer as described in subparagraphs below. 1 If CONTRACTOR elects to adhere to HCA's Compliance Program and Code of Conduct; the CONTRACTOR shall submit to the ADMINISTRATOR within thirty (30) calendar days of award of this Agreement a signed acknowledgement that CONTRACTOR shall comply with HCA's Compliance Program and Code of Conduct. 4, If CONTRACTOR elects to have its own Compliance Program and Code of Conduct then it shall submit a copy of its Compliance Program, Code of Conduct and relevant policies and procedures to ADMINISTRATOR within thirty (30) calendar days of award of this Agreement. ADMINISTRATOR's Compliance Officer shall determine if CONTRACTOR Compliance Program and Code of Conduct contains all required elements. CONTRACTOR shall take necessary action to meet said standards or shall be asked to acknowledge and agree to the HCA's Compliance Program and Code of Conduct if the CONTRACTOR's Compliance Program and Code of Conduct does not contain all required elements. 6 of 25 X: CONTRACTS -2015 ,2015- 2016''1PH'TM44 € 9Mtrn qlygsxTeNA FY 15.16 CA.UOC SAN15PHKK16 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 5. Upon written confirmation from ADMINISTRATOR's Compliance Officer that the CONTRACTOR Compliance Program and Code of Conduct contains all required elements, CONTRACTOR shall ensure that all Covered Individuals relative to this Agreement are made aware of CONTRACTOR's Compliance Program, Code of Conduct and related policies and procedures. 6. Failure of CONTRACTOR to submit its Compliance Program, Code of Conduct and relevant policies and procedures shall constitute a material breach of this Agreement. Failure to cure such breach within sixty (60) calendar days of such notice from ADMINISTRATOR shall constitute grounds for termination of this Agreement as to the non - complying party. B. SANCTION SCREENING — CONTRACTOR shall adhere to all screening policies and procedures and screen all Covered Individuals employed or retained to provide services related to this Agreement to ensure that they are not designated as Ineligible Persons, as pursuant to this Agreement. Screening shall be conducted against the General Services Administration's Excluded Parties Last System or System for Award Management, the Health and Human Services /Office of Inspector General List of Excluded Individuals /Entities, and the California Medi -Cal Suspended and Ineligible Provider List and/or any other list or system as identified by the ADMINISTRATOR. 1. Covered Individuals includes all contractors, subcontractors, agents, and other persons who provide health care items or services or who perform billing or coding functions on behalf of ADMINISTRATOR. Notwithstanding the above, this term does not include part -time or per -diem employees, contractors, subcontractors, agents, and other persons who are not reasonably expected to work more than one hundred sixty (160) hours per year; except that any such individuals shall become Covered Individuals at the point when they work more than one hundred sixty (160) hours during the calendar year. CONTRACTOR shall ensure that all Covered Individuals relative to this Agreement are made aware of ADMINISTRATOR's Compliance Program, Code of Conduct and related policies and procedures. 2. An Ineligible Person shall be any individual or entity who: a. is currently excluded, suspended, debarred or otherwise ineligible to participate in federal and state health care programs; or b. has been convicted of a criminal offense related to the provision of health care items or services and has not been reinstated in the federal and state health care programs after a period of exclusion, suspension, debarment, or ineligibility. 3. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement. CONTRACTOR shall not hire or engage any Ineligible Person to provide services relative to this Agreement. 4. CONTRACTOR shall screen all current Covered Individuals and subcontractors semi - annually to ensure that they have not become Ineligible Persons. CONTRACTOR shall also request that its subcontractors use their best efforts to verify that they are eligible to participate in all federal and State of California health programs and have not been excluded or debarred from participation in any 7 of 25 x'' CONTRA4 "rS- ?Ul5= '•2015•?oWPIFFrr Cr[1E5 MINIC,yprUXITt fNAFY I5 -16 CA00C SAN15PHKKI6 I federal or state health care programs, and to further represent to CONTRACTOR that they do not have 2 any Ineligible Person in their employ or under contract. 3 5, Covered Individuals shall be required to disclose to CONTRACTOR immediately any 4 debarment, exclusion or other event that makes the Covered Individual an Ineligible Person, 5 CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual providing 6 services directly relative to this Agreement becomes debarred, excluded or otherwise becomes an 7 Ineligible Person. 8 6. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal 9 and state funded health care services by contract with COUNTY in the event that they are currently 10 sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If II CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, 12 CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY 13 business operations related to this Agreement. 14 7. CONTRACTOR shall notify ADMINISTRATOR immediately if a Covered Individual or 15 entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened. 16 Such individual or entity shall be immediately removed from participating in any activity associated 17 with this Agreement. ADMINISTRATOR will determine appropriate repayment from, or sanction(s) to 18 CONTRACTOR for services provided by ineligible person or individual. CONTRACTOR shall 19 promptly return any overpayments within forty -five (45) business days after the overpayment is verified 20 by the ADMINISTRATOR. 21 C. COMPLIANCE TRAINING — ADMINISTRATOR shall make General Compliance Training 22 and Provider Compliance Training, where appropriate, available to Covered Individuals. 23 1. CONTRACTOR shall use its best efforts to encourage completion by Covered Individuals; 24 provided, however, that at a minimum CONTRACTOR shall assign at least one (1) designated 25 representative to complete all Compliance Trainings when offered. 26 2. Such training will be made available to Covered Individuals within thirty (30) calendar days 27 of employment or engagement. 28 3. Such training will be made available to each Covered Individual annually. 29 4. Each Covered Individual attending training shall certify, in writing, attendance at 30 compliance training. CONTRACTOR shall retain the certifications. Upon written request by 31 ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications. 32 D. MEDICAL BILLING, CODING, AND DOCUMENTATION COMPLIANCE STANDARDS 33 1. CONTRACTOR shall take reasonable precaution to ensure that the coding of health care 34 claims, billings and/or invoices for same are prepared and submitted in an accurate and timely manner 35 and are consistent with federal, state and county laws and regulations. 36 2. CONTRACTOR shall not submit any false, fraudulent, inaccurate and/or fictitious claims 37 for payment or reimbursement of any kind. 8 of 25 X'�CONTRACTS- 2015'2015- 2016PHTFFCU15SM1Ni yi*7s+5ANT3 AN FY 15- 16CA.Doc SAN15PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 3. CONTRACTOR shall bill only for those eligible services actually rendered which are also fully documented. When such services are coded, CONTRACTOR shall use accurate billing codes which accurately describes the services provided and must ensure compliance with all billing and documentation requirements. 4. CONTRACTOR shall act promptly to investigate and correct any problems or errors in coding of claims and billing, if and when, any such problems or errors are identified. 5. CONTRACTOR shall promptly return any overpayments within forty -five (45) business days after the overpayment is verified by the ADMINISTRATOR. IV. CONFIDENTIALITY A. CONTRACTOR shall maintain the confidentiality of all records, including billings and any audio and/or video recordings, in accordance with all applicable federal, state and county codes and regulations, as they now exist or may hereafter be amended or changed, B. Prior to providing any services pursuant to this Agreement, all members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns of the CONTRACTOR shall agree, in writing, with CONTRACTOR to maintain the confidentiality of any and all information and records which may be obtained in the course of providing such services. This Agreement shall specify that it is effective irrespective of all subsequent resignations or terminations of CONTRACTOR members of the Board of Directors or its designee or authorized agent, employees, consultants, subcontractors, volunteers and interns. V. DELEGATION ASSIGNMENT AND SUBCONTRACTS A. CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without prior written consent of COUNTY. CONTRACTOR shall provide written notification of CONTRACTOR's intent to delegate the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. Any attempted assignment or delegation in derogation of this paragraph shall be void. B. CONTRACTOR may not assign the rights hereunder, either in whole or in part, without the prior written consent of COUNTY. 1. If CONTRACTOR is a nonprofit organization, any change from a nonprofit corporation to any other corporate structure of CONTRACTOR, including a change in more than fifty percent (50 %) of the composition of the Board of Directors within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph, unless CONTRACTOR is transitioning from a community clinic/health center to a Federally Qualified Health Center and has been so designated by the Federal Government. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 2. If CONTRACTOR is a for -profit organization, any change in the business structure, including but not limited to, the sale or transfer of more than ten percent (10 %) of the assets or stocks of 9 of 25 XACONTaACTS - 2015 - X2015- 2016\PH1FIT CITI[5 MIN, 26KNY f A FY 15.16 CA.00C SAN I SPHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (50 %) or more of Board of Directors of CONTRACTOR at one time shall be deemed an assignment pursuant to this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 3. If CONTRACTOR is a governmental organization, any change to another structure, including a change in more than fifty percent (50 %) of the composition of its governing body (i.e. Board of Supervisors, City Council, School Board) within a two (2) month period of time, shall be deemed an assignment for purposes of this paragraph. Any attempted assignment or delegation in derogation of this subparagraph shall be void. 4. Whether CONTRACTOR is a nonprofit, for - profit, or a governmental organization, CONTRACTOR shall provide written notification of CONTRACTOR's intent to assign the obligations hereunder, either in whole or part, to ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the assignment. S. Whether CONTRACTOR is a nonprofit, for - profit, or a governmental organization, CONTRACTOR shall provide written notification within thirty (30) calendar days to ADMINISTRATOR when there is change of less than fifty percent (50 %) of Board of Directors of C. CONTRACTOR's obligations undertaken pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts are approved in advance, in writing by ADMINISTRATOR, meet the requirements of this Agreement as they relate to the service or activity under subcontract, and include any provisions that ADMINISTRATOR may require. 1. After approval of a subcontract, ADMINISTRATOR may revoke the approval of a subcontract upon five (5) calendar days' written notice to CONTRACTOR if the subcontract subsequently fails to meet the requirements of this Agreement or any provisions that ADMINISTRATOR has required. 2. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement. 3. ADMINISTRATOR may disallow, from payments otherwise due CONTRACTOR, amounts claimed for subcontracts not approved in accordance with this paragraph. 4. This provision shall not be applicable to service agreements usually and customarily entered into by CONTRACTOR to obtain or arrange for supplies, technical support, and professional services provided by consultants. VI. EMPLOYEE ELIGIBILITY VERIFICATION CONTRACTOR warrants that it shall fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees, subcontractors, and consultants performing work under this Agreement meet the citizenship or alien status requirements set 10 of 25 XXON'rRACTs -2015- 1-1015- 2016 \PHirrr CrrIFSMINI AANf2AFY 15- 16CA,DOC SANISPHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees, subcontractors, and consultants performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 USC §1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, subcontractors, and consultants for the period prescribed by the law. VII. EXPENDITURE REPORT A. No later than sixty (60) calendar days following termination of each period or fiscal year of this Agreement, CONTRACTOR shall submit to ADMINISTRATOR, for informational purposes only, an Expenditure Report for the preceding fiscal year, or portion thereof. Such report shall be prepared in accordance with the procedure that is provided by ADMINISTRATOR and GAAP, B, CONTRACTOR may be required to submit periodic Expenditure Reports throughout the term of this Agreement. VIII. FACILITIES, PAYMENTS AND SERVICES CONTRACTOR agrees to provide the services, staffing, facilities, and supplies in accordance with this Agreement. COUNTY shall compensate, and authorize, when applicable, said services, COUNTY shall compensate, and authorize, when applicable, said services. CONTRACTOR shall operate continuously throughout the term of this Agreement with at least the minimum number and type of staff which meet applicable federal and state requirements, and which are necessary for the provision of the I services hereunder. IX. INDEMNIFICATION AND INSURANCE A. CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special districts and agencies for which COUNTY's Board of Supervisors acts as the governing Board (COUNTY INDEMNITEES) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this Agreement. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. B. Prior to the provision of services under this Agreement, CONTRACTOR agrees to purchase all required insurance at CONTRACTOR's expense and to submit to COUNTY the COI, including all endorsements required herein, necessary to satisfy COUNTY that the insurance provisions of this It of 25 XTONTBACTS -2015 AI- 15.2016'- PHTITOTtes Mma&w T$iSAN ANA 11 1546CA twc SANISPRIKKIfi 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Agreement have been complied with and to maintain such insurance coverage with COUNTY during the entire term of this Agreement. In addition, all subcontractors performing work on behalf of CONTRACTOR pursuant to this Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for CONTRACTOR. C. All SIRS and deductibles shall be clearly stated on the COI. If no Slits or deductibles apply, indicate this on the COI with a 0 by the appropriate line of coverage. Any SIR or deductible in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the CEO /Office of Risk Management. D. If CONTRATOR fails to maintain insurance acceptable to COUNTY for the full term of this Agreement, COUNTY may terminate this Agreement. E. QUALIFIED INSURER 1. The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty/United States or ambest.com) 2. If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A- /VIII, the CEO /Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. F. The policy or policies of insurance maintained by CONTRACTOR shall provide the minimum limits and coverage as set forth below: Coverage Commercial General Liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence Statutory $1,000,000 per occurrence G, REQUIRED COVERAGE FORMS 1. The Commercial General Liability coverage shall be written on ISO form CG 00 01, or a substitute form providing liability coverage at least as broad, 2. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. 12 of 25 X�CONTRACTS - 2015 -12015- 201 6TH'TIT Crrt" MINI ";kMC�. ASIA FY 15 -16 CA.Doc SAKI SPHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 30 31 32 33 34 35 36 37 H. REQUIRED ENDORSEMENTS — The Commercial General Liability policy shall contain the following endorsements, which shall accompany the COI: 1. An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a format least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. 2. A primary non- contributing endorsement evidencing that the CONTRACTOR's insurance is primary and any insurance or self - insurance maintained by the County of Orange shall be excess and non- contributing. I. All insurance policies required by this Agreement shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. J. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees. K. All insurance policies required by this Agreement shall give COUNTY thirty (30) calendar days' notice in the event of cancellation and ten (10) calendar days' notice for non - payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the COI. L. If CONTRACTOR's Professional Liability policy is a "claims made" policy, CONTRACTOR shall agree to maintain professional liability coverage for two years following completion of Agreement. M. The Commercial General Liability policy shall contain a severability of interests' clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy). N. COUNTY expressly retains the right to require CONTRACTOR to increase or decrease insurance of any of the above insurance types throughout the term of this Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect COUNTY. O. COUNTY shall notify CONTRACTOR in writing of changes in the insurance requirements. If CONTRACTOR does not deposit copies of acceptable COI's and endorsements with COUNTY incorporating such changes within thirty (30) calendar days of receipt of such notice, this Agreement may be in breach without further notice to CONTRACTOR, and COUNTY shall be entitled to all legal remedies. P. The procuring of such required policy or policies of insurance shall not be construed to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer. Q. SUBMISSION OF INSURANCE DOCUMENTS 1, The COI and endorsements shall be provided to COUNTY as follows: a. Prior to the start date of this Agreement. b. No later than the expiration date for each policy. 13 of 25 X:',CONTRACTS- 2015•'3Ot$2016,PFI',Ffr Crttr,s McNt, yiY, ANTiI gAFY15- 16CA.MC SAN I SPHKKI6 I c. Within thirty (30) calendar days upon receipt of written notice by COUNTY regarding 2 changes to any of the insurance types as set forth in Subparagraph F. of this Agreement. 3 2. The COI and endorsements shall be provided to the COUNTY at the address as referenced 4 in the Referenced Contract Provisions of this Agreement. 5 3. If CONTRACTOR fails to submit the COI and endorsements that meet the insurance 6 provisions stipulated in this Agreement by the above specified due dates, ADMINISTRATOR shall have 7 sole discretion to impose one or both of the following: 8 a. ADMINISTRATOR may withhold or delay any or all payments due CONTRACTOR 9 pursuant to any and all Agreements between COUNTY and CONTRACTOR until such time that the 10 required COI and endorsements that meet the insurance provisions stipulated in this Agreement are I I submitted to ADMINISTRATOR. 12 b. At ADMINISTRATOR's discretion, CONTRACTOR maybe assessed a penalty of one 13 hundred dollars ($100) for each late COI or endorsement for each business day, pursuant to any and all 14 Agreements between COUNTY and CONTRACTOR, until such time that the required COI and 15 endorsements that meet the insurance provisions stipulated in this Agreement are submitted to 16 ADMINISTRATOR. 17 c. If CONTRACTOR is assessed a late penalty, the amount shall be deducted from 18 CONTRACTOR's monthly invoice. 19 4. In no cases shall assurances by CONTRACTOR, its employees, agents, including any 20 insurance agent, be construed as adequate evidence of insurance. COUNTY will only accept valid 21 COI's and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. 22 23 X. INSPECTIONS AND AUDITS 24 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 25 of the State of California, the Secretary of the United States Department of Health and Human Services, 26 the Comptroller General of the United States, or any other of their authorized representatives, shall have 27 access to any books, documents, and records, including but not limited to, financial statements, general 28 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 29 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 30 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 31 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 32 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 33 premises in which they are provided. 34 B. CONTRACTOR shall actively participate and cooperate with any person specified in 35 Subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this 36 Agreement, and shall provide the above - mentioned persons adequate office space to conduct such 37 evaluation or monitoring. 14 of 25 X'. CONTRACTS - 2015- 0015-2016'TH'FITCm®sMINI UNT�9ApY15.16CA.»br SANISPHKKtb I C. AUDIT RESPONSE 2 1. Following an audit report, in the event of non -- compliance with applicable laws and 3 regulations governing funds provided through this Agreement, COUNTY may terminate this Agreement 4 as provided for in the Termination Paragraph or direct CONTRACTOR to immediately implement 5 appropriate corrective action. A plan of corrective action shall be submitted to ADMINISTRATOR in 6 writing within thirty (30) calendar days alter receiving notice from ADMINISTRATOR. 7 1 If the audit reveals that money is payable from one party to the other, that is, reimbursement 8 by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said 9 funds shall be due and payable from one party to the other within sixty (60) calendar days of receipt of 1 o the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement I I is not received within said sixty (60) calendar days, COUNTY may, in addition to any other remedies 12 provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the 13 reimbursement due COUNTY. 14 D. CONTRACTOR shall forward to ADMINISTRATOR a copy of any audit report within 15 fourteen (14) calendar days of receipt. Such audit shall include, but not be limited to, management, 16 financial, programmatic or any other type of audit of CONTRACTOR's operations, whether or not the 17 cost of such operation or audit is reimbursed in whole or in part through this Agreement. 18 19 XI. LICENSES AND LAWS 20 A. CONTRACTOR, its officers, agents, employees, affiliates, and subcontractors shall, throughout 21 the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates, 22 accreditations, waivers, and exemptions necessary for the provision of the services hereunder and 23 required by the laws, regulations and requirements of the United States, the State of California, 24 COUNTY, and all other applicable governmental agencies. CONTRACTOR shall notify 25 ADMINISTRATOR immediately and in writing of its inability to obtain or maintain, irrespective of the 26 pendency of any hearings or appeals, permits, licenses, approvals, certificates, accreditations, waivers 27 and exemptions. Said inability shall be cause for termination of this Agreement. 28 B. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS 29 1. CONTRACTOR agrees to furnish to ADMINISTRATOR within thirty (30) calendar days 30 of the award of this Agreement: 31 a. In the case of an individual contractor, hisiher name, date of birth, social security 32 number, and residence address; 33 b. In the case of a contractor doing business in a form other than as an individual, the 34 name, date of birth, social security number, and residence address of each individual who owns an 35 interest of ten percent (10 %) or more in the contracting entity; 36 c. A certification that CONTRACTOR has fully complied with all applicable federal and 37 state reporting requirements regarding its employees; 15 of 25 XACONTRACTS .2015 -1015.2016TITTrr CITIES MINI C{enu-S0.NTi f FY 15 -16 CX00C SAN I SFHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 d. A certification that CONTRACTOR has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, and will continue to so comply. 2. Failure of CONTRACTOR to timely submit the data and/or certifications required by Subparagraphs l.a., Lb., Le., or l.d, above, or to comply with all federal and state employee reporting requirements for child support enforcement, or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, shall constitute a material breach of this Agreement; and failure to cure such breach within sixty (60) calendar days of notice from COUNTY shall constitute grounds for termination of this Agreement. 3. It is expressly understood that this data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders, or as permitted by federal and/or state statute. C. CONTRACTOR shall comply with all applicable governmental laws, regulations, and requirements as they exist now or may be bereafter amended or changed. These laws, regulations, and requirements shall include, but not be limited to, the following: 1. ARRAof2009, 2. 42 CFR, Public Health. XII. LITERATURE ADVERTISEMENTS AND SOCIAL MEDIA A. Any written information or literature, including educational or promotional materials, distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related to this Agreement must be approved at least thirty (30) days in advance and in writing by ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, and electronic media such as the Internet. B. Any advertisement through radio, television broadcast, or the Internet, for educational or promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR. C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly available social media sites) in support of the services described within this Agreement, CONTRACTOR shall develop social media policies and procedures and have them available to ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all forms of social media used to either directly or indirectly support the services described within this Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as they pertain to any social media developed in support of the services described within this Agreement. CONTRACTOR shall also include any required funding statement information on social media when required by ADMINISTRATOR. I // 16 of 25 X:�CON9'RACTS- 2015- \2015.2016'�PnTrr CCPICs MiNLCotAv SAN NA FY 15.16 CA.Poc SAN15PHKK16 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 26 27 2s 29 30 31 32 33 34 35 36 37 D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement by COUNTY", unless ADMINISTRATOR consents thereto in writing. XIII. MAXIMUM OBLIGATION The Maximum Obligation of COUNTY for services provided in accordance with this Agreement is as specified in the Referenced Contract Provisions of this Agreement. XIV. NONDISCRIMINATION A. EMPLOYMENT 1. During the term of this Agreement, CONTRACTOR and its Covered Individuals shall not unlawfully discriminate against any employee or applicant for employment because of his/her race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Additionally, during the term of this Agreement, CONTRACTOR and its Covered Individuals shall require in its subcontracts that subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of his/her race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. 2. CONTRACTOR and its Covered Individuals shall not discriminate against employees or applicants for employment in the areas of employment, promotion, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training, including apprenticeship. 3. CONTRACTOR shall not discriminate between employees with spouses and employees with domestic partners, or discriminate between domestic partners and spouses of those employees, in the provision of benefits. 4. CONTRACTOR shall post in conspicuous places, available to employees and applicants for employment, notices from ADMINISTRATOR and/or the United States Equal Employment Opportunity Commission setting forth the provisions of the Equal Opportunity clause. 5. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR and/or subcontractor shall state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Such requirements shall be deemed fulfilled by use of the term EOE. 6. Each labor union or representative of workers with which CONTRACTOR and/or subcontractor has a collective bargaining agreement or other contract or understanding must post a 17 of 25 X.XONTRACTS- 201 5 -1201 5.2010THTMCMES MwlMN19A.FY 15- 16CA.00c SAN15PHKK16 2 3 4 5 6 7 8 9 10 it 12 13 14 l5 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 notice advising the labor union or workers' representative of the commitments under this Nondiscrimination Paragraph and shall post copies of the notice in conspicuous places available to employees and applicants for employment. B. SERVICES, BENEFITS AND FACILITIES — CONTRACTOR and/or subcontractor shall not discriminate in the provision of services, the allocation of benefits, or in the accommodation in facilities on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in accordance with Title TX of the Education Amendments of 1972 as they relate to 20 USC §1681 - §1688; Title VI of the Civil Rights Act of 1964 (42 USC §2000d); the Age Discrimination Act of 1975 (42 USC §6101); Title 9, Division 4, Chapter 6, Article 1 (§10800, et seq.) of the California Code of Regulations; and Title I1 of the Genetic Information Nondiscrimination Act of 2008, 42 USC 2000£e, et seq. as applicable, and all other pertinent rules and regulations promulgated pursuant thereto, and as otherwise provided by state law and regulations, as all may now exist or be hereafter amended or changed. For the purpose of this Nondiscrimination paragraph, Discrimination includes, but is not limited to the following based on one or more of the factors identified above: 1. Denying a client or potential client any service, benefit, or accommodation, 2. Providing any service or benefit to a client which is different or is provided in a different mariner or at a different time from that provided to other clients. 3, Restricting a client in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit. 4. Treating a client differently from others in satisfying any admission requirement or condition, or eligibility requirement or condition, which individuals must meet in order to be provided any service or benefit. 5, Assignment of times or places for the provision of services. C, COMPLAINT PROCESS — CONTRACTOR shall establish procedures for advising all clients through a written statement that CONTRACTOR's and/or subcontractor's clients may file all complaints alleging discrimination in the delivery of services with CONTRACTOR, subcontractor, and ADMINISTRATOR or the U.S. Department of Health and Human Services' OCR. 1. Whenever possible, problems shall be resolved informally and at the point of service. CONTRACTOR shall establish an internal informal problem resolution process for clients not able to resolve such problems at the point of service. Clients may initiate a grievance or complaint directly with CONTRACTOR either orally or in writing. 2. Within the time limits procedurally imposed, the complainant shall be notified in writing as to the findings regarding the alleged complaint and, if not satisfied with the decision, may file an appeal. D. PERSONS WITH DISABILITIES — CONTRACTOR and/or subcontractor agree to comply with the provisions of §504 of the Rehabilitation Act of 1973, as amended, (29 USC 794 et seq., as 18 of 25 KTONTRACTS -2015- 51015- 20I6TIATr Cnss MiN12yp�7�S�SAN26AFY 1546CA.uoc SAN15PHKK16 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 implemented in 45 CFR 84.1 et seq.), and the Americans with Disabilities Act of 1990 as amended (42 USC 12101 et seq.; as implemented in 29 CFR 1630), as applicable, pertaining to the prohibition of discrimination against qualified persons with disabilities in all programs or activities; and if applicable, as implemented in Title 45, CFR, §84.1 et seq., as they exist now or may be hereafter amended together with succeeding legislation. E. RETALIATION — Neither CONTRACTOR nor subcontractor, nor its employees or agents shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by federal or state laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by federal or state law. F. In the event of non - compliance with this paragraph or as otherwise provided by federal and state law, this Agreement may be canceled, terminated or suspended in whole or in part and CONTRACTOR or subcontractor may be declared ineligible for further contracts involving federal, state or county funds. XV. NOTICES A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements authorized or required by this Agreement shall be effective; 1. When written and deposited in the United States mail, first class postage prepaid and addressed as specified in the Referenced Contract Provisions of this Agreement or as otherwise directed by ADMINISTRATOR; 2. When faxed, transmission confirmed; 3. When sent by Email; or 4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or any other expedited delivery service. B. Termination Notices shall be addressed as specified in the Referenced Contract Provisions of this Agreement or as otherwise directed by ADMINISTRATOR and shall be effective when faxed, transmission confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or any other expedited delivery service. C. CONTRACTOR shall notify ADMINISTRATOR, in writing, within twenty -four (24) hours of becoming aware of any occurrence of a serious nature, which may expose COUNTY to liability. Such occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or damage to any COUNTY property in possession of CONTRACTOR. D. For purposes of this Agreement, any notice to be provided by COUNTY may be given by ADMINISTRATOR. N (/ // 19 of 25 XACOWRACrS - 2015.2015- 2016'.PMFnTmes Mttal26XN2 fA FY 15 -16 CA.Dw SANI5PnKK16 I XVI. NOTIFICATION OF PUBLIC EVENTS AND MEETINGS 2 A. CONTRACTOR shall notify ADMINISTRATOR of any public event or meeting funded in 3 whole or in part by the COUNTY, except for those events or meetings that are intended solely to serve 4 clients or occur in the normal course of business. 5 B. CONTRACTOR shall notify ADMINISTRATOR at least thirty (30) business days in advance 6 of any applicable public event or meeting. The notification must include the date, time, duration, 7 location and purpose of the public event or meeting. Any promotional materials or event related flyers 8 must be approved by ADMINISTRATOR prior to distribution. 9 to XVIL RECORDS MANAGEMENT AND MAINTENANCE 1l A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term 12 of this Agreement, prepare, maintain and manage records appropriate to the services provided and in 13 accordance with this Agreement and all applicable requirements. 14 B. CONTRACTOR shall ensure appropriate financial records related to cost reporting, 15 expenditure, revenue, billings, etc., are prepared and maintained accurately and appropriately. 16 C, CONTRACTOR shall ensure all appropriate state and federal standards of documentation, 17 preparation, and confidentiality of records related to participant, client and/or patient records are met at IS all times. 19 D. CONTRACTOR shall retain all financial records for a minimum of seven (7) years from the 20 commencement of the contract, unless a longer period is required due to legal proceedings such as 21 litigations and/or settlement of claims, 22 E. CONTRACTOR shall make records pertaining to the costs of services, participant fees, charges, 23 billings, and revenues available at one (1) location within the limits of the County of Orange. 24, F. If CONTRACTOR is unable to meet the record location criteria above, ADMINISTRATOR 25 may provide written approval to CONTRACTOR to maintain records in a single location, identified by 26 CONTRACTOR. 27 G. CONTRACTOR may be required to retain all records involving litigation proceedings and 28 settlement of claims for a longer term as directed by ADMINISTRATOR. 29 H. CONTRACTOR shall notify ADMINISTRATOR of any PRA requests related to, or arising out 30 of, this Agreement, within forty -eight (48) hours. CONTRACTOR shall provide ADMINISTRATOR 31 all information that is requested by the PRA request. 32 33 XVIII. RESEARCH AND PUBLICATION 34 CONTRACTOR shall not utilize information and/or data received from COUNTY, or arising out of, 35 or developed, as a result of this Agreement for the purpose of personal or professional research, or for 36 1 publication. 37 H 20 of 25 Am XX ONTRACTS .2015A1015.2016THTrrCnEs MINI GsAMtswS —1122A FY 15 -16 CA.DX SANI5PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 XIX. RIGHT TO WORK AND MINIMUM WAGE LAWS A. In accordance with the United States Immigration Reform and Control Act of 1986, CONTRACTOR shall require its employees directly or indirectly providing services pursuant to this Agreement, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. CONTRACTOR shall also require and verify that its contractors, subcontractors, or any other persons providing services pursuant to this Agreement, in any manner whatsoever, verify the identity of their employees and their eligibility for employment in the United States, B. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, §1178.5, CONTRACTOR shall pay no less than the greater of the federal or California Minimum Wage to all its employees that directly or indirectly provide services pursuant to this Agreement, in any manner whatsoever. CONTRACTOR shall require and verify that all its contractors or other persons providing services pursuant to this Agreement on behalf of CONTRACTOR also pay their employees no less than the greater of the federal or California Minimum Wage. C. CONTRACTOR shall comply and verify that its contractors comply with all other federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to providing services pursuant to this Agreement. D. Notwithstanding the minimum wage requirements provided for in this clause, CONTRACTOR, cohere applicable, shall comply with the prevailing wage and related requirements, as provided for in accordance with the provisions of Article 2 of Chapter 1, Part 7, Division 2 of the Labor Code of the State of California ( §§ 1770, et seq.), as it now exists or may hereafter be amended, XX. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XXI. STATUS OF CONTRACTOR CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR or any of CONTRACTOR's employees, agents, consultants, or subcontractors. CONTRACTOR assumes exclusively the responsibility for the acts of its employees, agents, consultants, or 21 of 25 XXONTPACTS -2015 A1015.2016'THFITCores Mini X22IA FY I5 -16 CA.uoc SAN15PHKK16 1 2 3 4 5 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 subcontractors as they relate to the services to be provided during the course and scope of their employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be entitled to any rights or privileges of COUNTY's employees and shall not be considered in any manner to be COUNTY's employees. XXII. TERM A. The term of this Agreement shall commence as specified in the Referenced Contract Provisions of this Agreement or the execution date, whichever is later. This Agreement shall terminate as specified in the Referenced Contract Provisions of this Agreement unless otherwise sooner terminated as provided in this Agreement; provided, however, CONTRACTOR shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting and accounting. B. Any administrative duty or obligation to be performed pursuant to this Agreement on a weekend or holiday may be performed on the next regular business day. XXIII. TERMINATION A. Either party may terminate this Agreement, without cause, upon thirty (30) calendar days' written notice given the other party. B. Unless otherwise specified in this Agreement, COUNTY may terminate this Agreement upon five (5) calendar days written notice if CONTRACTOR fails to perfonn any of the terns of this Agreement. At ADMINISTRATOR's sole discretion, CONTRACTOR may be allowed up to thirty (30) calendar days for corrective action. C. COUNTY may terminate this Agreement immediately, upon written notice, on the occurrence of any of the following events: 1. The loss by CONTRACTOR of legal capacity. 2. Cessation of services. 3. The delegation or assignment of CONTRACTOR's services, operation or administration to another entity without the prior written consent of COUNTY. 4. The neglect by any physician or licensed person employed by CONTRACTOR of any duty required pursuant to this Agreement. 5. The loss of accreditation or any license required by the Licenses and Laws Paragraph of this Agreement. 6. The continued incapacity of any physician or licensed person to perform duties required pursuant to this Agreement. H Ifl I 22 of 25 &CONTRACTS -2015 A1015.2016T"rr Cities MOa tst;AN24AFY I5•16C&Dw 5ANI5PHKKI6 2 3 4 S 6 7 8 9 IO II 12 13 14 IS I6 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 7. Unethical conduct or malpractice by any physician or licensed person providing services pursuant to this Agreement; provided, however, COUNTY may waive this option if CONTRACTOR removes such physician or licensed person from serving persons treated or assisted pursuant to this Agreement. Ir71 C93I101 1. Any obligation of COUNTY under this Agreement is contingent upon the following: a. The continued availability of federal, state and county finds for reimbursement of COUNTY's expenditures, and b. Inclusion of sufficient funding for the services hereunder in the applicable budget(s) approved by the Board of Supervisors. 2. In the event such finding is subsequently reduced or terminated, COUNTY may suspend, terminate or renegotiate this Agreement upon thirty (30) calendar days' written notice given CONTRACTOR. If COUNTY elects to renegotiate this Agreement due to reduced or terminated funding, CONTRACTOR shall not be obligated to accept the renegotiated terms. E. In the event this Agreement is suspended or terminated prior to the completion of the term as specified in the Referenced Contract Provisions of this Agreement, ADMINISTRATOR may, at its sole discretion, reduce the Maximum Obligation of this Agreement in an amount consistent with the reduced term of the Agreement. F. In the event this Agreement is terminated by either party pursuant to Subparagraphs B., C. or D. above, CONTRACTOR shall do the following: 1. Comply with termination instructions provided by ADMINISTRATOR in a manner which is consistent with recognized standards of quality care and prudent business practice, 2. Obtain immediate clarification from ADMINISTRATOR of any unsettled issues of contract performance during the remaining contract term. 3. Until the date of termination, continue to provide the same level of service required by this Agreement. 4. If clients are to be transferred to another facility for services, furnish ADMINISTRATOR, upon request, all client information and records deemed necessary by ADMINISTRATOR to effect an orderly transfer. 5. Assist ADMINISTRATOR in effecting the transfer of clients in a manner consistent with client's best interests. 6. If records are to be transferred to COUNTY, pack and label such records in accordance with directions provided by ADMINISTRATOR. 7. Return to COUNTY, in the manner indicated by ADMINISTRATOR, any equipment and supplies purchased with funds provided by COUNTY. 8. To the extent services are terminated, cancel outstanding commitments covering the procurement of materials, supplies, equipment, and miscellaneous items, as well as outstanding 23 of 25 X- 'CONTRACTS -2015, 2015- 2016TIf FMCMES M1ralGttarfXN2,�AF'Y 15- 16CA.noc SAN15PNKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 commitments which relate to personal services. With respect to these canceled commitments, CONTRACTOR shall submit a written plan for settlement of all outstanding liabilities and all claims arising out of such cancellation of commitment which shall be subject to written approval of ADMINISTRATOR. G. The rights and remedies of COUNTY provided in this Termination Paragraph shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. XXIV. THIRD PARTY BENEFICIARY Neither party hereto intends that this Agreement shall create rights hereunder in third parties including, but not limited to, any subcontractors or any clients provided services pursuant to this Agreement. XXV. WAIVER OF DEFAULT OR BREACH Waiver by COUNTY of any default by CONTRACTOR shall not be considered a waiver of any subsequent default. Waiver by COUNTY of any breach by CONTRACTOR of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver by COUNTY of any default or any breach by CONTRACTOR shall not be considered a modification of the terms of this Agreement. H /J /i // // j JJ IU I1 JJ /1 /J 24 of 25 XXONTRACTS- 2015.120 1 5- 2 0 10W rClrtes MIN,20K -26A FY 15 -16 CA.Doc SANI5PHKKI6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange, State California. CITY OF SANTA ANA M 11161.64 t "yF TITLE: ICOUNTY OF ORANGE DATED: BY: DATED: HEALTH CARE AGENCY APPROVED AS TO FORM OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA M. t'—� DATED: / Z/t DEPUTY If the contracting patty is a corporation, two (2) signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. If the contract is signed by one (1) authorized individual only, a copy of the corporate resolution or by -laws whereby the Board of Directors has empowered sold authorized individual to act on its behalf by his or her signature alone is required by ADMINISTRATOR. 25 of 25 X.I CONTRACTS- 2015-i015.20161PH\FtTCrt1Es Mon:tMKNTe nNA FY t5.16CA bac SANI5PHKKI6 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1$ 19 20 21 22 23 24 25 r. r r, U 31 32 33 34 35 36 37 EXHIBIT A AGREEMENT FOR PROVISION OF FIFTEEN IN TWENTY - TWENTY (FIT) CITIES MINI GRANT SERVICES BETWEEN COUNTY OF ORANGE AND CITY OF SANTA ANA FEBRUARY 1, 2016 THROUGH TUNE 30, 2016 I. DEFINITIONS The parties agree to the following terms and definitions, and to those terms and definitions which, for convenience, are set forth elsewhere in this Agreement: A. Community Partners means a community based organization or resident group. B. FIT Cities Initiative means Fifteen in Twenty- twenty which is an effort to address obesity through making changes that will facilitate healthy eating or physical activity. C. Mini Grant means funding given to a local planning department that will help that jurisdiction to make changes that will result in greater opportunities for healthy eating or physical activity, D. Mini Grantees means the local planning department that received the funding. E. Orange County Jurisdictions means Cities or the County. F. Resident Groups means a group of individuals from a neighborhood who are working together to create community change. II. PAYMENTS A. COUNTY shall pay CONTRACTOR a negotiated rate of $30,000, based on the payment schedule set forth below. Services, shall include but not be limited to, covering travel, parking, gas, supplies, and any potential equipment use, provided, however, the total of such payments shall not exceed the COUNTY s maximum obligation, as set forth in the Referenced Contract Provisions of the Agreement. CONTRACTOR shall submit invoices for said services and be reimbursed based on the satisfactory completion, as determined by the ADMINISTRATOR, of all six (6) of the performance objectives outlined in the Agreement, CONTRACTOR will be required to submit Program Reports that include but are not limited to the hours of services provided each week and such supporting documentation as ADMINISTRATOR may require, COUNTY shall pay CONTRACTOR according to the Payment Schedule listed below. Payment schedule may be modified, at any time, by the ADMINISTRATOR and payments are contingent upon successful completion of Performance Outcomes. I // e, �I �of 5 XA CONTRACTS• 2015 A-1015 Mw201AA &ArY 15- 16CA.uoc EXHIBIT A sA.w 15PHKK16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 B. CONTRACTOR's billings shall be on a form approved or provided by ADMINISTRATOR and shall include information required by ADMINISTRATOR. Billings are due by the twentieth (20th) calendar day of each payment date. Billings received after the due date may not be paid within the same mouth. COUNTY should release payments to CONTRACTOR no later than twenty -one (21) business days after receipt of the correctly completed billing form. C. All billings to COUNTY shall be supported at CONTRACTOR's facility, by source documentation including, but are not limited to, ledgers, books, vouchers, journals, time sheets, payrolls, appointment schedules, Client data cards, schedules for allocating costs, invoices, bank statements, canceled checks, receipts, receiving records, and records of services provided. ADMINISTRATOR may require CONTRACTOR to submit documentation in support of the monthly billing. D. ADMINISTRATOR may withhold or delay any payment or partial payment if CONTRACTOR fails to comply with any provision of this Agreement, including, but are not limited to, CONTRACTOR's obligations with respect to data collection, reporting requirements, correcting deficiencies, or delays in progressing satisfactorily in achieving all the terms of the Agreement. E. COUNTY shall not reimburse CONTRACTOR for services provided beyond the expiration and /or termination of the Agreement, except as may otherwise be provided under the Agreement, or specifically agreed upon in a subsequent Agreement. F. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Payments Paragraph of this Exhibit A to the Agreement. III, RECORDS A. ACTIVITY RECORDS — CONTRACTOR shall maintain adequate records of its services provided in sufficient detail to permit an evaluation of services. Records shall include sign in sheets for events, flyers or other promotional materials, as well as an activity log for technical assistance. B. FINANCIAL RECORDS — CONTRACTOR shall prepare and maintain accurate and complete financial records of its costs and operating expenses. Such records shall reflect the actual costs of the type of service for which payment is claimed. Any apportionment of or distribution of costs, including indirect costs, to or between programs or cost centers of CONTRACTOR shall be documented, and shall be made in accordance with generally accepted principles of accounting. H 2 of 5 XXONTRACT6 .2015.12015.2016\PHTrrCrrlss MINt20"9A FY 15 -16 CA.aoc F.XHIOff A SAN15PHKK16 2 3 4 5 6 7 8 9 10 I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 IV. REPORTS A. CONTRACTOR shall submit, on forms provided or approved by ADMINISTRATOR, financial and/or programmatic reports as requested by ADMINISTRATOR concerning CONTRACTOR's activities as they relate to the Agreement. ADMINISTRATOR will be specific as to the nature of the information requested and allow thirty (30) calendar days for CONTRACTOR to respond. B. FISCAL —Monthly reports, submitted with CONTRACTOR's billings, which shall include, at a minimum, the number of activities and contacts achieved and number of staff hours worked, but not be limited to the following unless otherwise agreed to in writing by ADMINISTRATOR. 1. CONTRACTOR shall electronically submit a monthly expenditure report to ADMINISTRATOR and designated COUNTY staff, in support of the monthly invoice. These reports shall be on a form provided or approved by ADMINISTRATOR, and shall include the units of service provided and actual costs for each of CONTRACTOR's program(s) or cost center(s) described in the Service paragraph of this Exhibit A to the Agreement. Reports are due to ADMINISTRATOR no later than the twentieth (20th) calendar day of the month following the month in which services were performed under the Agreement, unless otherwise agreed to in writing by ADMINISTRATOR. C. PROGRAMMATIC — Periodic programmatic reports on forms provided or approved by ADMINISTRATOR, which shall include, a description of CONTRACTOR's progress in implementing the provisions of this Agreement; any pertinent facts or interim findings; staff changes; and status of licenses and/or certifications. CONTRACTOR shall report on whether or not it is progressing satisfactorily in achieving all the terms of the Agreement, and if not, shall specify what steps will be taken to achieve satisfactory progress. These periodic programmatic reports shall be submitted according to the timeline specified by ADMINISTRATOR. D. ADDITIONAL REPORTS — CONTRACTOR shall make additional reports, as required by ADMINISTRATOR, concerning CONTRACTOR's activities as they affect the services hereunder. ADMINISTRATOR will be specific as to the nature of information requested and allow thirty (30) calendar days for CONTRACTOR to respond. E. All records and reports submitted to ADMINISTRATOR shall become the property of F. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Reports Paragraph of this Exhibit A to the Agreement. V. SERVICES A. TARGET POPULATION - CONTRACTOR shall provide FIT Cities Mini Grant services to Orange County residents. B. SERVICES TO BE PROVIDED - CONTRACTOR shall provide the following services that include but are not limited to: I 3 of 5 KTONTRACTS- 2015 A1015.2016THTn'Crnes MINI 20*b" 0A FY 15.16 CA.Doc EXHIBIT A sAN15PHKKl6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1. CONTRACTOR shall form a team of three to five City staff from different departments. CONTRACTOR shall send a team three to five community residents to the Resident Leadership Academy. (Registration fees for residents will be covered by HCA and are not part of the award.) 2. CONTRACTOR shall participate in a training session/discussion focused on local health related data. 3. CONTRACTOR shall identify a community project that will promote health. The project must be related to a built environment change and include the development of a plan. 4. CONTRACTOR shall hold a community event that generates public input about said project or plan. 5. CONTRACTOR shall submit a resolution or letter of commitment committing to the implementation of the plan post funding. C. PERFORMANCE OBJECTIVES - CONTRACTOR shall ensure that the following performance objectives are met on or before the stated deadline dates: 1. PERFORNLALNCE OBJECTIVES CONTRACTOR shall form a multidisciplinary team of three to five staff DEADLINE February 28, 2016 from different departments within the City to participate in this project and serve as an ongoing workgroup. 2. CONTRACTOR shall recruit and retain 3 -5 community residents to work June 30, 2016 with City staff as part of the workgroup. The community residents will attend the Resident Leadership Academy which is a 3 session training program that develops knowledge and new skills among residents in every day communities while engaging them in the very processes that affect community change. Sessions will be held in person. All costs to attend the academy will be paid by the Health Care Agency, separately from this Agreement. 3. CONTRACTOR shall ensure that the workgroup participates in a training March 30, 2016 session/discussion hosted by HCA with a focus on local health related data and then identify a built environment project that will promote health. 4. CONTRACTOR shall ensure that the workgroup hosts a community event May 31, 2016 to get resident input to the proposed project. Events might include town hall meetings, pop up events, or other types of community engagement activities. The purpose of the event is to vet the proposed changes with the community and get input to assure that the proposed project will be 4of5 XACONTRACTS -2015- \201 5- 20 1 61PH \FrrCmE.s MiNfNA 41NA FY 15 -16 CA Doc EXHIBIT A sAN15PHKK16 1 2 3 4 5 6 7 8 4 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1WWWA 1, k =41i TtV*3T -# 1F, CONTRACTOR shall ensure that the projects staffing includes the following: 1. A team of City staff from different departments (i.e. Planning, City Manager's office, Community Development, Traffic Engineering) and; 2. Community Residents E. FACILITY REQUIREMENTS CONTRACTOR shall ensure that the projects facility is located in a city within Orange County. F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources, with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of this Agreement. Further, CONTRACTOR agrees that the funds provided hereunder shall not be used to promote, directly or indirectly, any religion, religious creed or cult, denomination or sectarian institution, or religious belief. G. CONTRACTOR shall make its best efforts to provide services pursuant to this Agreement in a manner that is culturally and linguistically appropriate for the population(s) served. CONTRACTOR shall maintain documentation of such efforts which may include, but not be limited to: records of participation in COUNTY - sponsored or other applicable training; recruitment and hiring policies and procedures; copies of literature in multiple languages and formats, as appropriate; and descriptions of measures taken to enhance accessibility for, and sensitivity to, persons who are physically challenged. H. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Services Paragraph of this Exhibit A to the Agreement. X.' CONTRACTS -2 015- 0'..7015-2016THWITCYnEs MIN,2r iA FY 15 -16 CA.Dac EXHIBIT A 5AN15PHKK16 utilized. The FIT Cities team can assist with event planning and facilitation. 5. CONTRACTOR will hire a consultant to develop the local plan that will June 30, 2016 actualize the agreed upon built environment change. For example, if the team identifies pedestrian safety /injury prevention as an unmet need, the built environment improvements might be infrastructure related and the plan might be a safe route to school plan. Additional consultant services are available through the Health Care Agency through a separate Agreement. These services are available as requested. 6. CONTRACTOR shall ensure that the workgroup participates in a 3 -4 hour June 30, 2016 summit with the other three jurisdictions to share lessons learned through the project, to celebrate successes and to discuss future opportunities for plan implementation. 1WWWA 1, k =41i TtV*3T -# 1F, CONTRACTOR shall ensure that the projects staffing includes the following: 1. A team of City staff from different departments (i.e. Planning, City Manager's office, Community Development, Traffic Engineering) and; 2. Community Residents E. FACILITY REQUIREMENTS CONTRACTOR shall ensure that the projects facility is located in a city within Orange County. F. CONTRACTOR shall not conduct any proselytizing activities, regardless of funding sources, with respect to any person who has been referred to CONTRACTOR by COUNTY under the terms of this Agreement. Further, CONTRACTOR agrees that the funds provided hereunder shall not be used to promote, directly or indirectly, any religion, religious creed or cult, denomination or sectarian institution, or religious belief. G. CONTRACTOR shall make its best efforts to provide services pursuant to this Agreement in a manner that is culturally and linguistically appropriate for the population(s) served. CONTRACTOR shall maintain documentation of such efforts which may include, but not be limited to: records of participation in COUNTY - sponsored or other applicable training; recruitment and hiring policies and procedures; copies of literature in multiple languages and formats, as appropriate; and descriptions of measures taken to enhance accessibility for, and sensitivity to, persons who are physically challenged. H. ADMINISTRATOR and CONTRACTOR may mutually agree, in writing, to modify the Services Paragraph of this Exhibit A to the Agreement. X.' CONTRACTS -2 015- 0'..7015-2016THWITCYnEs MIN,2r iA FY 15 -16 CA.Dac EXHIBIT A 5AN15PHKK16 R • w • CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: CONTRACTS AWARD FOR FIREARMS, ACCESSORIES AND MISCELLANEOUS POLICE SUPPLIES (SPEC. NO. 16 -015 & 16 -016) {STRAT 6,IC P A NO. 1,5} CITY MANAGER CLERK OF COUNCIL USE ONLY: _--:• ❑ As Recommended ❑ As Amended ❑ Ordinance on IO'Reading ❑ Ordinance on 2n °Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and payment of purchase orders for firearms and accessories in an amount not to exceed $181,000; and an additional $20,000 contract award for flares and various police recruit supplies for a total amount not to exceed $201,000 with the vendors listed below, subject to non - substantive changes approved by the City Manager and City Attorney: Vendor Amount LC Action Police Supply $106,977 Adamson Police Products $ 59,373 Galls, LLC $ 14,467 Adamson Police Products $ 20,000 DISCUSSION The Santa Ana Police Department issues the Remington 870 Shotgun and the Defense Technology's 40mm Less Lethal Launcher to each patrol vehicle, assigned to Field Operations. The firearms are essential tools utilized by trained law enforcement officers, to enhance their effectiveness while protecting the community as well as themselves in high risk patrol encounters. The current department issued shotguns and less lethal launchers have been in service for over 20 years and have reached their end of service life. Due to the advances in technology, Remington has produced a new model Police Service Shotgun that provides a more ergonomic weapon platform, which is better suited for all officers who vary in size and stature. The current Less Lethal launcher is the Defense Technologies 40mm Less Lethal Launcher, which is a tool used to deliver "Less than Lethal Force" on combative suspects. Research and testing by the department's range master and training staff, have found that the Defense Technologies 40mm Less Lethal launcher model #1425 to be the operative replacement system. This purchase will 22A -1 Contracts Award for Firearms & Accessories March 15, 2016 Page 2 replace 85 shotguns and 75 less lethal launchers along with magazines, rifle optics, slings and carriers for the firearms, appropriately outfitting all 85 of the department's patrol vehicles. In addition, Adamson Police Products provides flares and various police recruit supplies for the Police Department. The purchase of the less lethal launchers, when added to the vendor's fiscal purchases, will exceed the $25,000 aggregate limit. In order to continue making these purchases throughout the balance of the fiscal year, staff recommends increasing the current blanket order contract in an additional amount of $20,000. The Notice Inviting Bids was advertised on February 3, 2016 and offers were solicited. A summary of the bids and offers received is as follows: 11 Vendors were notified 8 Vendors downloaded the bid 0 Bids received from a Santa Ana vendor 4 Bids received Bids were opened on February 11, 2016 and evaluated (Exhibit 1). The bids received from the recommended vendors are responsive to the specifications and meet the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #5 (provide high quality Police and Fire /Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds in the amount of $181,000 are available in FY 2015 -16 Criminal Activities — D.O.J. account no. 02614450 -63001 and in the Police Centralized Distribution Center account 01114450 -63001 in the amount of $20,000. Carlos Rojas Chief of Police Police Department EG APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez��av� Executive Director Finance and Management Services Agency 22A -2 CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE CONTRACT AWARD FOR REPAIR OF HEATING - VENTILATION -AIR CONDITIONING SYSTEMS AT VARIOUS CITY FACILITIES (SPEC 15 -114) STRATEGIC PLAN 6, 1C CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended 0 As Amended F1 Ordinance on 15` Reading ❑ Ordinance on 2nd Reading ® Implementing Resolution ® Set Public Hearing For CONTINUED TO IdINA11111khMA Award three -year contracts expiring on March 15, 2019 with an option to renew for one year for Heating - Ventilation -Air Conditioning (HVAC) repair services, including emergency call out services, to ACCO Engineering, FM Thomas, Johnson Controls Inc., and Trane in a not to exceed annual amount of $100,000 each for a not to exceed annual total amount of $400,000, for a three year grand total not to exceed $1,200,000, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance & Management Services Agency Building Maintenance Division is responsible for ensuring the City's HVAC systems at various City facilities are in good repair and working order using a combination of City staff and outside contractors. City facilities with HVAC systems include City Hall, Ross Annex -City Hall, Central Library, Police Administration Building, Corporate Yard, and various community centers. HVAC systems to be serviced include air handlers, chilled and hot water pumps, boilers, exhaust fans, cooling towers, air conditioning units, and large walk - in freezers and refrigerators. The ACCO contract for Police will be a Maintenance & Repair service agreement, while the other three contracts will be Time & Materials service agreements. The Notice soliciting proposals was advertised on October 16, 2015 on the City's online bid management and publication system. A summary of the solicitations and proposals received is as follows: 48 Vendors notified 3 Santa Ana vendors notified 14 Vendors downloaded the solicitation 4 Proposals received 0 Proposal received from Santa Ana vendor 22B -1 Contract Award for Repair of Various City Heating - Ventilation -Air Conditioning Systems March 15, 2016 Page 2 Proposals were received, opened on November 12, 2015 and evaluated (Exhibit 1). Proposals were scored based in part on the specifications, vendor experience, financial stability, resources and pricing structure. All four proposals received and evaluated meet the City's requirements. Staff requests Council award contracts to ACCO Engineering, FM Thomas, Johnson Controls Inc., and Trane in a not to exceed annual amount of $100,000 each for a not to exceed annual grand total amount of $400,000 to provide HVAC repair and emergency call out services. Each of the four contracts will have a term of three years, an option to renew for one year, and a 30 -day out clause. Said contracts are subject to CA Department of Industrial Relations prevailing wage regulations. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Goal #6 Community Facilities & Infrastructure - Objective 1 (Establish and maintain a Community Investment Plan for all City assets), Strategy C (Invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. FISCAL IMPACT Funds budgeted and available by fiscal year are tabulated as follows: Vendor Account FY 2015.16 FY 2016 -17 FY 2017 -18 FY 2018 -19 TOTAL ACCO (Police) 01114403 -62300 $4,688 $75,000 $75,000 $70,312 $225,000 ACCO (Non - Police) 07310100 -62300 $1,562 $25,000 $25,000 $23,438 $75,000 Total ACCO $6,250 $100,000 $100,000 $93,750 $300,000 FM Thomas (Non-Police) 07310100 -62300 $6,250 $100,000 $100,000 $93,750 $300,000 Johnson Controls, Inc. (Non - Police) 07310100 -62300 $6,250 $100,000 $100,000 $93,750 $300,000 Trane(Other than Police) 07310100 -62300 $3,125 $50,000 $50,000 $46,875. $150,000 Trane (Public Works) 06717650 -62300 $3,125 $50,000 $50,000 - $46,875 $150,000 Total Trane $6,250 $100,000 $100,000 $93,750 $300,000 GRAND TOTAL $25,000 $400,000 $400,000 $375,000 $1,200,000 22B -2 Contract Award for Repair of Various City Heating - Ventilation -Air Conditioning Systems March 15, 2016 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director A Finance and Management Services Agency JA /WN Exhibits: 1. Abstract of Ranking 2. Service Contracts 22B -3 22B -4 PROPOSALS ABSTRACT FACILITIES HVAC SERVICES (15 -114) Bidder Johnson Controls, Inc. Trane FM Thomas Location Cypress, Ca Rowland Heights, Ca Brea, Ca Delivery As stated on contract As stated on contract As stated on contract Final Ranking 1 2* 2* Bidder ACCO Engineered Location Costa Mesa, Ca Delivery As stated on contract Final Ranking 4 * final ranking scoring was a tie EXHIBIT 1 22B -5 r- •. AGREEMENT FOR HVAC SERVICES, MAINTENANCE, AND REPAIR CITY OF SANTA ANA (POLICE ADMINISTRATION AND OTHER CITY FACILITIES) THIS AGREEMENT is made and entered into this 15th day of March, 2016 by and between ACCO Engineered Systems ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "), RECITALS A. On October 16, 2015, the City issued Request for Proposal No. 15 -114, by which it sought proposals from qualified firms for HVAC services, maintenance, and repair at selected City facilities. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RPP No. 15 -114 as Exhibit A and that is also attached to this Agreement as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting finn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform those services as may be directed by City at City's sole discretion, as set forth in Exhibit A to this Agreement. Contractor's proposal is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services the rates and charges identified in Exhibit B. The total annual sLmi to be expended Linder this Agreement shall not exceed $100,000 during the terns of this Agreement. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 15, 2016 and terminate on March 14, 2019, unless terminated earlier in accordance with Section 15, below. The tern of this Agreement may be extended for one (1) one -year period upon a writing executed by the City Manager and the City Attorney. Exhibit 2 22B -7 4. PREVAILING WAGES Contractor 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. Since the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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 Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data.the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk, 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, vohurteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, r 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, volumeers 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination, Contractor waives the right to receive compensation and. agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify and hold hanniess 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 Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates 228 -9 to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Contractor 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. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a mirvmurn period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records grid any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to cither party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by file Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified wider this Agreement. 22B -10 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copies to: To Contractor: Francisco Gutierrez Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5406 Acco Engineered Systems 265 McCormick Avenue Costa Mesa, CA 92626.3308 Fax: 714- 352 -2227 Attn: Mark Lanphere City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 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, commmmication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that auy terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms 22B -11 and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations, 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California,. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement, 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain 22B -12 or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council FA W 9 Well 01 CER8 0112KH SONIAR. CARVALHO City Attorney By: John . Funk A: rmt City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director Finance and Management Services Agency CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: Mark Lanpbere Acco Engineered Systems Tax ID# 22B -13 EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS 15 -114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES SCOPE OF SERVICES & SPECIFICATIONS General Information The Contractor shall retain professional personnel who have successfully and competently provided municipal facility HVAC repair services on projects of similar scope and complexity. It shall be the Contractor's responsibility to provide as required by the City a competitive hourly rate for repairs and service of all aspects of HVAC systems in City defined facilities. All requested HVAC repairs / service shall be provided in accordance with the highest standards of the Industry, skill, workmanship, applicable trade practices, meet warranties and in conformance to all applicable laws, codes and regulations. The successful Proposer's maintenance and repairs program for the Police Department Headquarters, and repairs as needed program for all facilities shall, at a minimum, include but not be limited to the specifications outlined herein. Services to be Provided It is the Proposer's responsibility to provide service proposals as required of HVAC trades, central plant chiller systems, air handlers, and automation systems as needed, and all requested services are to be compliant with all Federal, State, CARS, AQMD, OSHA and all other applicable regulatory requirements. Pricing Tabulation Sheets Prices as stated on the RFP 15 -114 Pricing Sheet (Page 37) shall be for HVAC maintenance at the Police Department Headquarters only, and for repairs as needed at all facilities. HVAC Repair Staffing The Contractor shall provide staffing levels sufficient to provide a high level of customer service, program support, HVAC maintenance and repair at designated City facilities as required: Staffing should include staff certified and proficient in the complete maintenance and repair of Centrifugal Chiller systems, air handlers, pneumatic and DDC systems, walk in refrigerators and freezers, and a variety of package HVAC units, Additionally, service levels shall provide the capacity to respond expeditiously to situations involving the health and safety of employees and /or the public; comfort and operational capability of any public meeting space. Routine repairs, service requests or other non - urgent tasks shall be completed by journey level staff. The journey -level worker(s) shall be proficient in the following trades: All mechanical, electronic and pneumatic aspects of chilled water systems • Centrifugal chiller systems • VFD drives • Air handling systems • The interface and control of HVAC control systems • Walk in refrigerators / freezers / evidence freezers Billable Work All requested work shall be considered billable hours and will require that a competitive estimate for that proposed work be provided to the City Representative for consideration and approval prior to work being completed. Facilities -IVAC Service, Maintenance and Repairs 15 -114 21§514 Security Background Check of Personnel Contractor is required t o provide security checks for all personnel assigned to work under this contract. Security checks will be coordinated through Santa Ana Police Department. SAPID will conduct security checks of all personnel assigned to work at SAPID. The records check may include finger printing; Department of Justice system check for wanted persons, California Driver's License check, Orange County warrant check and review of any local record. The City will be responsible for the costs associated with this process. Additional checks will be required for all new employees during the lifetime of the contract and all expenses shall be borne exclusively by the contractor. The City reserves the right to approve /refuse any prospective employees of the contractor as a result of the background check. The following information most be provided to the City Representative no less than 30 days prior to any employee's start of work: a. Full Legal Name b. Social Security Number c. California Driver's License or ID Number d. Birth Date e. Current Valid Address Damages The Contractor will be responsible for all damages to the facility or contents caused by Contractor, their staff, or by subcontractors during the performance of this contract. Tools & Equipment The contractor shall furnish and maintain all equipment necessary for properly service HVAC systems in City buildings. The City of Santa Ana reserves the right to inspect equipment to be used to perform services under this contract. Failure to provide regulatory compliant equipment for carrying out all requirements of this contract may be grounds for termination of the contract. Emergency Call Out Service It is highly desirable that the awarded Contractor provide 24 -hour emergency service as needed in all aspects of HVAC emergency repair for Santa Ana Police Department and various other facilities, as included in this specification. Hours shall be Monday through Friday 5:OOpm to 6 :00am and 24 -hours each day on weekends and holidays. Contractor shall have working personnel on -site within 1 hour of the call -out, or respond by telephone to the City Representative within 1/2 hour if the problem is correctable through the use of a computer /modem to alleviate the source of complaint. HEATING - VENTILATION -AIR CONDITIONING (HVAC) SERVICE, REPAIR, MAINTENANCE AND MONITORING AS REQUIRED Contractor may be required to respond to indoor temperature complaints and provide expeditious correction and record complaints and corrections at all City facilities. Contractor shall be proficient in HVAC control systems. Contractor may be required to inspect all HVAC systems at least twice each year, with seasonal start -up and run inspections performed and documented. Contractor may be required to provide oversight and documentation of Seasonal Preventative Maintenance of chillers and boilers at the Police Headauarters Facility only; with service to be provided by Proposer. Contractor may be requested to perform the following services: * For cooling towers - may be required to disassemble screens and access panels for inspection, inspect the tower fill, support structure, sump and spray nozzles, fill valve, gear box, Facilities HVAC Service, Maintenance and Repairs 15 -114 21§215 drive coupling, fan blades, and motor bearings, clean starter and cabinet, Inspect wiring, check motor starter contacts for wear and proper operation, megger test the motor and log readings, and check the condition of the contactor; and log observations. • For pumps - may be required to lubricate bearings, inspect couplings, check for leaks, and Investigate unusual noises. • Contractor may be required to perform air - handling unit maintenance and repair which Includes but Is rot limited to; all services recommended by manufacturer. Additional Contractor Requirements • Contractor shall show evidence of presently serving other municipal customers. • Contractor shall hold current C10 and C20 licenses. • Contractor shall provide HVAC employees that; possess a State of California Joint Journeyman Apprentice Training Center Certification; Automation Specialists that are continually factory trained on Automation System, and must be able to provide monthly operator coaching of select personnel, certified in servicing Centrifugal Chillers and Allen Bradley, ABB Drives. • Contractor shall provide the City with full -time journeyman -level mechanical personnel and factory - trained automation specialists. • Service specialists and technicians shall normally be dispatched from a local headquarters or branch within a 20 -mile radius from the City Boundary line of the City of Santa Ana as defined in the most current Thomas Guide Map. • Contractor may be required to provide HVAC data protection and recovery services, control loop tuning for the City's automation system. • Contractor shall provide emergency access 24 hours a day, 7 days a week. • Contractor shall supply their staff with their agency uniform and photo identification tags that will be worn at all times. Uniforms shall display the Contractor logo, and employee first or last name shall be clearly visible. • Contractor shall provide MSDS sheets to City in a complete "Right to Know" binder for all products used in City facilities. City will determine location of "Right to Know" books. Facilities HVAC Service, Maintenance and Repairs 15 -114 2�1 §-l6 S__ PECTIC SERVICES —ALL Periodic Maintenance Applies to Police Headquarters Fac� Maintenance as Requested Proposer may be required to perform preventive maintenance in accordance with a program of standard routines as determined by your experience, equipment application, and equipment operating hours that are recommended by each equipment manufacturer and location. This service is designed to optimize the reliability and efficiency of the equipment, extend the useful life of the City's equipment, and provide proactive indications of excessive wear and damage to HVAC systems before a catastrophic failure occurs during the next operating season. Proposer will also provide recommendations for additional service(s) that will better enhance equipment performance. Air Cooled Condenser Coil Cleaning The proposer may be required to p r o v i d e t In 1 s s e r v i c e t o improve airflow across condenser coils, improve heat transfer and extend the life of the compressors. Coil cleaning consists of cleaning the outside surface of the condensing unit coils to remove any airborne particles, dirt build -up by using a brush, high pressure air, chemical with low pressure wash or chemical with high pressure wash based on the condition of outside environment and coil accessibility. Evaporator Coil Cleaning Proposer may be required to clean air handling unit evaporator coils so as to improve air circulation in the air distribution system, and reduce dust and dirt that is in the system. Coils will be Cleaned at a time that is mutually agreeable between the proposer and the City Representative. Coil cleaning consists of cleaning the surface of the evaporator coil to remove dust and dirt particles that have collected on the evaporator coil. Coils will be cleaned using a vacuum cleaner and /or other devices that facilitate the proper cleaning of the coil. Refrigerant Oil Analysis as Required Proposer may be required to perform Spectro- Chemical Refrigerant Oil Analysis and trend oil condition that identifies contaminants and possible system malfunctions caused by wear of moving parts, such as bearings and shafts. This predictive wear analysis provides early identification of problems prior to them becoming unplanned and costly. Based on the oil analysis results, proposer will recommend when oil changes are needed, and may make other recommendations regarding the operation and maintenance of your chiller plant. This service reduces the amount of waste oil generated. Coaling Tower Drain & Refill as Required Proposer may be required to remove the condenser water from HVAC systems after the cooling season to prevent possible damage and expensive repalrs caused by water freezing during winter months, and refill the system prior to spring start -up. The equipment included under this service is itemized in the HVAC Equipment List. Operating Inspection as Required Proposer may be required to provide this service to assure that mechanical equipment continues to operate efficiently with minimal operating disruptions during the operating season. Proposer may be required to provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This service will focus an equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Operating Inspection — Heating as Required Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 11 22B -17 The proposer may be required to provide this service to assure mechanical equipment continues to operate efficiently, safely and with minimal operating disruptions during the operating season. The City Representative will provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Operating Inspection — Cooling as Required This service may be required to assure mechanical equipment continues to operate efficiently, safely and with have minimal operating disruptions during the operating season. Proposerwill provide routine operating inspection(s) to check system performance In accordance with a program of standard routines as recommended by the equipment manufacturer's published recommendations, equipment application, and location, This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Equipment Tasking as Required The following tasks may be requested on anus needed basis. These tasks are designed to maintain the equipment in an optimum operating condition so that the equipment will operate reliably and efficiently. Reciprocating Compressors: 1. Perform annual Spectro- Chemical oil analysis test. 2. Preventive maintenance shall be performed as required. 3. Look -out and Tag -out equipment as required. 4. Check all electrical wiring and connections and tighten as required. 5. Check starter contactor surfaces for wear as required. 6. Visually leak check compressor and associated refrigerant piping as required. 7. Clean exterior of compressor as required. 8. Check operation of crankcase heater as required. 9. Meg -ohm motor from starter and record as required. 10. Check and calibrate all safety and cut -out devices as required. 11. Check and adjust compressor capacity controls as required. 12. Check, calibrate and adjust all operational controls as required. 13. Exhaust Fans: 1. Preventative Maintenance as required. 2. Lock -out and Tag -out equipment as required. 3. Check all electrical wiring and connections and tighten as required. 4. Check all motor starter contactor surfaces for wear as required. 5. Clean starter and electrical control enclosures as required. 6, Lubricate motor bearings and fan bearings as required. 7. Check exhaust fan belts for wear, replace as required. B. Check belt tension and sheave alignment and adjust as required. 9. Inspect exhaust fan unit assembly as required. 10, Check all mounting hardware and tighten as required. Pneumatic Air Compressor: 1. Inspect unit, check for rust spots, oil leaks & general condition of unit as required. 2. Drain tank, check auto drain as required. 3. Check belt, adjust tension & sheave alignments, and replace belt as required. 4. Meg -ohm and record, as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 12 22B -18 5. Check starter wiring & contacts as required. 6. Check motor amperage & voltage as required 7. Check Intake air filter, replace as required. Air Handlers: 1, Provide Pour (4) quarterly Inspections and maintenance for (46) Air Handlers. 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check starter contacts for excessive wear as needed, 5. Tighten all starter wire connections as required. 6. Check belts, adjust or replace as needed. 7. Check pulley sheave alignment, adjust as required. 8. Meg -Ohm motor and record annually. 9. Check fan motor(s) amps. 9. Clean and lubricate unit motor bearings and fan bearings. 10. Check operation of economy dampers. 11. Lubricate all dampers and linkages as necessary. 12. Check operation of static vane (if applicable) 13. Visually check all coils for leaks (Annually) 14. Check and record all coil delta T (Annually) 15. Inspect all mounting hardware, tighten as needed. Multi -zone Air Handlers: 911 Dispatch Area 1. Provide annual Preventive Maintenance Inspection on two (2) York Air Handlers. 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5. Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7. Check operation of static vane or dampers as required. 8. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Package Chiller: Lock -out and Tag -out equipment as required. Check condenser / Barrel tubes as required. Check Chiller barrel tube as required. Check and record unit amp draw as required. Check unit Voltage and Record as required. Check unit pressures and record as required. Chiller with Reciprocating Compressors 1. Provide annual vibration analysis for two (2) York Chillers. 2. Provide annual leak test for two (2) York Chillers. 3. Provide four (4) quarterly inspections and maintenance for two (2) York Chillers. 4. Provide chiller controls coolant for two (2) York Chillers 3. Visually inspect equipment condition and operation as required. 4. Check for unusual vibration, noise, excessive temperatures & refrigerant leaks as required. 5. Check unit voltage and record as required. 6. Check unit operate and records as required. 7. Check unit operating hours and record as required. 8. Check condenser pressure and record as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 13 I �, 9. Check evaporator pressure and record as required. 10. Check oil sump sight glass as required. 11. Record chilled water inlet temperature. 12. Record chilled water outlet temperature as required, 13. Check condenser water inlet as required. 14. Check condenser water outlet temperature as required. 15, Check compressor starter contacts for abnormal wear as required. Variable Frequency Drive: 1. Check unit operation quarterly as required, 2. Check fault history report as required, 3. Check operation of manual bypass as required. 4. Verify drive signal Increase and decrease as required. 5. Check and tighten all electrical connections as required, 6. Check starter contacts for wear as required. Computer Room Air Conditioning Units: 1. Check all electrical wiring and connection as required. 2. Check and replace filters as required. 3. Check all electrical wiring and connections; tighten as required 4. Check starter contactor surfaces for wear as required. 5. Check compressor amps and record as required. 6. Check sight glass for moisture level as required. 7. Check operation of crankcase heater as required. 8. Lubricate condenser fan motor and fan bearings as required. 9. Check condition of condenser coil, clean as required, 10, Check belts for wear, replace as required. 11. Check and adjust compressor capacity controls as required. 12. Lubricate indoor fan motor and bearings as required. 13. Check humidifier for proper operation as required. Boilers: 1. Provide annual Preventive Maintenance Inspection on two (2) Bryan Boilers. 2. Provide annual Preventive Maintenance Inspection on four (4) Hot Water Boilers. 3. Check boilers for proper operation as required. 4. Check and use boiler viewport to check main burner flame as required. 5. Turn off and secure boiler as required. 6. Check boilers for any unusual noise or vibration as required. 7. Inspect gaskets for any signs of leaks as required. 8. Examine the venting system as required. 9. Remove and / or inspect gas pilot assembly, reinstall in accordance according to factory specifications and tolerances. % Check boiler circulating pumps for proper operation and lubricate as required. 11. Check flame safeguard control for pilot and main flame ignition as required. 12, Check operation of blower motor and circuitry as required. 13. Check operation of gas valves and vents as required. 14. Inspect and tighten all electrical connections as required 15. Check and adjust all boiler limit pressure controls and running interlocks as required. 16. Check operation and adjust low water controls as required. 17. Check burner, pilot and main flame ignition as required. 18. Check and oil combustion air fan as required. 10. Check expansion tank and site glass as required Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 14 22B -20 20. Check and record all entering and leaving water temperatures and pressures as required, 21, The equipment room shall be left in the same clean condition as existed prior to start of the work. 22. Refer to equipment O &M manual for any maintenance clarifications. Cooling Tower: 1. Provide four (4) quarterly inspections and maintenance. 2. Preventive maintenance as required. 3. Lack -out and Tag -out equipment as required. 4. Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections. 6. Check gear reducer and couplings. 7. Meg -Ohm motor and VFD's. 8. Check fan balance and motor(s) amps. 9, Clean and lubricate unit motor bearings and fan blades. 10. Check operation of media and flow. 11. Lubricate all dampers and linkages as necessary. Chilled Water Pumps: 1. Check pump and motor operation. 2. Check fault history report as required. 3. Check and operate bypass valves. 4. Checks and verify strainers for optimum flow. 5. Check and tighten all electrical connections as required 6. Check starter contacts for wear as required. 7. Check and record motor amp. 8. Lube and grease motor bearings as needed. Johnson Controls: 1. Inspect and repair NCU 1 to NCU 12 for optimum operations. 2. Inspect and repair as needed 46 air handler controls. 3. Inspect all damper motors controls and set points. 4. Provide JCI parts as needed. 5. Check and calibrate all safety and cut -out devices as required. 6. Check and adjust programming as required. 7. Inspect Energy Management System (EMS) data base and adjust as needed. Shooting Range: 1, Perform annual air balancing per requirements, 2. Perform Inspection and maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5. Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7. Check operation of static vane or dampers as required. 8. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Freezers and /or Refrigerators 9, Check all operation, electrical, condensers, evaporators and refrigeration. 10. Check starter contactor surfaces for wear as required. 11. Check compressor amps and record as required. 12. Check sight glass for moisture level as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 15 22B -21 13. Check operation of crankcase heater as required. 14. Lubricate condenser fan motor and fan bearings as required. 15. Check condition of condenser coils, clean as required. 16. Check belts for wear, replace as required. 17. Check and adjust compressor capacity controls as required. 18. Lubricate Indoor fan motor and bearings as required. HVAC SERVICES — Pneumatic Applies to Police Headquarters Facility Only Preventive Maintenance as Required Proposer may be required to provide preventative maintenance on Pneumatic Air Compressors that responds to changes in mechanical component performance, building use, and climatic conditions. Service shall be in accordance with a program of standards as recommended by equipment manufacturers' recommendations. HVAC SERVICES - Water Treatment Applies to Police Headquarters Facility Onlv Water Treatment Services as Required Proposer may be required to provide Industrial water treatment to Identify four main problem areas: scaling, corrosion, microbiological activity and disposal of residual wastewater. Water treatment services will extend equipment life, provide operational efficiency, minimize downtime and control water born disease such as Legionnaires' disease, HVAC SERVICES - Infrared Service Applies to Police Headquarters Facility Only Infrared Electric Panel Inspection as Required The infrared inspection may be requested as it is an important form of non - destructive testing that has become an indispensable predictive maintenance tool for electrical service panels. It shall be performed with a portable infrared imaging system; equipment that detects infrared energy (heat) emitted from an object and displays it as a dynamic thermal image. Using the IEEE /ANSI Standard, this inspection aids in the evaluation of component temperatures. Proposer may be required to perform a biennial Infrared scan of main electrical panels. A detailed report will be provided upon completion of onsite scan. ENERGY SERVICES Applies to Police Headquarters Facility Only Energy Optimization Services As Required Proposer may be required to perform a benchmark analysis that compares a building's energy performance against industry- recognized benchmarks and provides facility owners and operators with an objective assessment of facility performance and a valuable starting point to identify and quantify the value of energy conservation efforts. Through the Benchmark Report, Proposer will create an energy baseline and obtain, if applicable, an ENERGY STAR Performance Rating utilizing Energy Star Portfolio Manager to generate a Statement of Energy Performance. This rating compares our building's performance against buildings of similar type and operating characteristics in similar climate zones. This report will provide key data points in addition to an ENERGY STAR Performance Rating including Energy Usage Intensity (EUI), Energy Cost Intensity (ECI), and the facility's Greenhouse Gas Emissions. In addition, Proposer may be required to conduct a detailed analysis of facility Interval meter data, when available from site metering and /or the utility provider. This enables us to gain further Insight into facility performance, and provide a snapshot report to help understand performance and pinpoint areas for operational efficiency, Based on current energy consumption and prices, Proposer energy analysis will suggest potential improvement measures and quantify the impact on energy usage, cost savings and GHG reductions. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 16 22B -22 Technology and Energy Audits Applies to Pollce Headquarters Facility Only Proposer may be required to review designated HVAC systems, evaluating the current use of our HVAC Systems and what may have been changed or been modified in our dally facility operation that impacts the effectiveness of the system. Proposer may review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance our current system, and consider what changes, enhancements and /or upgrades should be made to facilitate our future plans. In addition, recommendations should be made about adding and /or modifying applications, sensors, points panels and /or software where needed to improve building operation and performance. Proposer may Interface with the local utility provider to determine possible incentives and rebates. Once the review is completed, a written report of the findings and recommendations may be requested. HVAC EQUIPMENT LIST POLICE DEPARTMENT HEADQUARTERS (Maintenance & Repairs for this facility) 60 Civic Center Plaza Air handlers: 46 Gravity Roof Vents: 15 Small recirculating pumps: 16 Chillers: 2 York Model YTHIJ3E2CRG Building Boilers: 2 Bryan Model RV450- W- FDG -WXL 3,600,000 MGH (1995) Water heater boilers: 4 2 - Model 1250 N 600 ATP -PVI 1,000,000 BTU /HR 2 - Model 1500 N 1500 ATP -PVI 1,200,000 BTU /HR IT Server Room - Air Conditioning Units 1 — Liebert - Model VEZ45A -AAM Ser: 307193 -001 1 — Liebert — Model CDF30SLA Remote Condenser Ser: 94009100 2 — DataAire — Model DTWV -0532 A/C Units 911 Dispatch Center 1 — York Air Handler Model D2CE240E03646ECC with two (2) compressors and heating Exhaust fans: 52 Large water pumps: 24 Cooling towers: 2 Marley Twin w /20HP Motor & gear reducer Water booster system pumps: 3 A/C units: 8 Large Walk -in Freezers: 6 3 - Model LAHA - 032E - TAD -100 (Evidence) 3 - Kolpak AE66280B (Jail Kitchen) Large Refrigerators: 4 1 - Model K55HIJZF (Evidence) 3 - Kolpak Cold Zone (Jail Kitchen) NOTE: York Rotary Chiller YSCBCAS1 -CHA was decommissioned and does not require any attention. Repairs as needed — for these facilities - Time & Materials Onlv CITY HALL 20 Civic Center Plaza Air Handler #11 — 8th Floor Air Handler #10 — 7th Floor Air Handler #09— 6th Floor Air Handler #08 — 5th Floor Air Handler 907 -- 4th Floor Air Handler #06 — 3rd Floor Air Handler #04 — 2nd Floor Air Handler #01 — 1st Floor Air Handler #02 -- 1st Floor Mezzanine Air Handler #05 — Council Chambers Air Handlers — Basement Data Rooms 1 & 2 Chilled Water Pump #1 Chilled Water Pump #2 Cond #1 Cond #2 Fluid cooler for Liebert Exhaust unit Chiller - AVM Condenser Restroom exhaust Fluid cooler for Data Center Exhaust Air Compressor #1 Air Compressor #2 Hot Water Pump Flash Tank Roof Exhaust Units (3) Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 17 22B -23 ROSS ANNEX Trans box car units: 3 Ajax Boiler: 1 Split Systems: 4 CENTRAL LIBRARY 26 Civic Center Plaza Air Handler #01 — Basement Air Handler #02 — Basement Air Handler #03 — 1st Floor Children's Area Basement exhaust CORPORATION YARD - ADMIN 220 Daisy St. 50 -Ton Rooftop HVAC: 1 5 -Tan Rooftop HVAC: 2 Hot Water Pumps: 2 FLEET OPERATIONS 215 Center St. 10 -Ton Ice Bear: 1 Exhaust Fans STORES WAREHOUSE 10 -Ton Package Units: 2 Exhaust Fans: 4 NEWHOPE LIBRARY 122 Newhope Street 30 -Ton Carrier Package Unit: 1 Split System MCFADDEN LEARNING CENTER 2627 W. McFadden Ave, 15 -Ton Trane Package Units: 2 Split System SANTA ANITA CENTER 300 S. Figueroa St. 3 -Ton Carrier Package Unit: 1 Split System Hot Water Pump: 1 Exhaust Fan Chilled Water Pump - basement Hot Water Pump - basement Rooftop exhaust units RAPAC Boiler: 1 Return Fan Split Systems: 6 Supply Fans: 4 3 -Ton Package Units: 3 _ Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 18 22B -24 SANTA ANA SENIOR CENTER 424 W, Third St, 35 -Ton Package Unit: 1 Roof Top Unit SOUTHWEST SENIOR CENTER 2201 W, McFadden Ave. 4 -Ton Package Units: 6 Split System CORBIN CENTER 2215 W. McFadden Ave. 2 -Ton Package Units: 5 5 -Ton Package Units: 2 Split System JEROME CENTER 726 S. Center St, 4 -Ton Package Units: 5 Split System EL SALVADOR CENTER 1825 W. Civic Center Dr. 3 -Ton Package Units: 7 4 -Ton Package Units: 2 1 -Ton Package Unit: 1 Split System SANTA ANA REGIONAL TRANSPORTATION CENTER 1000 W. Santa Ana Blvd, 157 -Ton Chiller Unit: 1 Chiller Air Handlers: 57 GRAND CENTRAL ART CENTER 125 N. Broadway 100 -Ton Chiller Unit: 1 Chiller Air Handlers: 55 Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 19 22B -25 EXHIBIT B CITY OF SANTA ANA REQUEST FOR PROPOSALS 15.114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES RFP PROPOSAL PRICING LIST POLICE FACILITY — 60 Civic Center Plaza Provide Maintenance & Repair Services: Per Scope of Specific Services (Pages 11 -17) and HVAC Equipment List (Pages 17- 19) ............... .........................Annual Cost Time and Materials Only For work performed during regular business hours (Mon -Fri 7:00am to 5:00pm) Regular Technician ............................... Journeyman Chiller Mechanic. .............. Apprentice Chiller Mechanic ................... Sheet Metal Fabricator ............................ Balancing Technician........... /hr /hr ... ld8 p° /hr ­­$ 120,6'0 /hr Materials Markup Percentage %, 2q Base price source: �� /U1l lzSFl� (MSRP, Wholesale, Dealer, Jobber) Company Name: COMMENTS OR EXCEPTIONS: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. Facilities HVAC Service: Maintenance and Repairs 15 -114 J Page 22B -26 22B -27 AGREEMENT FOR HVAC SERVICES, MAINTENANCE, AND REPAIR CITY OF SANTA ANA (POLICE ADMINISTRATION AND OTHER CITY FACILITIES) THIS AGREEMENT is made and entered into this 15th day of March, 2016 by and between F.M. Thomas Air Conditioning, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On October 16, 2015, the City issued Request for Proposal No, 15 -114, by which it sought proposals from qualified firms for HVAC services, maintenance, and repair at selected City facilities. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15 -114 as Exhibit A and that is also attached to this Agreement as Exhibit A, C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform those services as may be directed by City at City's sole discretion, as set forth in Exhibit A to this Agreement. Contractor's proposal is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services the rates and charges identified in Exhibit B, The total annual sutra to be expended under this Agreement shall not exceed $100,000 during the term of this Agreement. b. Paymcnt by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 15, 2016 and terminate on March 14, 2019, uulless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for one (1) one -year period upon a. writing executed by the City Manager and the City Attorney. 228'28 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, of seq., and 1770, or 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. Since the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or snore, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be constiued to bean independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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 Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Doctuments & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, 0 r ', and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence, Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement, If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement, Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive componsation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims forpersonal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates 22B -30 to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the 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 Contractor 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, 9. .RECORDS Contractor shall keep records and invoices in connection with the work to be performed tinder this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 22B -31 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Contractor: Francisco Gutierrez Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -5406 F.M. Thomas Air Conditioning, Inc. 231 Gemini Avenue Brea, CA 92821 Fax: 714-738-0886 Attn: Thomas Feyka City Attorney's Office City of Banta Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 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, comnnrrication 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 facsinnile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and. Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of 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 22B -32 and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior 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. 17 —V 01 klE[►11ar11 430 This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities sunder this Agreement. Contractor affinns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. V. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and. required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain 228 -33 or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council SONIA R. CARVALHO City Attorney By: John .Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director Finance and Management Services Agency CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: By: Thomas Feyka F.M. Air Conditioning Inc. Tax ID# 228-34 I4:I.I114111 � CITY OF SANTA ANA REQUEST FOR PROPOSALS 15 -114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES SCOPE OF SERVICES & SPECIFICATIONS General Information The Contractor shall retain professional personnel who have successfully and competently provided municipal facility HVAC repair services on projects of similar scope and complexity. It shall be the Contractor's responsibility to provide as required by the City a competitive hourly rate for repairs and service of all aspects of HVAC systems in City defined facilities. All requested HVAC repairs / service shall be provided in accordance with the highest standards of the Industry, skill, workmanship, applicable trade practices, meet warranties and in conformance to all applicable laws, codes and regulations. The successful Proposer's maintenance and repairs program for the Police Department Headquarters, and repairs as needed program for all facilities shall, at a minimum, include but not be limited to the specifications outlined herein. Services to be Provided It is the Proposer's responsibility to provide service proposals as required of HVAC trades, central plant chiller systems, air handlers, and automation systems as needed, and all requested services are to be compliant with all Federal, State, CARB, AQMD, OSHA and all other applicable regulatory requirements. Pricing Tabulation Sheets Prices as stated on the RFP 15.114 Pricing Sheet (Page 37) shall be for HVAC maintenance at the Police Department Headquarters only, and for repairs as needed at all facilities. HVAC Repair Staffing The Contractor shall provide staffing levels sufficient to provide a high level of customer service, program support, HVAC maintenance and repair at designated City facilities as required: Staffing should include staff certified and proficient in the complete maintenance and repair of Centrifugal Chiller systems, air handlers, pneumatic and DDC systems, walk in refrigerators and freezers, and a variety of package HVAC units. Additionally, service levels shall provide the capacity to respond expeditiously to situations ,involving the health and safety of employees and /or the public; comfort and operational capability of any public meeting space. Routine repairs, service requests or other non - urgent tasks shall be completed by journey level staff. The journey -level worker(s) shall be proficient in the following trades: • All mechanical, electronic and pneumatic aspects of chilled water systems • Centrifugal chiller systems • VFD drives • Air handling systems • The interface and control of HVAC control systems • Walk In refrigerators /freezers / evidence freezers Billable Work All r e q U s t e d work shall be considered billable hours and will require that a competitive estimate for that proposed work be provided to the City Representative for consideration and approval prior to work being completed. Facilities HVAC Service, Maintenance and Repairs 15 -114 Pa e 8 22 -35 Security Background Check of Personnel Contractor is required t o provide security checks for all personnel assigned to work under this contract. Security checks will be coordinated through Santa Ana Police Department. SAPID will conduct security checks of all personnel assigned to work at SAPID. The records check may include finger printing; Department of Justice system check for wanted persons, California Driver's License check, Orange County warrant check and review of any local record. The City will be responsible for the costs associated with this process. Additional checks will be required for all new employees during the lifetime of the contract and all expenses shall be borne exclusively by the contractor. The City reserves the right to approve /refuse any prospective employees of the contractor as a result of the background check. The following Information must be provided to the City Representative no less than 30 days prior to any employee's start of work; a. Full Legal Name b. Social Security Number c. California Driver's License or ID Number d. Birth Date e. Current Valid Address Damages The Contractor will be responsible for all damages to the facility or contents caused by Contractor, their staff, or by subcontractors during the performance of this contract. Tools & Equipment The contractor shall furnish and maintain all equipment necessary for properly service HVAC systems in City buildings. The City of Santa Ana reserves the right to inspect equipment to be used to perform services under this contract. Failure to provide regulatory compliant equipment for carrying out all requirements of this contract may be grounds for termination of the contract. Emergency Call Out Service It is highly desirable that the awarded Contractor provide 24 -hour emergency service as needed in all aspects of HVAC emergency repair for Santa Ana Police Department and various other facilities, as included in this specification. Hours shall be Monday through Friday 5:00pm to 6:00am and 24 -hours each day on weekends and holidays. Contractor shall have working personnel on -site within 1 hour of the call -out, or respond by telephone to the City Representative within 1/2 hour if the problem is correctable through the use of a computer /modem to alleviate the source of complaint. HEATING- VENTILATION -AIR CONDITIONING (HVAC) SERVICE, REPAIR, MAINTENANCE AND MONITORING AS REQUIRED Contractor may be required to respond to indoor temperature complaints and provide expeditious correction and record complaints and corrections at all City facilities. Contractor shall be proficient in HVAC control systems. Contractor may be required to inspect all HVAC systems at least twice each year, with seasonal start-up and run Inspections performed and documented. Contractor may be required to provide oversight and documentation of Seasonal Preventative Maintenance of chillers and boilers at the Police Headquarters Facility only; with service to be provided by Proposer. Contractor may be requested to perform the following services: For cooling towers - may be required to disassemble screens and access panels for inspection, inspect the tower fill, support structure, sump and spray nozzles, fill valve, gear box, Facilities HVAC Service, Maintenance and Repairs 15 -114 Pa o 9 22 -36 drive coupling, fan blades, and motor bearings, clean starter and cabinet, Inspect wiring, check motor starter contacts for wear and proper operation, megger test the motor and log readings, and check the condition of the contactor; and log observations. • For pumps - may be required to lubricate bearings, inspect couplings, check for leaks, and investigate unusual noises. Contractor may be required to perform air - handling unit maintenance and repair which includes but is not limited to; all services recommended by manufacturer. Additional Contractor Requirements • Contractor shall show evidence of presently serving other municipal customers. • Contractor shall hold current C10 and C20 licenses. • Contractor shall provide HVAC employees that; possess a State of California Joint Journeyman Apprentice Training Center Certification; Automation Specialists that are continually factory trained on Automation System, and must be able to provide monthly operator coaching of select personnel, certified in servicing Centrifugal Chillers and Allen Bradley, ABB Drives. • Contractor shall provide the City with full -time journeyman -level mechanical personnel and factory- trained automation specialists. • Service specialists and technicians shall normally be dispatched from a local headquarters or branch within a 20 -mile radius from the City Boundary line of the City of Santa Ana as defined in the most current Thomas Guide Map. • Contractor may be required to provide HVAC data protection and recovery services, control loop tuning for the City's automation system. • Contractor shall provide emergency access 24 hours a day, 7 days a week. Contractor shall supply their staff with their agency uniform and photo identification tags that will be worn at all times. Uniforms shall display the Contractor logo, and employee first or last name shall be clearly visible. • Contractor shall provide MSDS sheets to City in a complete "Right to Know" binder for all products used in City facilities. City will determine location of "Right to Know" books. Facilities HVAC Service, Maintenance and Repairs 15 -114 22B-37 SPECIE[G SERVICES —ALL Periodic Maintenance Applies to Police Headquarters Facillf y Only Maintenance as Requested Proposer may be required to perform preventive maintenance in accordance with a program of standard routines as determined by your experience, equipment application, and equipment operating hours that are recommended by each equipment manufacturer and location. This service is designed to optimize the reliability and efficiency of the equipment, extend the useful life of the City's equipment, and provide proactive indications of excessive wear and damage to HVAC systems before a catastrophic failure occurs during the next operating season. Proposer will also provide recommendations for additional service(s) that will better enhance equipment performance. Air Cooled Condenser Coil Cleaning The proposer may be required to p r o v i d e t h i s s e r v i c e t o improve airflow across condenser coils, improve heat transfer and extend the life of the compressors. Coil cleaning consists of cleaning the outside surface of the condensing unit coils to remove any airborne particles, dirt build -up by using a brush, high pressure air, chemical with low pressure wash or chemical with high pressure wash based on the condition of outside environment and coil accessibility. Evaporator Coil Cleaning Proposer may be required to clean air handling unit evaporator coils so as to improve air circulation in the air distribution system, and reduce dust and dirt that is in the system. Coils will be cleaned at a time that is mutually agreeable between the proposer and the City Representative. Coil cleaning consists of cleaning the surface of the evaporator coil to remove dust and dirt particles that have collected on the evaporator coil. Colts will be cleaned using a vacuum cleaner andlor other devices that facilitate the proper cleaning of the coil. Refrigerant Oil Analysis as Required Proposer may be required to perform Spectro- Chemical Refrigerant Oil Analysis and trend oil condition that identifies contaminants and possible system malfunctions caused by wear of moving parts, such as bearings and shafts. This predictive wear analysis provides early identification of problems prior to them becoming unplanned and costly. Based on the oil analysis results, proposer will recommend when oil changes are needed, and may make other recommendations regarding the operation and maintenance of your chiller plant. This service reduces the amount of waste oil generated. Cooling Tower Drain & Refill as Required Proposer may be required to remove the condenser water from HVAC systems after the cooling season to prevent possible damage and expensive repairs caused by water freezing during winter months, and refill the system prior to spring start -up. The equipment included under this service le itemized in the HVAC Equipment List. Operating Inspection as Required Proposer may be required to provide this service to assure that mechanical equipment continues to operate efficiently with minimal operating disruptions during the operating season. Proposer may be required to provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation, Operating Inspection — Heating as Required Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 11 22B -38 The proposer may be required to provide this service to assure mechanical equipment continues to operate efficiently, safely and with minimal operating disruptions during the operating season. The City Representative will provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This servicewili focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Operating Inspection — Cooling as Required This service may be required to assure mechanical equipment continues to operate efficiently, safely and with have minimal operating disruptions during the operating season. Proposerwill provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as recommended by the equipment manufacturer's published recommendations, equipment application, and location. This servico will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Equipment Tasking as Required The following tasks may be requested on an as needed basis. These tasks are designed to maintain the equipment in an optimum operating condition so that the equipment will operate reliably and efficiently. Reciprocating Compressors: 1. Perform annual Spectro- Chemical oil analysis test. 2. Preventive maintenance shall be performed as required. 3. Lock -out and Tag -out equipment as required. 4. Check all electrical wiring and connections and tighten as required. 5, Check starter contactor surfaces for wear as required. 6. Visually leak check compressor and associated refrigerant piping as required. 7. Clean exterior of compressor as required. 8. Check operation of crankcase heater as required. 9. Meg -ohm motor from starter and record as required. 10. Check and calibrate all safety and cut -out devices as required. 11. Check and adjust compressor capacity controls as required. 12. Check, calibrate and adjust all operational controls as required. 13. Exhaust Fans: 1. Preventative Maintenance as required, 2. Lock -out and Tag -out equipment as required. 3. Check all electrical wiring and connections and tighten as required 4. Check all motor starter contactor surfaces for wear as required. 5. Clean starter and electrical control enclosures as required. 6. Lubricate motor bearings and fan bearings as required. 7. Check exhaust fan belts for wear, replace as required. 8. Check belt tension and sheave alignment and adjust as required. 9. Inspect exhaust fan unit assembly as required. 10. Check all mounting hardware and tighten as required. Pneumatic Air Compressor: 1. Inspect unit, check for rust spots, oil leaks & general condition of unit as required. 2. Drain tank, check auto drain as required. 3. Check belt, adjust tension & sheave alignments, and replace belt as required. 4. Meg -ohm and record, as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 12 22B -39 5. Check starter wiring & contacts as required. 6. Check motor amperage & voltage as required. 7. Check intake air filter, replace as required. Air Handlers: 1. Provide four (4) quarterly inspections and maintenance for (46) Air Handlers 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections as required. 6. Check belts, adjust or replace as needed. 7. Check pulley sheave alignment, adjust as required. 8. Meg -Ohm motor and record annually. 9. Check fan motor(s) amps. 9. Clean and lubricate unit motor bearings and fan bearings. 10. Check operation of economy dampers. 11. Lubricate all dampers and linkages as necessary. 12. Check operation of static vane (if applicable) 13. Visually check all coils for leaks (Annually) 14. Check and record all coil delta T (Annually) 15. Inspect all mounting hardware, tighten as needed. Multi -zone Air Handlers: 911 Dispatch Area 1. Provide annual Preventive Maintenance Inspection on two (2) York Air Handlers 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5. Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7. Check operation of static vane or dampers as required. 8. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Package Chiller: 1. Lock -out and Tag -out equipment as required. 2. Check condenser / Barrel tubes as required. 3. Check Chiller barrel tube as required. 4. Check and record unit amp draw as required. 5. Check unit Voltage and Record as required. 6. Check unit pressures and record as required. Chiller with Reciprocating Compressors: 1. Provide annual vibration analysis for two (2) York Chillers. 2. Provide annual leak test for two (2) York Chillers. 3. Provide four (4) quarterly inspections and maintenance for two (2) York Chillers. 4. Provide chiller controls coolant for two (2) York Chillers 3. Visually inspect equipment condition and operation as required. 4. Check for unusual vibration, noise, excessive temperatures & refrigerant leaks as required. 5. Check unit voltage and record as required. 6. Check unit operate and records as required. 7. Check unit operating hours and record as required. 8, Check condenser pressure and record as required. Facilitles HVAC Service, Maintenance and Repairs 15 -114 Page 13 22B-40 9. Check evaporator pressure and record as required. 10. Check oil sump sight glass as required. 11. Record chilled water inlet temperature, 12. Record chilled water outlet temperature as required. 13. Check condenser water inlet as required. 14. Check condenser water outlet temperature as required. 15. Check compressor starter contacts for abnormal wear as required. Variable Frequency Drive: 1. Check unit operation quarterly as required. 2. Check fault history report as required. 3. Check operation of manual bypass as required. 4. Verify drive signal increase and decrease as required. 5. Check and tighten all electrical connections as required. 6. Check starter contacts for wear as required. Computer Room Air Conditioning Units: 1. Check all electrical wiring and connection as required. 2. Check and replace filters as required. 3. Check all electrical wiring and connections; tighten as required. 4. Check starter contactor surfaces for wear as required. 5. Check compressor amps and record as required. 6. Check sight glass for moisture level as required. 7. Check operation of crankcase heater as required. 8. Lubricate condenser fan motor and fan bearings as required. 9. Check condition of condenser coil, clean as required. 10. Check belts for wear, replace as required. 11. Check and adjust compressor capacity controls as required. 12. Lubricate indoor fan motor and bearings as required. 13, Check humidifier for proper operation as required. Boilers: 1. Provide annual Preventive Maintenance Inspection on two (2) Bryan Boilers. 2. Provide annual Preventive Maintenance Inspection on four (4) Hot Water Boilers. 3. Check boilers for proper operation as required, 4. Check and use boiler viewport to check main burner flame as required. 5. Turn off and secure boiler as required. 6. Check boilers for any unusual noise or vibration as required. 7. Inspect gaskets for any signs of leaks as required. S. Examine the venting system as required. 9. Remove and / or Inspect gas pilot assembly, reinstall in accordance according to factory specifications and tolerances. 10. Check boiler circulating pumps for proper operation and lubricate as required. 11. Check flame safeguard control for pilot and main flame ignition as required. 12. Check operation of blower motor and circuitry as required. 13. Check operation of gas valves and vents as required. 14. Inspect and tighten all electrical connections as required 15. Check and adjust all boiler limit pressure controls and running interlocks as required. 16. Check operation and adjust low water controls as required. 17. Check burner, pilot and main flame ignition as required. 18. Check and oil combustion air fan as required. 19. Check expansion tank and site glass as required Facilities I-IVAC Service, Maintenance and Repairs 15 -114 Page 14 22B -41 20. Check and record all entering and leaving water temperatures and pressures as required. 21, The equipment room shall be left in the same clean condition as existed prior to start of the work. 22. Refer to equipment O &M manual for any maintenance clarifications. Cooling Tower: 1. Provide four (4) quarterly inspections and maintenance. 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections. 6. Check gear reducer and couplings. 7. Meg -Ohm motor and VFD's, 8, Check fan balance and motor(s) amps. 9. Clean and lubricate unit motor bearings and fan blades. 10. Check operation of media and flow. 11. Lubricate all dampers and linkages as necessary. Chilled Water Pumps: 1. Check pump and motor operation. 2. Check fault history report as required. 3. Check and operate bypass valves. 4. Checks and verify strainers for optimum flow. 5. Check and tighten all electrical connections as required. 6. Check starter contacts for wear as required. 7. Check and record motor amp. 8. Lube and grease motor bearings as needed. Johnson Controls: 1. Inspect and repair NCU 1 to NCU 12 for optimum operations. 2. Inspect and repair as needed 46 air handler controls. 3. Inspect all damper motors controls and set points. 4. Provide JCI parts as needed. 5. Check and calibrate all safety and cut -out devices as required. 6. Check and adjust programming as required. 7. Inspect Energy Management System (EMS) data base and adjust as needed. Shooting Range: 1. Perform annual air balancing per requirements. 2. Perform inspection and maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5, Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7. Check operation of static vane or dampers as required. 8. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required Freezers and/or Refrigerators: 9, Check all operation, electrical, condensers, evaporators and refrigeration. 10. Check starter contactor surfaces for wear as required. 11. Check compressor amps and record as required. 12. Check sight glass for moisture level as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 15 22B-42 13, Check operation of crankcase heater as required. 14. Lubricate condenser fan motor and fan bearings as required. 15. Check condition of condenser coils, clean as required. 16. Check belts for wear, replace as required. 17. Check and adjust compressor capacity controls as required. 18. Lubricate indoor fan motor and bearings as required. HVAC SERVICES — Pneumatic ,Applies to Police Headquarters Facility Only Preventive Maintenance as Required Proposer may be required to provide preventative maintenance on Pneumatic Air Compressors that responds to changes in mechanical component performance, building use, and climatic conditions. Service shall be in accordance with a program of standards as recommended by equipment manufacturers' recommendations. HVAC SERVICES - Water Treatment Applies to Police Headquarters Facility Only Water Treatment Services as Required Proposer may be required to provide Industrial water treatment to Identify four main problem areas: scaling, corrosion, microbiological activity and disposal of residual wastewater, Water treatment services will extend equipment life, provide operational efficiency, minimize downtime and control water born disease such as Legionnaires' disease. HVAC SERVICES - Infrared Service Applies to Police Headquarters Facility Only Infrared Electric Panel Inspection as Required The infrared inspection may be requested as it is an important form of non - destructive testing that has become an indispensable predictive maintenance tool for electrical service panels. It shall be performed with a portable infrared imaging system; equipment that detects infrared energy (heat) emitted from an object and displays it as a dynamic thermal image. Using the IEEE /ANSI Standard, this inspection aids in the evaluation of component temperatures. Proposer may be required to perform a biennial Infrared scan of main electrical panels. A detailed report will be provided upon completion of onsite scan. ENERGY SERVICES Applies to Police Headquarters Facility Only Energy Optimization Services As Required Proposer may be required to perform a benchmark analysis that compares a building's energy performance against industry - recognized benchmarks and provides facility owners and operators with an objective assessment of facility performance and a valuable starting point to identify and quantify the value of energy conservation efforts. Through the Benchmark Report, Proposer will create an energy baseline and obtain, if applicable, an ENERGY STAR Performance Rating utilizing Energy Star Portfolio Manager to generate a Statement of Energy Performance. This rating compares our building's performance against buildings of similar type and operating characteristics in similar climate zones, This report will provide key data points in addition to an ENERGY STAR Performance Rating including Energy Usage Intensity (EUI), Energy Cost Intensity (ECI), and the facility's Greenhouse Gas Emissions. In addition, Proposer may be required to conduct a detailed analysis of facility interval meter data, when available from site metering and /or the utility provider. This enables us to gain further insight into facility performance, and provide a snapshot report to help understand performance and pinpoint areas for operational efficiency. Based on current energy consumption and prices, Proposer energy analysis will suggest potential improvement measures and quantify the impact on energy usage, cost savings and GHG reductions. Facilities HVAC Service, Maintenance and Repairs 15-114 Page 16 22B-43 Technology and Energy Audits Applies to Police Headquarters Facility Only Proposer may be required to review designated HVAC systems, evaluating the current use of our HVAC Systems and what may have been changed or been modified in our daily facility operation that Impacts the effectiveness of the system. Proposer may review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance our current system, and consider what changes, enhancements and /or upgrades should be made to facilitate our future plans. In addition, recommendations should be made about adding and /or modifying applications, sensors, points panels and /or software where needed to Improve building operation and performance. Proposer may interface with the local utility provider to determine possible incentives and rebates. Once the review is completed, a written report of the findings and recommendations may be requested. HVAC EQUIPMENT LIST POLICE DEPARTMENT HEADQUARTERS (Maintenance & Repairs for this facility) 60 Civic Center Plaza Air handlers: 46 Gravity Roof Vents: 15 Small recirculating pumps: 16 Chillers: 2 York Model YTHIJ3E2CRG Building Boilers: 2 Bryan Model RV450- W- FDG -WXL 3,600,000 MGH (1995) Water heater boilers: 4 2 - Model 1250 N 600 ATP -PVI 1,000,000 BTU /HR 2 - Model 1500 N 1500 ATP -PVI 1,200,000 BTU /HR IT Server Room - Air Conditioning Units 1 — Liebert - Model VEZ45A -AAM Bar: 307193 -001 1 -- Liebert — Model CDF308LA Remote Condenser Ser: 94009100 2 — DataAire — Model DTWV -0532 A/C Units 911 Dispatch Center 1 — York Air Handler Model D2CE240E03646ECC with two (2) compressors and heating Exhaust fans: 52 Large water pumps: 24 Cooling towers: 2 Marley Twin w /20HP Motor & gear reducer Water booster system pumps: 3 A/C units: B Large Walk -in Freezers: 6 3 - Model LAHA- 032E -TAD -100 (Evidence) 3 - Kolpak AE66280B (Jail Kitchen) Large Refrigerators: 4 1 - Model K55HIJZF (Evidence) 3 - Kolpak Cold Zone (Jail Kitchen) NOTE: York Rotary Chiller YSCBCAS1 -CHA was decommissioned and does not require any attention. Repairs as needed — for these facilities - Time & Materials Only CITY HALL 20 Civic Center Plaza Air Handler #11 — 8th Floor Cond #1 Air Handler #10— 7th Floor Cond #2 Air Handler #00— 6th Floor Fluid cooler for Liebert Air Handler #08 — 5th Floor Exhaust unit Air Handler 907 — 4th Floor Chiller - AVM Condenser Air Handler #06 — 3rd Floor Restroom exhaust Air Handler #04 — 2nd Floor Fluid cooler for Data Center Air Handler #01 — 1st Floor Exhaust Air Handler #02 — 1st Floor Mezzanine Air Compressor #1 Air Handler #05 — Council Chambers Air Compressor #2 Air Handlers — Basement Data Rooms 1 & 2 Not Water Pump Chilled Water Pump #1 Flash Tank Chilled Water Pump #2 Roof Exhaust Units (3) Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 17 22B-44 ROSS ANNEX Trans box car units: 3 Ajax Boiler: 1 Split Systems: 4 CENTRAL LIBRARY 26 Civic Center Plaza Air Handler #01 — Basement Air Handler #02 -- Basement Air Handler #03 -1st Floor Children's Area Basement exhaust CORPORATION YARD -ADMIN 220 Daisy St. 50 -Ton Rooftop HVAC; 1 5 -Ton Rooftop HVAC: 2 Hot Water Pumps: 2 FLEET OPERATIONS 215 Center St. 10 -Ton Ice Bear: 1 Exhaust Pans STORES WAREHOUSE 10 -Ton Package Units: 2 Exhaust Fans: 4 NEWHOPE LIBRARY 122 Newhope Street 30 -Ton Carrier Package Unit: 1 Split System MCFADDEN LEARNING CENTER 2627 W. McFadden Ave, 15 -Ton Trane Package Units: 2 Split System SANTA ANITA CENTER 300 S. Figueroa St, 3 -Tan Carrier Package Unit: 1 Split System Hot Water Pump: 1 Exhaust Fan Chilled Water Pump - basement Hot Water Pump - basement Rooftop exhaust units RAPAC Boiler: 1 Return Fan Split Systems: 6 Supply Fans; 4 3 -Ton Package Units: 3 Facilities HVAC Service, Maintenance and Repairs 15.114 Page 18 22B -45 SANTA ANA SENIOR CENTER 424 W. Third St, 35 -Ton Package Unit: 1 Roof Top Unit SOUTHWEST SENIOR CENTER 2201 W. McFadden Ave. 4 -Ton Package Units: 6 Split System CORBIN CENTER 2215 W, McFadden Ave, 2 -Ton Package Units: 5 5 -Ton Package Units: 2 Split System JEROME CENTER 726 S. Center St. 4 -Ton Package Units: 5 Split System EL SALVADOR CENTER 1825 W. Civic Center Dr. 3 -Ton Package Units: 7 4 -Ton Package Units: 2 1 -Ton Package Unit: 1 Split System SANTA ANA REGIONAL TRANSPORTATION CENTER 1000 W. Santa Ana Blvd. 157 -Ton Chiller Unit: 1 Chiller Air Handlers: 57 GRAND CENTRAL ART CENTER 125 N. Broadway 100 -Ton Chiller Unit: 1 Chiller Air Handlers: 55 Facilities HVAC Service, Malntenance and Repairs 15 -114 Page 19 22B-46 CITY OF SANTA ANA REQUEST FOR PROPOSALS 15 -114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES RFP PROPOSAL PRICING LIST POLICE FACILITY— 60 Civic Center Plaza Provide Maintenance & Repair Services: Per Scope of Specific Services (Pages 11 -17) and HVAC Equipment List (Pages 17 -19) ..... .......... .........................Annual Cost 1.7 ! g ( S Time and Materials Only. For work performed during regular business hours (Mon -Fri 7:00am to 5:00pm) Regular Technician ........ ..............................I ( I � — /hr Journeyman Chiller Mechanic...................... — Air Apprentice Chiller Mechanic ........................$ 69 6' — /hr Sheet Metal Fabricator ... ..............................$ 6 r�— /hr Balancing Technician ..... ..............................L_1_2, /hr Materials Markup Percentage % p /o Base prices rce: (a )po (MSRP, holesale Dealer, Jobber) J � Company Name: M _. ' /`-- COMMENTS OR EXCEPTIONS: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. A, Facilities HVAC Service, Maintenance and Repairs 15-114 Page 22B-47 r AGREEMENT FOR HVAC SERVICES, MAINTENANCE, AND REPAIR CITY OF SANTA ANA (POLICE ADMINISTRATION AND OTHER CITY FACILITIES) THIS AGREEMENT is made and entered into this 15th day of March, 2016 by and between Johnson Controls, Inc. ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City"). RECITALS A. On October 16, 2015, the City issued Request for Proposal No. 15 -114, by which it sought proposals from qualified firms for HVAC services, maintenance, and repair at selected City facilities. B. Contractor submitted a, responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15 -114 as Exhibit A and that is also attached to this Agreement as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor raider 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 Contractor shall perform those services as may be directed by City at City's sole discretion, as set forth in Exhibit A to this Agreement. Contractor's proposal is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services the rates and charges identified in Eihibit B. The total annual surn to be expended, under this Agreement shall not exceed $100,000 during the tern of this Agreement. b. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on March 15, 2016 and terminate on March 14, 2019, unless terminated earlier in accordance with Section 15, below. The temi of this Agreement may be extended for one (1) one =year period upon a writing executed by the City Manager and the City Attorney. 228-49 4. PREVAILING WAGES Contractor 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, Since the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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 Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Docunents 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, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, 22B -50 and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed, professional such as an architect or engineer: Professional liability (orrors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a filly executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shalt not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work 'performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise fiom the negligent operations of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates 228 -51 to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor 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. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minirnuan period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any marmer with performance of services specified under this Agreement. 228 -52 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Contractor: Francisco Gutierrez Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5406 Jobnson Controls, Inc, 5770 garland Drive, Suite A Cypress, CA 90630 -5047 Fax: 562 -799 -3621 Attn: Kal Hassanieh City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M -29) P,O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United. States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written., between the parties. In the event of a conflict between the teuns 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 22B -53 and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local Iaws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 1s. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately -,aid in writing of its inability to obtain 228 -54 or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIAR. CARVALHO City Attorney By: 7 %, T JohilY4, Funk Assistant City Attorney FOR APPROVAL: Francisco GutieiTez Executive Director Finance and Management Services Agency CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: By: Kal Hassanieb Johnson Controls, Inc. Tax 2213-55 EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS 15.114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES SCOPE OF SERVICES & SPECIFICATIONS General Information The Contractor shall retain professional personnel who have successfully and competently provided municipal facility HVAC repair services on projects of similar scope and complexity. It shall be the Contractor's responsibility to provide as required by the City a competitive hourly rate for repairs and service of all aspects of HVAC systems in City defined facilities. All requested HVAC repairs /service shall be provided in accordance with the highest standards of the Industry, skill, workmanship, applicable trade practices, meet warranties and in conformance to all applicable laws, codes and regulations. The successful Proposer's maintenance and repairs program for the Police Department Headquarters, and repairs as needed program for all facilities shall, at a minimum, include but not be limited to the specifications outlined herein. Services to be Provided It Is the Proposer's responsibility to provide service proposals as required of HVAC trades, central plant chiller systems, air handlers, and automation systems as needed, and all requested services are to be compliant with all Federal, State, CARS, AQMD, OSHA and all other applicable regulatory requirements. Pricing Tabulation Sheets Prices as stated on the RFP 15 -114 Pricing Sheet (Page 37) shall be for HVAC maintenance at the Police Department Headquarters only, and for repairs as needed at all facilities, HVAC Repair Staffing The Contractor shall provide staffing levels sufficient to provide a high level of customer service, program support, HVAC maintenance and repair at designated City facilities as required: Staffing should include staff certified and proficient in the complete maintenance and repair of Centrifugal Chiller systems, air handlers, pneumatic and DDC systems, walk In refrigerators and freezers, and a variety of package HVAC units. Additionally, service levels shall provide the capacity to respond expeditiously to situations involving the health and safety of employees and /or the public; comfort and operational capability of any public meeting space. Routine repairs, service requests or other non- urgent tasks shall be completed by journey level staff. The journey -level worker(s) shall be proficient in the following trades: • All mechanical, electronic and pneumatic aspects of chilled water systems • Centrifugal chiller systems VFD drives • Air handling systems • The interface and control of HVAC control systems Walk in refrigerators / freezers / evidence freezers Billable Work All requested work shall be considered billable hours and will require that a competitive estimate for that proposed work be provided to the City Representative for consideration and approval prior to work being completed. Facilities HVAC Service, Maintenance and Repairs 15 -114 22b- 56 SBCUrltV Background Check of Personnel Contractor is required t o provide security checks for all personnel assigned to work under this contract. Security checks will be coordinated through Santa Ana Police Department. SAPID will conduct security checks of all personnel assigned to work at SAPD. The records check may include finger printing; Department of Justice system check for wanted persons, California Driver's License check, Orange County warrant check and review of any local record. The City will be responsible for the costs associated with this process. Additional checks will be required for all new employees during the lifetime of the contract and all expenses shall be borne exclusively by the contractor. The City reserves the right to approve /refuse any prospective employees of the contractor as a result of the background check. The following information must be provided to the City Representative no less than 30 days prior to any employee's start of work: a. Full Legal Name b. Social Security Number c. California Driver's License or ID Number d. Birth Date e. Current Valid Address Damages The Contractor will be responsible for all damages to the facility or contents caused by Contractor, their staff, or by subcontractors during the performance of this contract. Tools & Equipment The contractor shall furnish and maintain all equipment necessary for properly service HVAC systems in City buildings. The City of Santa Ana reserves the right to inspect equipment to be used to perform services under this contract. Failure to provide regulatory compliant equipment for carrying out all requirements of this contract may be grounds for termination of the contract. EmergeneV Call Out Service It is highly desirable that the awarded Contractor provide 24 -hour emergency service as needed in all aspects of HVAC emergency repair for Santa Ana Police Department and various other facilities, as included in this specification. Hours shall be Monday through Friday 6:OOpm to 6:OOam and 24 -hours each day on weekends and holidays. Contractor shall have working personnel on -site within 1 hour of the call -out, or respond by telephone to the City Representative within 1/2 hour if the problem is correctable through the use of a computer /modem to alleviate the source of complaint. HEATING - VENTILATION -AIR CONDITIONING (HVAC) SERVICE, REPAIR, MAINTENANCE AND MONITORING AS REQUIRED Contractor may be required to respond to indoor temperature complaints and provide expeditious correction and record complaints and corrections at all City facilities, Contractor shall be proficient in HVAC control systems. Contractor may be required to inspect all HVAC systems at least twice each year, with seasonal start -up and run inspections performed and documented. Contractor may be required to provide oversight and documentation of Seasonal Preventative Maintenance of chillers and boilers at the Police Headouarters Facility only; with service to be provided by Proposer. Contractor may be requested to perform the following services: • For cooling towers - may be required to disassemble screens and access panels for inspection, inspect the tower fill, support structure, sump and spray nozzles, fill valve, gear box, Facilities HVAC Service, Maintenance and Repairs 16 -114 Pa e 9 22 -57 drive coupling, fan blades, and motor bearings, clean starter and cabinet, inspect wiring, check motor starter contacts for wear and proper operation, megger test the motor and log readings, and check the condition of the contactor; and log observations. • For pumps - may be required to lubricate bearings, Inspect couplings, check for leaks, and Investigate unusual noises. • Contractor may be required to perform air - handling unit maintenance and repair which includes but is not limited to; all services recommended by manufacturer. Additional Contractor Requirements • Contractor shall show evidence of presently serving other municipal customers. Contractor shall hold current C10 and C20 licenses. • Contractor shall provide HVAC employees that; possess a State of California Joint Journeyman Apprentice Training Center Certification; Automation Specialists that are continually factory trained on Automation System, and must be able to provide monthly operator coaching of select personnel, certified in servicing Centrifugal Chillers and Allen Bradley, ABB Drives. • Contractor shall provide the City with full -time journeyman -level mechanical personnel and factory- trained automation specialists. • Service specialists and technicians shall normally be dispatched from a local headquarters or branch within a 20 -mile radius from the City Boundary line of the City of Santa Ana as defined in the most current Thomas Guide Map. • Contractor may be required to provide HVAC data protection and recovery services, control loop tuning for the City's automation system. • Contractor shall provide emergency access 24 hours a day, 7 days a week. For Johnson Controls, contractor must be available by phone during normal business hours for consultation and emergency assistance. • Contractor shall supply their staff with their agency uniform and photo identification tags that will be worn at all times. Uniforms shall display the Contractor logo, and employee first or last name shall be clearly visible. • Contractor shall provide MSDS sheets to City in a complete "Right to Know" binder for all products used in City facilities. City will determine location of "Right to Know" books. Facilities HVAC Service, Maintenance and Repairs 15 -114 Pa e 10 226 -58 SPECIFIC_ SERVICES — ALL Periodic Maintenance Applies to Police Headquarters Facility Only Maintenance as Requested Proposer may be required to perform preventive maintenance in accordance with a program of standard routines as determined by your experience, equipment application, and equipment operating hours that are recommended by each equipment manufacturer and location. This service is designed to optimize the reliability and efficiency of the equipment, extend the useful life of the City's equipment, and provide proactive Indications of excessive wear and damage to HVAC systems before a catastrophic failure occurs during the next operating season. Proposer will also provide recommendations for additional service(s) that will better enhance equipment performance. Air Cooled Condenser Coil Cleaning The proposer may be required to p r o v i d e t h i s s e r v i c e t o Improve airflow across condenser coils, improve heat transfer and extend the life of the compressors. Coil cleaning consists of cleaning the outside surface of the condensing unit coils to remove any airborne particles, dirt build -up by using a brush, high pressure air, chemical with low pressure wash or chemical with high pressure wash based on the condition of outside environment and coil accessibility. Evaporator Coil Cleaning Proposer may be required to clean air handling unit evaporator coils so as to Improve air circulation in the air distribution system, and reduce dust and dirt that is in the system. Coils will be cleaned at a time that is mutually agreeable between the proposer and the City Representative. Coil cleaning consists of cleaning the surface of the evaporator coil to remove dust and dirt particles that have collected on the evaporator coil. Coils will be cleaned using a vacuum cleaner and /or other devices that facilitate the proper cleaning of the coil. Refrigerant OII Analysis as Required Proposer may be required to perform Spectro- Chemical Refrigerant Oil Analysis and trend oil condition that identifies contaminants and possible system malfunctions caused by wear of moving parts, such as bearings and shafts. This predictive wear analysis provides early identification of problems prior to them becoming unplanned and costly. Based on the oil analysis results, proposer will recommend when oil changes are needed, and may make other recommendations regarding the operation and maintenance of your chiller plant. This service reduces the amount of waste oil generated. Cooling Tower Drain & Refill as Required Proposer may be required to remove the condenser water from HVAC systems after the cooling season to prevent possible damage and expensive repairs caused by water freezing during winter months, and refill the system prior to spring start -up. The equipment included under this service is itemized in the HVAC Equipment List. Operating Inspection as Required Proposer may be required to provide this service to assure that mechanical equipment continues to operate efficiently with minimal operating disruptions during the operating season. Proposer may be required to provide routine operating inspeciion(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation, Operating Inspection — Heating as Required Facilities I-IVAC Service, Malntenanco and Repairs 15 -114 Page 11 22B -59 The proposer may be required to provide this service to assure mechanical equipment continues to operate efficiently, safely and with minimal operating disruptions during the operating season. The City Representative will provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This servicewill focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Operating Inspection — Cooling as Required This service may be required to assure mechanical equipment continues to operate efficiently, safely and with have minimal operating disruptions during the operating season. Proposerwill provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as recommended by the equipment manufacturer's published recommendations, equipment application, and location. This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation, Equipment Tasking as Required The following tasks may be requested on an as needed basis, These tasks are designed to maintain the equipment in an optimum operating condition so that the equipment will operate reliably and efficiently. Reciprocating Compressors: 1. Perform annual Spectro- Chemical oil analysis test. 2. Preventive maintenance shall be performed as required. 3. Lock -out and Tag -out equipment as required. 4. Check all electrical wiring and connections and tighten as required. 5. Check starter contactor surfaces for wear as required. 6, Visually leak check compressor and associated refrigerant piping as required. 7. Clean exterior of compressor as required. B. Check operation of crankcase heater as required. 9. Meg -ohm motor from starter and record as required. 10. Check and calibrate all safety and cut -out devices as required. 11. Check and adjust compressor capacity controls as required. 12. Check, calibrate and adjust all operational controls as required. 13. Exhaust Fans: 1. Preventative Maintenance as required. 2. Lock -out and Tag -out equipment as required. 3. Check all electrical wiring and connections and tighten as required. 4. Check all motor starter contactor surfaces for wear as required. 5. Clean starter and electrical control enclosures as required. 6. Lubricate motor bearings and fan bearings as required. 7. Check exhaust fan belts for wear, replace as required. B. Check belt tension and sheave alignment and adjust as required. 9. Inspect exhaust fan unit assembly as required. 10. Check all mounting hardware and tighten as required. Pneumatic Air Compressor: 1. Inspect unit, check for rust spots, oil leaks & general condition of unit as required. 2. Drain tank, check auto drain as required, 3. Check belt, adjust tension & sheave alignments, and replace belt as required. 4. Meg -ohm and record, as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 12 22B -60 5 Check starter wiring & contacts as required. 6. Check motor amperage & voltage as required. 7. Check Intake air filter, replace as required, Air Handlers: 1. Provide four (4) quarterly inspections and maintenance for (46) Air Handlers 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections as required. 6. Check belts, adjust or replace as needed. 7. Check pulley sheave alignment, adjust as required. 8. Meg -Ohm motor and record annually. 9. Check fan metor(s) amps. 9. Clean and lubricate unit motor bearings and fan bearings. 10. Check operation of economy dampers. 11. Lubricate all dampers and linkages as necessary. 12. Check operation of static vane (if applicable) 13. Visually check all coils for leaks (Annually) 14. Check and record all coil delta T (Annually) 15. Inspect all mounting hardware, tighten as needed. Multi -zone Air Handlers: 911 Dispatch Area 1. Provide annual Preventive Maintenance Inspection on two (2) York Air Handlers. 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5. Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7. Check operation of static vane or dampers as required. 8. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Package Chiller: 1. Lock -out and Tag -out equipment as required. 2. Check condenser / Barrel tubes as required. 3. Check Chiller barrel tube as required. 4. Check and record unit amp draw as required. 5. Check unit Voltage and Record as required. 6. Check unit pressures and record as required. Chiller with Reciprocating Compressors 1. Provide annual vibration analysis for two (2) York Chillers. 2. Provide annual leak test for two (2) York Chillers. 3. Provide four (4) quarterly inspections and maintenance for two (2) York Chillers. 4. Provide chiller controls coolant for two (2) York Chillers 3, Visually inspect equipment condition and operation as required. 4. Check for unusual vibration, noise, excessive temperatures & refrigerant leaks as required. 5. Check unit voltage and record as required. 6, Check unit operate and records as required, 7. Check unit operating hours and record as required. 8. Check condenser pressure and record as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 13 22B -61 9. Check evaporator pressure and record as required. 10. Check oil sump sight glass as required. 11. Record chilled water inlet temperature. 12, Record chilled water outlet temperature as required. 13. Check condenser water inlet as required. 14. Check condenser water outlet temperature as required. 15. Check compressor starter contacts for abnormal wear as required. Variable Frequency Drive; 1. Check unit operation quarterly as required. 2. Check fault history report as required. 3. Check operation of manual bypass as required. 4. Verify drive signal increase and decrease as required. 5. Check and tighten all electrical connections as required. 6, Check starter contacts for wear as required. Computer Room Alr Conditioning Units: 1. Check all electrical wiring and connection as required. 2. Check and replace filters as required. 3. Check all electrical wiring and connections; tighten as required 4. Check starter contactor surfaces for wear as required. 5. Check compressor amps and record as required. 6. Check sight glass for moisture level as required. 7. Check operation of crankcase heater as required. 8. Lubricate condenser fan motor and fan bearings as required. 9. Check condition of condenser coil, clean as required. 10. Check belts for wear, replace as required. 11. Check and adjust compressor capacity controls as required. 12. Lubricate Indoor fan motor and bearings as required. 13. Check humidifier for proper operation as required. 1. Provide annual Preventive Maintenance Inspection on two (2) Bryan Boilers. 2. Provide annual Preventive Maintenance Inspection on four (4) Hot Water Boilers. 3, Check boilers for proper operation as required. 4. Check and use boiler viewport to check main burner flame as required. 5. Turn off and secure boiler as required, 6. Check boilers for any unusual noise or vibration as required. 7. Inspect gaskets for any signs of leaks as required. 8. Examine the venting system as required. 9. Remove and / or inspect gas pilot assembly, reinstall in accordance according to factory specifications and tolerances. 10. Check boiler circulating pumps for proper operation and lubricate as required. 11. Check flame safeguard control for pilot and main flame ignition as required. 12. Check operation of blower motor and circuitry as required. 13, Chock operation of gas valves and vents as required. 14. Inspect and tighten all electrical connections as required 15. Chock and adjust all boiler limit pressure controls and running interlocks as required. 16. Check operation and adjust low water controls as required. 17. Check burner, pilot and main flame ignition as required. 18. Check and oil combustion air fan as required. 19. Check expansion tank and site glass as required Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 14 22B -62 20. Check and record all entering and leaving water temperatures and pressures as required, 21. The equipment room shall be left in the same clean condition as existed prior to start of the work. 22. Refer to equipment 0 &M manual for any maintenance clarifications. Cooling Tower: 1, Provide four (4) quarterly inspections and maintenance. 2. Preventive maintenance as required. 3. Lack -out and Tag -out equipment as required. 4, Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections. 6. Check gear reducer and couplings. 7. Meg -Ohm motor and VFD's. 8. Check fan balance and motor(s) amps. 9. Clean and lubricate unit motor bearings and fan blades. 10. Check operation of media and flow. 11. Lubricate all dampers and linkages as necessary. Chilled Water Pumps 1. Check pump and motor operation. 2. Check fault history report as required. 3. Check and operate bypass valves. 4. Checks and verify strainers for optimum flow. 5. Check and tighten all electrical connections as required 6. Check starter contacts for wear as required. 7. Check and record motor amp. 8. Lube and grease motor bearings as needed. Johnson Controls: 1. Inspect and repair NCU 1 to NCU 12 for optimum operations. 2. Inspect and repair as needed 46 air handler controls. 3. Inspect all damper motors controls and set points. 4. Provide JCI parts as needed. 5. Check and calibrate all safety and cut -out devices as required. 6. Check and adjust programming as required. 7. Inspect Energy Management System (EMS) data base and adjust as needed. Shooting Range 1. Perform annual air balancing per requirements, 2. Perform inspection and maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5. Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7, Check operation of static vane or dampers as required. 8, Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Freezers and /or Refrigerators 9. Check all operation, electrical, condensers, evaporators and refrigeration. 10. Check starter contactor surfaces for wear as required. 11. Check compressor amps and record as required. 12. Check sight glass for moisture level as required. _ Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 15 22B -63 13. Check operation of crankcase heater as required. 14, Lubricate condenser fan motor and fan bearings as required. 15. Check condition of condenser coils, clean as required. 16. Check belts for wear, replace as required. 17. Check and adjust compressor rapacity controls as required. 18. Lubricate indoor fan motor and bearings as required. HVAC SERVICES — Pneumatic Applies to Police Headquarters FacilityOnI Preventive Maintenance as Required Proposer may be required to provide preventative maintenance on Pneumatic Air Compressors that responds to changes in mechanical component performance, building use, and climatic conditions. Service shall be in accordance with a program of standards as recommended by equipment manufacturers' recommendations. HVAC SERVICES - Water Treatment Applies to Police Headquarters Facility Only Water Treatment Services as Required Proposer may be required to provide Industrial water treatment to identify four main problem areas: scaling, corrosion, microbiological activity and disposal of residual wastewater. Water treatment services will extend equipment life, provide operational efficiency, minimize downtime and control water born disease such as Legionnaires' disease. HVAC SERVICES - Infrared Service Anplies to Police Headquarters Faculty Only Infrared Electric Panel Inspection as Required The infrared inspection may be requested as it is an important form of non - destructive testing that has become an Indispensable predictive maintenance tool for electrical service panels. It shall be performed with a portable infrared imaging system; equipment that detects infrared energy (heat) emitted from an object and displays it as a dynamic thermal image. Using the IEEE /ANSI Standard, this inspection aids in the evaluation of component temperatures. Proposer may be required to perform a biennial Infrared scan of main electrical panels. A detailed report will be provided upon completion of onsite scan. ENERGY SERVICES Applies to Police Headquarters Facility Only Energy Optimization Services As Required Proposer may be required to perform a benchmark analysis that compares a building's energy performance against industry- recognized benchmarks and provides facility owners and operators with an objective assessment of facility performance and a valuable starting point to identify and quantify the value of energy conservation efforts. Through the Benchmark Report, Proposer will create an energy baseline and obtain, if applicable, an ENERGY STAR Performance Rating utilizing Energy Star Portfolio Manager to generate a Statement of Energy Performance. This rating compares our building's performance against buildings of similar type and operating characteristics in similar climate zones. This report will provide key data points in addition to an ENERGY STAR Performance Rating including Energy Usage Intensity (EUI), Energy Cost Intensity (ECI), and the facility's Greenhouse Gas Emissions. In addition, Proposer may be required to conduct a detailed analysis of facility interval meter data, when available from site metering and /or the utility provider. This enables us to gain further insight into facility performance, and provide a snapshot report to help understand performance and pinpoint areas for operational efficiency. Based on current energy consumption and prices, Proposer energy analysis will suggest potential improvement measures and quantify the impact on energy usage, cost savings and GHG reductions. Faci HVAC Service, Maintenance and Repairs lities 15 -114 Page 16 22B-64 Technology and Energy Audits Applies to Police Headquarters Facili� Only Proposer may be required to review designated HVAC systems, evaluating the current use of our HVAC Systems and what may have been changed or been modified in our daily facility operation that impacts the effectiveness of the system. Proposer may review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance our current system, and consider what changes, enhancements and /or upgrades should be made to facilitate our future plans. In addition, recommendations should be made about adding and /or modifying applications, sensors, points panels and /or software where needed to improve building operation and performance. Proposer may Interface with the local utility provider to determine possible incentives and rebates. Once the review is completed, a written report of the findings and recommendations may be requested. HVAC EQUIPMENT LIST POLICE DEPARTMENT HEADQUARTERS (Maintenance & Repairs for this facility) 60 Civic Center Plaza Air handlers: 46 Gravity Roof Vents: 15 Small recirculating pumps: 16 Chillers: 2 York Model YTHIJ3E2CRG Building Boilers: 2 Bryan Model RV450- W- FDG -WXL 3,600,000 MGH (1995) Water heater boilers: 4 2 - Model 1250 N 600 ATP -PVI 1,000,000 BTU /HR 2 - Model 1500 N 1500 ATP -PVI 1,200,000 BTU /HR IT Server Room - Air Conditioning Units 1 — Liebert - Model VEZ45A -AAM Ser: 307193 -001 1 — Liebert— Model CDF308LA Remote Condenser Ser: 94009100 2— DataAire— Model DTWV -0532 A/C Units 911 Dispatch Center 1 — York Air Handler Model D2CE240E03646ECC with two (2) compressors and heating Exhaust fans: 52 Large water pumps: 24 Cooling towers: 2 Marley Twin w /20HP Motor & gear reducer Water booster system pumps: 3 A/C units: 8 Large Walk -in Freezers: 6 3 - Model LAHA -032E -TAD -100 (Evidence) 3 - KDlpak AE662806 (Jail Kitchen) Large Refrigerators: 4 1 - Model K55HIJZF (Evidence) 3 - Kolpak Cold Zone (Jail Kitchen) NOTE: York Rotary Chiller YSCBCAS1 -CHA was decommissioned and does not require any attention. Repairs as needed — for these facilities , Time & Materials Only CITY HALL 20 Civic Center Plaza Air Handler #11— 8th Floor Cond 41 Air Handler #10— 7th Floor Cond #2 Air Handler #09— 6th Floor Fluid cooler for Liobort Air Handler #08— 5th Floor Exhaust unit Air Handler #07 — 4th Floor Chiller - AVM Condenser Air Handler #06 — 3rd Floor Restroom exhaust Air Handler #04 — 2nd Floor Fluid cooler for Data Center Air Handler #01 — 1 st Floor Exhaust Air Handler #02— 1st Floor Mezzanine Air Compressor #1 Air Handler #05 — Council Chambers Air Compressor #2 Air Handlers — Basement Data Rooms 1 & 2 Hot Water Pump Chilled Water Pump #1 Flash Tank Chilled Water Pump 92 Roof Exhaust Units (3) Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 17 22B -65 Kq* e\ Sl1l * Trane box car units: 3 Hat Water Pump: 1 Ajax Boiler: 1 Exhaust Fan Split Systems: 4 CENTRAL LIBRARY 26 Civic Center Plaza Air Handler #01 —Basement Chilled Water Pump - basement Air Handler #02 — Basement Hot Water Pump - basement Air Handler #03 — 1 st Floor Children's Area Rooftop exhaust units Basement exhaust CORPORATION YARD - ADMIN 220 Daisy St. 50 -Tan Rooftop HVAC: 1 RAPAC Boiler: 1 5 -Ton Rooftop HVAC: 2 Return Fan Hot Water Pumps: 2 Split Systems: 6 FLEET OPERATIONS 215 Center St. 10 -Ton Ice Bear: 1 Supply Fans: 4 Exhaust Fans 3 -Ton Package Units: 3 STORES WAREHOUSE 10 -Ton Package Units: 2 Exhaust Fans: 4 NEWHOPE LIBRARY 122 Newhope Street 30 -Ton Carrier Package Unit: 1 Split System MCFADDEN LEARNING CENTER 2627 W. McFadden Ave. 15 -Ton Trans Package Units: 2 Split System SANTA ANITA CENTER 300 S. Figueroa St. 3 -Ton Carrier Package Unit: 1 Split System Facilities HVAC Service, Maintenance and Repairs 15 -114, Page 18 22B -66 SANTA ANA SENIOR CENTER 424 W. Third St. 35 -Ton Package Unit: 1 Roof Top Unit SOUTHWEST SENIOR CENTER 2201 W. McFadden Ave. 4 -Ton Package Units: 6 Split System CORBIN CENTER 2215 W. McFadden Ave. 2 -Ton Package Units: 5 5 -Ton Package Units: 2 Split System JEROME CENTER 726 S. Center St. 4 -Ton Package Units: 5 Split System EL SALVADOR CENTER 1825 W. Civic Center Dr. 3 -Ton Package Units: 7 4 -Ton Package Units: 2 1 -Ton Package Unit: 1 Split System SANTA ANA REGIONAL TRANSPORTATION CENTER 1000 W. Santa Ana Blvd, 157 -Ton Chiller Unit: 1 Chiller Air Handlers: 57 GRAND CENTRAL ART CENTER 125 N. Broadway 100 -Ton Chiller Unit: 1 Chiller Air Handlers: 55 Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 19 22B -67 EXHIBIT H CITY OF SANTA ANA REQUEST FOR PROPOSALS 15.114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES RFP PROPOSAL PRICING LIST LICE FACILITY -- 60 Civic C i t rElaga Provide Maintenance & Repair Services: Per Scope of Specific Services (Pages 11-17) and HVAC Equipment List (Pages 17-19) ................ ........................Annual Cost Time and Materials Only For work performed during regular business hours (Mon-Fri 7:00arn to 5:00prn) Regular Technician ...................................... r Journeyman Chiller Mechanic .... 1­1.1 ..... .d..ILI Apprentice Chiller Mechanic ........................$ VO Air Sheet Metal Fabricator . ............................._$ /hr Balancing Technician ..... ..............................$ !hr Materials Markup Percentage Base price source: (MSRP, Wholesale, Dealer, Jobber) Company Name: COMMENTS OR EXCEPTIONS- THIS FORM MUSTBEgQMPLE`r2q AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. Facilities HVAC Service, Maintenance and Repairs 15-114 Page'. Rpi�' go 22B -69 AGREEMENT FOR HVAC SERVICES, MAINTENANCE, AND REPAIR CITY OF SANTA ANA (POLICE ADMINISTRATION AND OTHER CITY FACILITIES) THIS AGREEMENT is made and entered into this 15th day of March, 2016 by and between Trane U.S. Inc. dba Southern California Trane ( "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS A. On October 16, 2015, the City issued Request for Proposal No, 15 414, by which it sought proposals from qualified firms for HVAC services, maintenance, and repair at selected City facilities, B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15 -114 as Exhibit A and that is also attached to this Agreement as Exhibit A. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform those services as may be directed by City at City's sole discretion, as set forth in Exhibit A to this Agreement. Contractor's proposal is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services the rates and charges identified in Exhibit B. The total annual sum to be expended under this Agreement shall not exceed $100,000 during the term of this Agreement. Payment by City shall be made within forty -five of days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City, 3. TERM This Agreement shall commence on March 15, 2016 and terminate on March 14, 2019, unless terminated earlier in accordance with Section I5, below. The term of this Agreement may be extended for one (1) one -year period upon a, writing executed by the City Manager and the City Attorney. 228'%0 4. PREVAILING WAGES Contractor 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. Since the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 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 Contractor under this Agreement ( "Documents & Data "). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting li:om any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, 228 -71 and property damage, in the total amore t of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. c. Worker's Compensation hisurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured anal is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, ernployces, consultants, special counsel, and representatives fiom liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims forpersonal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates 228'%2 to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, darnages, just compensation, restitution, judicial or equitable relief duo 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 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. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor trader this Agreement. All such records and invoices shall be clearly identifiable, Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreerent, 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and fruther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified wider this Agreement, 228 -73 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: To Contractor: Francisco Gutierrez Executive Director Finance and Management City Attorney's Office Services Agency City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M -29) 20 Civic Center Plaza (M -17) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax 714- 647 -6515 Fax 714 - 647 -5406 Trane U.S. Inc. dba Southern. California Trane 17760 Rowland Street City of Industry, CA 91748 Fax: 626.913 -7153 Attn: Kerry Frank A pity may change its address by giving notice in writing to the other party. Thereafter, any commuuication 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 sot forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 13. EXC1LUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized. representative of Contractor. The parties agree that any terms ox conditions of any purchase order or other instr nient that are inconsistent with, or in addition to, the terms 2 28 -74 and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered mull and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions, a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor afrins that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered, in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California,. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other govermnental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain 229 -75 or maintain such permits, licenses, approvals, waivers, and exemptions. Said 'usability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. John . Punk Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director Finance and Management Services Agency CITY OF SANTA ANA David Cavazos City Manager CONTRACTOR: By: Kerry Frank Trane U.S. Inc. dba Southern California Trane Tax ID# 228 -76 EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS 15.114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES SCOPE OF SERVICES & SPECIFICATIONS General Information The Contractor shall retain professional personnel who have successfully and competently provided municipal facility HVAC repair services on projects of similar scope and complexity. It shall be the Contractor's responsibility to provide as required by the City a competitive hourly rate for repairs and service of all aspects of HVAC systems in City defined facilities. All requested HVAC repairs / service shall be provided in accordance with the highest standards of the industry, skill, workmanship, applicable trade practices, meet warranties and in conformance to all applicable laws, codes and regulations, The successful Proposer's maintenance and repairs program for the Police Department Headquarters, and repairs as needed program for all facilities shall, at a minimum, include but not be limited to the specifications outlined herein. Services to be Provided It is the Proposer's responsibility to provide service proposals as required of HVAC trades, central plant chiller systems, air handlers, and automation systems as needed, and all requested services are to be compliant with all Federal, State, CARS, AQMD, OSHA and all other applicable regulatory requirements. Pricing Tabulation Sheets Prices as stated on the RFP 15 -114 Pricing Sheet (Page 37) shall be for HVAC maintenance at the Police Department Headquarters only, and for repairs as needed at all facilities. HVAC Repair Staffing The Contractor shall provide staffing levels sufficient to provide a high level of customer service, program support, HVAC maintenance and repair at designated City facilities as required: Staffing should include staff certified and proficient in the complete maintenance and repair of Centrifugal Chiller systems, air handlers, pneumatic and DDC systems, walk in refrigerators and freezers, and a variety of package HVAC units. Additionally, service levels shall provide the capacity to respond expeditiously to situations involving the health and safety of employees and /or the public; comfort and operational capability of any public meeting space. Routine repairs, service requests or other non - urgent tasks shall be completed by journey level staff. The journey -level worker(s) shall be proficient in the following trades: All mechanical, electronic and pneumatic aspects of chilled water systems • Centrifugal chiller systems • VFD drives • Air handling systems • The interface and control of HVAC control systems • Walk in refrigerators / freezers / evidence freezers Billable Work All requested work shall be considered billable hours and will require that a competitive estimate for that proposed work be provided to the City Representative for consideration and approval prior to work being completed. Facilities HVAC Service, Maintenance and Repairs 15 -114 Pa e 8 229 -77 Security Background Check of Personnel Contractor is required t o provide security checks for all personnel assigned to work under this contract. Security checks will be coordinated through Santa Ana Police Department. SAPID will conduct security checks of all personnel assigned to work at SAPID. The records check may include finger printing; Department of Justice system check for wanted persons, California Driver's License check, Orange County warrant check and review of any local record. The City will be responsible for the costs associated with this process. Additional checks will be required for all new employees during the lifetime of the contract and all expenses shall be borne exclusively by the contractor. The City reserves the right to approve /refuse any prospective employees of the contractor as a result of the background check. The following information must be provided to the City Representative no less than 30 days prior to any employee's start of work: a. Full Legal Name b. Social Security Number c. California Driver's License or ID Number d. Birth Date e. Current Valid Address Damages The Contractor will be responsible for all damages to the facility or contents caused by Contractor, their staff, or by subcontractors during the performance of this contract. Tools & Equipment The contractor shall furnish and maintain all equipment necessary for properly service HVAC systems in City buildings. The City of Santa Ana reserves the right to inspect equipment to be used to perform services under this contract. Failure to provide regulatory compliant equipment for carrying out all requirements of this contract may be grounds for termination of the contract. Emergency Call Out Service It is highly desirable that the awarded Contractor provide 24 -hour emergency service as needed in all aspects of HVAC emergency repair for Santa Ana Police Department and various other facilities, as included in this specification. Hours shall be Monday through Friday 5:00pm to 6:00am and 24 -hours each day on weekends and holidays. Contractor shall have working personnel on -site within 1 hour of the call -out, or respond by telephone to the City Representative within 1/2 hour if the problem is correctable through the use of a computer /modem to alleviate the source of complaint. Contractor may be required to respond to indoor temperature complaints and provide expeditious correction and record complaints and corrections at all City facilities. Contractor shall be proficient in HVAC control systems. Contractor may be required to inspect all HVAC systems at least twice each year, with seasonal start -up and run inspections performed and documented. Contractor may be required to provide oversight and documentation of Seasonal Preventative Maintenance of chillers and boilers at the Police Headquarters Facility only; with service to be provided by Proposer, Contractor may be requested to perform the following services: • For cooling towers - may be required to disassemble screens and access panels for inspection, inspect the tower fill, support structure, sump and spray nozzles, fill valve, gear box, Facilities HVAC Service, Maintenance and Repairs 15 -114 Pa e 9 22 -78 drive coupling, fan blades, and motor bearings, clean starter and cabinet, inspect wiring, check motor starter contacts for wear and proper operation, megger test the motor and log readings, and check the condition of the contactor; and log observations. • For pumps - may be required to lubricate bearings, inspect couplings, check for leaks, and Investigate unusual noises. • Contractor may be required to perform air - handling unit maintenance and repair which includes but is not limited to; all services recommended by manufacturer. Additional Contractor Requirements • Contractor shall show evidence of presently serving other municipal customers. • Contractor shall provide HVAC employees that; possess a State of California Joint Journeyman Apprentice Training Center Certification; Automation Specialists that are continually factory trained on Automation System, and must be able to provide monthly operator coaching of select personnel, certified in servicing Centrifugal Chillers and Allen Bradley, ABB Drives. • Contractor shall provide the City with full -time journeyman -level mechanical personnel and factory- trained automation specialists. • Service specialists and technicians shall normally be dispatched from a local headquarters or branch within a 20 -mile radius from the City Boundary line of the City of Santa Ana as defined in the most current Thomas Guide Map. • Contractor may be required to provide HVAC data protection and recovery services, control loop tuning for the City's automation system. + Contractor shall provide emergency access 24 hours a day, 7 days a week. • Contractor shall supply their staff with their agency uniform and photo identification tags that will be worn at all times. Uniforms shall display the Contractor logo, and employee first or last name shall be clearly visible. + Contractor shall provide MSDS sheets to City in a complete "Right to Know" binder for all products used in City facilities. City will determine location of "Right to Know" books. Facilities HVAC Service, Maintenance and Repairs 15 -114 Pa e 10 226 -79 SPECIFIC „SERVICES — ALL Perlodic Maintenance Applies to Police Headquarters Facility Onlv Maintenance as Requested Proposer may be required to perform preventive maintenance in accordance with a program of standard routines as determined by your experience, equipment application, and equipment operating hours that are recommended by each equipment manufacturer and location. This service is designed to optimize the reliability and efficiency of the equipment, extend the useful life of the City's equipment, and provide proactive indications of excessive wear and damage to HVAC systems before a catastrophic failure occurs during the next operating season. Proposer will also provide recommendations for additional service(s) that will better enhance equipment performance. Air Cooled Condenser Coil Cleaning The proposer may be required to p r o v i d e t h i s s e r vi 1 c e t o improve airflow across condenser coils, improve heat transfer and extend the life of the compressors. Coil cleaning consists of cleaning the outside surface of the condensing unit coils to remove any airborne particles, dirt build -up by using a brush, high pressure air, chemical with low pressure wash or chemical with high pressure wash based on the condition of outside environment and coil accessibility. Evaporator Coil Cleaning Proposer may be required to clean air handling unit evaporator coils so as to improve air circulation in the air distribution system, and reduce dust and dirt that is in the system. Colas will be cleaned at a time that is mutually agreeable between the proposer and the City Representative. Coil cleaning consists of cleaning the surface of the evaporator coil to remove dust and dirt particles that have collected on the evaporator coil. Coils will be cleaned using a vacuum cleaner and /or other devices that facilitate the proper cleaning of the coil. Refrigerant Oil Analysis as Required Proposer may be required to perform Spectro- Chemical Refrigerant Oil Analysis and trend oil condition that identifies contaminants and possible system malfunctions caused by wear of moving parts, such as bearings and shafts. This predictive wear analysis provides early identification of problems prior to them becoming unplanned and costly. Based on the oil analysis results, proposer will recommend when oil changes are needed, and may make other recommendations regarding the operation and maintenance of your chiller plant. This service reduces the amount of waste oil generated. Cooling Tower brain & Refill as Required Proposer may be required to remove the condenser water from HVAC systems after the cooling season to prevent possible damage and expensive repairs caused by water freezing during winter months, and refill the system prior to spring start -up. The equipment included under this service is itemized in the HVAC Equipment List. Operating Inspection as Required Proposer may be required to provide this service to assure that mechanical equipment continues to operate efficiently with minimal operating disruptions during the operating season. Proposer may be required to provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Operating Inspection — Heating as Required Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 11 P _ .A The proposer may be required to provide this service to assure mechanical equipment continues to operate efficiently, safely and with minimal operating disruptions during the operating season. The City Representative will provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as determined by our experience, the equipment manufacturer's published recommendations, equipment application, and location. This servicewill focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Operating Inspection — Cooling as Required This service may be required to assure mechanical equipment continues to operate efficiently, safely and with have minimal operating disruptions during the operating season. Proposerwill provide routine operating inspection(s) to check system performance in accordance with a program of standard routines as recommended by the equipment manufacturer's published recommendations, equipment application, and location. This service will focus on equipment operation, fluid levels, operating and safety controls, and safe equipment operation. Equipment Tasking as Required The following tasks may be requested on an as needed basis. These tasks are designed to maintain the equipment in an optimum operating condition so that the equipment will operate reliably and efficiently. Reciprocating Compressors: 1. Perform annual Spectro- Chemical oil analysis test. 2. Preventive maintenance shall be performed as required. 3. Lock -out and Tag -out equipment as required. 4. Check all electrical wiring and connections and tighten as required. 5. Check starter contactor surfaces for wear as required. 6. Visually leak check compressor and associated refrigerant piping as required. 7. Clean exterior of compressor as required. 8. Check operation of crankcase heater as required. 9. Meg -ohm motor from starter and record as required. 10. Check and calibrate all safety and cut -out devices as required. 11. Check and adjust compressor capacity controls as required. 12. Check, calibrate and adjust all operational controls as required. 13. Exhaust Fans: 1. Preventative Maintenance as required. 2. Lock -out and Tag -out equipment as required. 3. Check all electrical wiring and connections and tighten as required 4. Check all motor starter contactor surfaces for wear as required. 5. Clean starter and electrical control enclosures as required. 6. Lubricate motor bearings and fan bearings as required. 7. Check exhaust fan belts forwear, replace as required. 8. Check belt tension and sheave alignment and adjust as required. 9. Inspect exhaust fan unit assembly as required. 10. Check all mounting hardware and tighten as required. Pneumatic Air Compressor: 1. Inspect unit, check for rust spots, oil leaks & general condition of unit as required. 2. Drain tank, check auto drain as required. 3. Check belt, adjust tension & sheave alignments, and replace belt as required. 4. Meg -ohm and record, as required. r Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 12 22B -81 5. Check starter wiring & contacts as required. 6. Check motor amperage & voltage as required. 7. Check intake air filter, replace as required. Air Handlers: 1. Provide four (4) quarterly inspections and maintenance for (46) Air Handlers 2. Preventive maintenance as required. 3� Lock -out and Tag -out equipment as required. 4. Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections as required. 6. Check belts, adjust or replace as needed. 7. Check pulley sheave alignment, adjust as required. 8. Meg -Ohm motor and record annually, 9. Check fan motors) amps. 9. Clean and lubricate unit motor bearings and fan bearings. 10. Check operation of economy dampers. 11. Lubricate all dampers and linkages as necessary. 12. Check operation of static vane (if applicable) 13. Visually check all coils for leaks (Annually) 14. Check and record all coil delta T (Annually) 15. Inspect all mounting hardware, tighten as needed. Multi -zone Air Handlers: 911 Dispatch Area 1. Provide annual Preventive Maintenance Inspection on two (2) York Air Handlers. 2. Preventive maintenance as required. 3. Lock -cut and Tag -out equipment as required. 4. Check fan motor amps as required. 5, Clean and lubricate components as required. 6. Check operation of economy dampers as required, 7. Check operation of static vane or dampers as required. 8. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Package Chiller: 1. Lock -out and Tag -out equipment as required. 2. Check condenser / Barrel tubes as required. 3. Check Chiller barrel tube as required. 4. Check and record unit amp draw as required. 5. Check unit Voltage and Record as required. 6. Check unit pressures and record as required. Chiller with Reciprocating Compressors 1. Provide annual vibration analysis for two (2) York Chillers. 2. Provide annual leak test for two (2) York Chillers. 3. Provide four (4) quarterly inspections and maintenance for two (2) York Chillers. 4. Provide chiller controls coolant for two (2) York Chillers 3. Visually inspect equipment condition and operation as required. 4. Check for unusual vibration, noise, excessive temperatures & refrigerant leaks as required. 5. Check unit voltage and record as required. 6. Check unit operate and records as required. 7. Check unit operating hours and record as required. 8. Check condenser pressure and record as required. ca��......�. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 13 22B -82 9. Check evaporator pressure and record as required. 10. Check oil sump sight glass as required. 11. Record chilled water Inlet temperature. 12. Record chilled water outlet temperature as required. 13. Check condenser water inlet as required. 14. Check condenser water outlet temperature as required. 15. Check compressor starter contacts for abnormal wear as required. Variable Frequency Drive: 1. Check unit operation quarterly as required. 2. Check fault history report as required. 3. Check operation of manual bypass as required. 4. Verify drive signal increase and decrease as required, 5. Check and tighten all electrical connections as required. 6. Check starter contacts for wear as required. Computer Room Air Conditioning Units: 1, Check all electrical wiring and connection as required. 2. Check and replace filters as required. 3. Check all electrical wiring and connections; tighten as required 4. Check starter contactor surfaces for wear as required. 5. Check compressor amps and record as required. 6. Check sight glass for moisture level as required. 7. Check operation of crankcase heater as required. 8. Lubricate condenser fan motor and fan bearings as required. 9. Check condition of condenser coil, clean as required. 10. Check belts for wear, replace as required. 11. Check and adjust compressor capacity controls as required. 12. Lubricate indoor fan motor and bearings as required. 13. Check humidifier for proper operation as required. Boilers 1. Provide annual Preventive Maintenance Inspection on two (2) Bryan Boilers, 2. Provide annual Preventive Maintenance Inspection on four (4) Hot Water Boilers, 3. Check boilers for proper operation as required. 4. Check and use boiler viewport to check main burner flame as required. 5. Turn off and secure boiler as required. 6. Check boilers for any unusual noise or vibration as required. 7. Inspect gaskets for any signs of leaks as required, 8. Examine the venting system as required. 9. Remove and / or inspect gas pilot assembly, reinstall in accordance according to factory specifications and tolerances. 10. Check boiler circulating pumps for proper operation and lubricate as required. 11. Check flame safeguard control for pilot and main flame ignition as required. 12. Check operation of blower motor and circuitry as required. 13. Check operation of gas valves and vents as required. 14. Inspect and tighten all electrical connections as required 15. Check and adjust all boiler limit pressure controls and running interlocks as required. 16. Check operation and adjust low water controls as required. 17. Check burner, pilot and main flame ignition as required. 18. Check and oil combustion air fan as required. 19. Check expansion tank and site glass as required Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 14 22B -83 20. Check and record all entering and leaving water temperatures and pressures as required. 21. The equipment room shall be left in the same clean condition as existed prior to start of the work. 22. Refer to equipment O &M manual for any maintenance clarifications. Cooling Tower: 1. Provide four (4) quarterly inspections and maintenance. 2. Preventive maintenance as required. 3. Lock -out and Tag -out equipment as required, 4. Check starter contacts for excessive wear as needed. 5. Tighten all starter wire connections. 6. Check gear reducer and couplings. 7. Meg -Ohm motor and VFID's. 8. Check fan balance and motor(s) amps. 9. Clean and lubricate unit motor bearings and fan blades. 10. Check operation of media and flow. 11. Lubricate all dampers and linkages as necessary. Chilled Water Pumps: 1. Check pump and motor operation. 2. Check fault history report as required. 3. Check and operate bypass valves. 4. Checks and verify strainers for optimum flow. 5. Check and tighten all electrical connections as required 6. Check starter contacts for wear as required. 7. Check and record motor amp. 8. Lube and grease motor bearings as needed. Johnson Controls: 1. Inspect and repair NCU 1 to NCU 12 for optimum operations. 2. Inspect and repair as needed 46 air handler controls. 3. Inspect all damper motors controls and set points. 4. Provide JCI parts as needed, 5. Check and calibrate all safety and cut -out devices as required. 6. Check and adjust programming as required. 7. Inspect Energy Management System (EMS) data base and adjust as needed. Shooting Range: 1. Perform annual air balancing per requirements. 2. Perform inspection and maintenance as required. 3. Lock -out and Tag -out equipment as required. 4. Check fan motor amps as required. 5. Clean and lubricate components as required. 6. Check operation of economy dampers as required. 7. Check operation of static vane or dampers as required. B. Check operation of zone dampers as required. 9. Check and adjust operating and safety controls as required. Freezers and /or Refrigerators 9. Check all operation, electrical, condensers, evaporators and refrigeration. 10. Check starter contactor surfaces for wear as required. 11. Check compressor amps and record as required. 12. Check sight glass for moisture level as required. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 15 13. Check operation of crankcase heater as required. 14. Lubricate condenser fan motor and fan bearings as required. 15. Check condition of condenser coils, clean as required. 16. Check belts for wear, replace as required. 17. Check and adjust compressor capacity controls as required. 18. Lubricate indoor fan motor and bearings as required. HVAC SERVICES — Pneumatic Applies to Police Headquarters Facility Oniv Preventive Maintenance as Required Proposer may be required to provide preventative maintenance on Pneumatic Air Compressors that responds to changes in mechanical component performance, building use, and climatic conditions. Service shall be in accordance with a program of standards as recommended by equipment manufacturers' recommendations. HVAC SERVICES - Water Treatment Applies to Police Headquarters Facility Only Water Treatment Services as Required Proposer may be required to provide Industrial water treatment to identify four main problem areas: scaling, corrosion, microbiological activity and disposal of residual wastewater. Water treatment services will extend equipment life, provide operational efficiency, minimize downtime and control water born disease such as Legionnaires' disease. HVAC SERVICES . Infrared Service Applies to Police Headquarters Facility Oniv Infrared Electric Panel Inspection as Required The infrared inspection may be requested as it Is an important form of non - destructive testing that has become an indispensable predictive maintenance tool for electrical service panels. It shall be performed with a portable infrared imaging system; equipment that detects infrared energy (heat) emitted from an object and displays it as a dynamic thermal image. Using the IEEE /ANSI Standard, this inspection aids In the evaluation of component temperatures. Proposer may be required to perform a biennial Infrared scan of main electrical panels. A detailed report will be provided upon completion of onsite scan. ENERGY SERVICES Applies to Police Headquarters Facility Only Energy Optimization Services As Required Proposer may be required to perform a benchmark analysis that compares a building's energy performance against industry - recognized benchmarks and provides facility owners and operators with an objective assessment of facility performance and a valuable starting point to identify and quantify the value of energy conservation efforts. Through the Benchmark Report, Proposer will create an energy baseline and obtain, if applicable, an ENERGY STAR Performance Rating utilizing Energy Star Portfolio Manager to generate a Statement of Energy Performance. This rating compares our building's performance against buildings of similar type and operating characteristics in similar climate zones. This report will provide key data points in addition to an ENERGY STAR Performance Rating including Energy Usage Intensity (EUI), Energy Cost Intensity (ECI), and the facility's Greenhouse Gas Emissions. In addition, Proposer may be required to conduct a detailed analysis of facility interval meter data, when available from site metering and /or the utility provider. This enables us to gain further insight into facility performance, and provide a snapshot report to help understand performance and pinpoint areas for operational efficiency. Based on current energy consumption and prices, Proposer energy analysis will suggest potential improvement measures and quantify the impact on energy usage, cost savings and GHG reductions. Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 16 22B -85 Technology and Energy Audits Applies to Police Headquarters Facility Only Proposer may be required to review designated HVAC systems, evaluating the current use of our HVAC Systems and what may have been changed or been modified in our daily facility operation that impacts the effectiveness of the system. Proposer may review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance our current system, and consider what changes, enhancements and /or upgrades should be made to facilitate our future plans. In addition, recommendations should be made about adding and /or modifying applications, sensors, points panels and /or software where needed to improve building operation and performance. Proposer may Interface with the local utility provider to determine possible incentives and rebates. Once the review is completed, a written report of the findings and recommendations may be requested. HVAC EQUIPMENT LIST POLICE DEPARTMENT HEADQUARTERS (Maintenance & Repairs for this facility) 60 Civic Center Plaza Air handlers: 46 Gravity Roof Vents: 15 Small recirculating pumps: 16 Chillers: 2 York Model YTHIJ3E2CRG Building Boilers: 2 Bryan Model RV460- W- FDG -WXL 3,600,000 MGH (1995) Water heater boilers: 4 2 - Model 1250 N 600 ATP -PVI 1,000,000 BTU /HR 2 - Model 1500 N 1500 ATP -PVI 1,200,000 BTU /HR IT Server Room - Air Conditioning Units 1 — Liebert - Model VEZ45A -AAM Ser: 307193 -001 1 — Liebert — Model CDF308LA Remote Condenser Ser: 94009100 2 — DataAire — Model DTWV -0532 A/C Units 911 Dispatch Center 1 — York Air Handler Model D2CE240E03646ECC with two (2) compressors and heating Exhaust fans: 52 Large water pumps: 24 Cooling towers: 2 Marley Twin w /20HP Motor & gear reducer Water booster system pumps: 3 A/C units: 8 Large Walk -in Freezers: 6 3 - Model LAHA - 032E -TAD -100 (Evidence) 3 - Kolpak AE06280B (Jail Kitchen) Large Refrigerators: 4 1 - Model K55HIJZF (Evidence) 3. Kolpak Cold Zone (Jail Kitchen) NOTE: York Rotary Chiller YSCBCAS1 -CHA was decommissioned and does not require any attention. Repairs as needed —for these facilities - Time & Materials Only CITY HALL 20 Civic Center Plaza Air Handler #11 — 8th Floor Air Handler #10— 7th Floor Air Handler #09— 6th Floor Air Handler #08 — 5th Floor Air Handler #07 — 4th Floor Air Handler #06 — 3rd Floor Air Handler #04 -- 2nd Floor Air Handler #01 — 1st Floor Air Handler #02 — 1st Floor Mezzanine Air Handler #05 — Council Chambers Air Handlers — Basement Data Rooms 1 & 2 Chilled Water Pump #1 Chilled Water Pump #2 Cond #1 Cord #2 Fluid cooler for Liebert Exhaust unit Chiller - AVM Condenser Restroom exhaust Fluid cooler for Data Center Exhaust Air Compressor #1 Air Compressor #2 Hot Water Pump Flash Tank Roof Exhaust Units (3) Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 17 Rp ROSS ANNEX Trane box car units: 3 Ajax Boller: 1 Split Systems: 4 CENTRAL LIBRARY 26 Civic Center Plaza Air Handler #01 — Basement Air Handler #02 -- Basement Air Handler #03 -- 1st Floor Children's Area Basement exhaust CORPORATION YARD - ADMIN 220 Daisy St. 50 -Ton Rooftop HVAC: 1 5 -Tan Rooftop HVAC: 2 Hot Water Pumps: 2 FLEET OPERATIONS 215 Center St. 10 -Tan Ice Bear: 1 Exhaust Fans STORES WAREHOUSE 10 -Ton Package Units: 2 Exhaust Fans: 4 NEWHOPE LIBRARY 122 Newhope Street 30 -Ton Carrier Package Unit: 1 Split System MCFADDEN LEARNING CENTER 2627 W. McFadden Ave. 15 -Ton Trane Package Units: 2 Split System SANTA ANITA CENTER 300 S. Figueroa St. 3 -Ton Carrier Package Unit: -1 Split System Hot Water Pump: 1 Exhaust Fan Chilled Water Pump - basement Hot Water Pump - basement Rooftop exhaust units RAPAC Boiler: 1 Return Fan Split Systems: 6 Supply Fans: 4 3 -Ton Package Units: 3 Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 18 22B -87 SANTA ANA SENIOR CENTER 424 W. Third St. 35 -Ton Package Unit: 1 Roof Top Unit SOUTHWEST SENIOR CENTER 2201 W. McFadden Ave. 4 -Ton Package Units: 6 Split System CORBIN CENTER 2215 W. McFadden Ave. 2 -Tan Package Units: 5 5 -Ton Package Units: 2 Split System JEROME CENTER 726 S. Center St. 4 -Ton Package Units: 5 Split System EL SALVADOR CENTER 1825 W. Civic Center Dr. 3 -Ton Package Units: 7 4 -Ton Package Units: 2 1 -Ton Package Unit: 1 Split System SANTA ANA REGIONAL TRANSPORTATION CENTER 1000 W. Santa Ana Blvd. 157 -Ton Chiller Unit: 1 Chiller Air Handlers: 57 GRAND CENTRAL ART CENTER 125 N. Broadway 100 -Ton Chiller Unit: 1 Chiller Air Handlers: 55 Facilities HVAC Service, Maintenance and Repairs 15 -114 Page 19 r - •• EXHIBIT 'B CITY OF SANTA ANA REQUEST FOR PROPOSALS 15.114 FOR FACILITY HVAC SERVICE, MAINTENANCE AND REPAIRS AT VARIOUS CITY FACILITIES RFP PROPOSAL PRICING LIST POLICE FACII„ I')'Y — 60 Civic Center Plaza Provide Maintenance & Repair Services: Per Scope of Specific Services (Pages 11.17) and HVAC Equipment List (Pages 17.19) ............... .........................Annual Cost $ 141, Lot, r'1 p Time and Materials Only For work performed during regular business hours (Mon-Frl 7:00am to 5:00pm) Regular Technician ........ ..............................$ 122,00 /hr Journeyman Chiller Mechanic ......................$ ! 4qq;15. r)0 /hr Apprentice Chiller Mechanic ........................$ 122, 60 /hr Sheet Metal Fabricator .. ..............................$ %:Z, (20 /hr Balancing Technician ..... ..............................$ /� �r 0 0 /hr Materials Markup Percentage (ar Base price source: Gv 0r- V I 0 (MSRP, Wholesale, Dealer, Jobber) -° �r Company Name: laws -5 tDRA COMMENTS OR EXCEPTIONS: THIS FORM MUST BE COM> PL9TED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. Facliities HVAC service, tena Mainnce and Repairs 15 -114 Page Rp - . . 22B -90 y1il is1I1:C*71Ai'i144if1Crls7_ 1111 A MARCH 15, 2016 TITLE: PAYMENT AUTHORIZATION TO AMERICAL CONSTRUCTION MANAGEMENT GROUP FOR TERMITE DAMAGE REPAIRS (SPEC. NO. 16 -028) (STRATE � P 6,2) CITY MANAGER RECOMMENDED ACTION CLERIC OF COUNCIL USE ONLY: Iu]];m c ❑ As Recommended ❑ As Amended El Ordinance on 1e' Reading ❑ Ordinance on 2nd Reading M Implementing Resolution ® Set Public Hearing For CONTINUED TO FILE NUMBER Authorize payment to Americal Construction Management Group in the amount of $12,190 for repairs to remediate termite damage to the log cabin at Santiago Park, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On April 4, 2015 the roof and exterior of the log cabin at Santiago Park was damaged by a fire, which required the replacement of the roof shingles. During the replacement of the roof shingles, City inspectors discovered termite damage to the wood supporting the roof shingles. Competitive quotes to repair the termite damage were obtained and a purchase order was issued to the lowest bidder, Americal Construction Management Group, in the amount of $20,810.50 on 1/12/16. During these repairs, more extensive termite damage was encountered concealed in the roof substructure. Additional expenses in the amount of $12,190.00 were necessary to complete the roof substructure repairs. Total amount of expenses for termite damage are $33,000.50. See the illustration below: Initial Cost Estimate $20,810.50 —purchase order issued 1/12/16 Additional Damage $12,190.00 — request for Council Approval (3/15/16) Total Termite Damage costs $33,000.50 While the expenses directly attributable to the fire will be covered by the City's property insurance carrier, the termite damage is considered pre- existing and therefore, not covered by the City's insurance policy. 22C -1 Payment Authorization for Americal Construction Group for Termite Damage Repairs March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment), FISCAL IMPACT Funds in the amount of $12,190 are available in FY 2015 -16 Recreation Community Services — Facilities Maintenance account (01113260 - 62320). ''-'c '41- 0,/ Gerardo Mouet Executive Director Parks, Recreation & Community Services BM /ds /sp APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez -Ikl Executive Director Finance & Management Services Agency 22Ci -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AWARD CONTRACT FOR CONSTRUCTION OF MEMORY LANE / SANTA ANA RIVER PARK (PROJECT NO. 15 -2647) (STRATEGIC PLAN NO. 6, 1G) { CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordlnance on 1" Reading ® Ordlnance on 2°d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to award and execute a construction contract to Lehman Construction, Inc., the lowest responsible bidder, in accordance with the base bid plus additive Alternates 1, 2, 3, 4, and 6, in the amount of $859,172, for the term beginning upon execution of the contract and ending June 30, 2016, for the construction of the Memory Lane /Santa Ana River Park, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve the Project Cost Analysis for a total estimated project delivery cost of $1,073,900, which includes the contract base plus additive Alternates 1, 2, 3, 4, and 6; administration; inspection; testing; and an authorized contingency of $85,917. DISCUSSION The proposed project, Memory Lane /Santa Ana River Park, is a new neighborhood park involving the development of a City -owned one -half acre property located at the Santa Ana northern city limits next to the Vista Del Rio Housing Community. The site is bordered on the north by Memory Lane and is adjacent to the Santa Ana River regional bicycle, equestrian, and jogging trail (Exhibit 1). The new park includes a bike and equestrian rest stop, a shade structure, picnic area, a themed playground, security lighting, drought tolerant plants, and an exercise fitness area. This project was included in the approved FY 2015 -16 Capital Improvement Program and the recommended award will deliver these improvements. Once completed, the park and its amenities will add to the social, environmental, economic, health, and well -being of the community. A Notice Inviting Bids was advertised on February 5 and 12, 2016, and bids were opened on February 24, 2016. The following is a summary of the bid invitations made and the bids received: 23A -1 Award Contract for Construction of Memory Lane /Santa Ana River Park March 15, 2016 Page 2 Contractor Participation Data Santa Ana contractors receiving notices 18 Contractors requesting bidding documents 22 Bids received 10 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID AMT 1 Lehman Construction, Inc. Tustin $526,056 2 C.S. Legacy Construction, Inc. Pomona $593,332 3 Principles Contracting, Inc. Riverside $625,833 4 Marina Landscape, Inc. Orange $685,595 5 Green Giant Landscape, Inc. La Habra $708,400 6 Excel Paving Company Long Beach $731,272 7 Kasa Construction Chino $774,898 8 Beador Construction Company, Inc. Corona $835,700 9 Patriot Contracting & Engineering Yorba Linda $902,703 10 Minko America Corporation Gardena $957,506 Ten bids were received and all ten were considered responsive. Lehman Construction, Inc., submitted the lowest responsive bid (Exhibit 2). The advertised bid document was divided into a base bid and several alternates. The base bid was used to identify the low bidder, and the alternates could be used in any combination to maximize the use of the project grant funds. Lehman Construction, Inc. submitted a base bid in the amount of $526,056 and additive Alternates 1, 2, 3, 4, and 6 in the amount of $369,116 for a total amount of $859,172. The total estimated delivery cost of this project, which includes construction, contract administration, inspection, testing and contingencies is $1,073,900. Staff proposes awarding a contract to Lehman Construction, Inc., in the amount of $859,172, which includes the base bid and a combination of additive Alternates 1, 2, 3, 4, and 6 (Exhibit 3). The recommended scope of work and contract amount is comparable to the corresponding engineer's estimate. 23A -2 Award Contract for Construction of Memory Lane /Santa Ana River Park March 15, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans [e.g., neighborhood streets, traffic improvements, etc.]). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2016 -09 was filed for this project. FISCAL IMPACT The Memory Lane /Santa Ana River Park project is scheduled to be completed by June 30, 2016. The estimated total delivery cost of this project is $1,073,900, which includes construction, contract administration, inspection, testing and contingencies (Exhibit 4). Funding in the amount of $172,293 is available in the Residential Development District 1 Fund (Account No. 31113260- 66220) and $901,607 in the Parks and Recreation Capital Grants Fund (Account No. 16113267- 66220) for expenditure in FY 2015 -2016. r `9 G IS" G- fayFred Mousavipour Executive Director Public Works Agency *�� Gerardo Mouet — Executive Director Parks, Recreation & Community Services Agency FM /EWG/TC Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: Z Francisco Gutierrez Executive Director Finance & Management Services Agency 23A -3 23A -4 0 LARETLA LANE [--7 NPA111ILl LACK CBE ME EVOY LANE SANTA ANA CITY COUNCIL AGENDA DATE: MARCH 15, 2016 PUBLIC WORMS AGMY ¢ Q R VAR LANE EXHIBIT 1 PROJECT 15 -2467 MEMORY LANE/ SANTA ANA PARK 23A -5 p- U.i LI I H vJ J r c Q CO PAGE 1 OF 3 23A -6 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: LEHMAN CONSTRUCTION, INC. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all. material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Aescription Qty Unit --Unit Price Amount 1 Mobilization 1 LS -- -- $93,920.00 2 Demolition 1 LS $ 4,463.00 3 Grading 614 CY 12.00 $ 7,368.00 4 Drainage and Domestic Water 1 LS - --- $ 201256.00 5 Dry Wells (2 total) 1 LS S 55,650.00 6 LifFixtures and Footings 1 LS $ 68,800.00 7 L�lce, Con trols, TrConduit 1 LS 24,893.00 7a Elice Connection to SConnection 300 $18.00 51400.00 8 Concrete Work 1 LS 20,580.00 9 Permeable Concrete Fevers 2,424 SF $8.00 $ 19,392.00 10 Pilasters I LS ___ $ 21,468..00 11 4' -0" Wooden Bridge 3 EA $ 1,713..00 $ 5,139.00 11 8' -0" Wooden l3ridgo 1 EA S 2,962.00 $ 2,962.00 Exhibit 2 P -1 ofP -1'7 23A -7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK Item description Qty Unit Unit Price Amount 12 Stabilized Decomposed Granite 3,967 SF �.00 $19,835.00 Paving 13 Rock Cobble and Boulders 1 LS - - -- $11,500.00 14 Tubular Steel Fencing 170 LF $ $ 95.00 16,150.00 15 Asphalt Paving . 75 TN $ $ 250.00 _18,750.00 I6 Site Amenities l LS - - -- $32,851.00 17 Information Sign 1 LS $ 2,623.00 IS Horse Tie Posts 6 EA $ $ 578.00 3,968.00 19 Planting I LS $39,199.p0 20 Irrigation 1 LS ...... $ 31,891.00 TOTAL.BASEBID $ 526,056.00 $ 526,056.00 Total Bid Price in Numbers FIVE HUNDRED TKENTY-SIX THOUSAND FTFmV_.gru PnrTADO ibtal Bid Price in Written Form In case of discrepancy between the written price and the numerical price, the written price shall prevail The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add - alternate bid items (if any). The quantity for this bid itern is shown for bid comparison only. This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. f This bid item is considered a Specialty Item per Section 2 -32 of the Standard Specifications. P -2 of P -17 23A -8 S teel Trellis 1 LS 1, ____ $ 43,235.00. TIME FOR COMPLETION OF IMPROVEMENTS AND LI IJI. ➢ATBD DAMAGES The undersigned bidder hereby proposes to complete the WeIrlc for the total base bi,d. amount shown above, within sixty (601 Working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6.9 of the Standard Specifications, shall be $2,550 per calendar da. NarneofFirm L'EHMAN CONSTRUCTI NC, SignamrOOfBIDDER _ Ma Le 'an Title President (If an individual, so state, If a finn or co- parmership, state the fine name and give the names of all individual co- partners composing tre 6rm. If a corporation, state legal name e he names and names of President, Secretary; Tteasurer and Manager, thereof,) President: Mark Lehman Secretary /Treasurer: Diana Lehman Legab Name: Lehman Construction, Inc. P -3 ofP -17 23A -9 CITY OF SANTA ANA PROPOSAL PROJECT NO,; 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK ADDITIVE ALTERNATES Item D Description Qty Unit Unit Price Amount Al A Additive Alternate #1 —Play I L LS $ $ A2 A Additive Alternate #2 — Fitness 1 148,200.00 E Equipment LS $ $ . A3 A Additive Alternate #3 —Site 9 92, 575.00 Amenities 1 $ A4 A Additive Alternate #4 — Picnic 6 68,550.00 Shelter 1 LS $ $ A5 A Additive Alternate 95 — County 1 L 30, 556.00 LS 3 $59, 3 A6 A Additive Alternate #6 S 367.00 teel Trellis 1 LS 1, ____ $ 43,235.00. TIME FOR COMPLETION OF IMPROVEMENTS AND LI IJI. ➢ATBD DAMAGES The undersigned bidder hereby proposes to complete the WeIrlc for the total base bi,d. amount shown above, within sixty (601 Working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6.9 of the Standard Specifications, shall be $2,550 per calendar da. NarneofFirm L'EHMAN CONSTRUCTI NC, SignamrOOfBIDDER _ Ma Le 'an Title President (If an individual, so state, If a finn or co- parmership, state the fine name and give the names of all individual co- partners composing tre 6rm. If a corporation, state legal name e he names and names of President, Secretary; Tteasurer and Manager, thereof,) President: Mark Lehman Secretary /Treasurer: Diana Lehman Legab Name: Lehman Construction, Inc. P -3 ofP -17 23A -9 23A -10 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO. 15 -2647 MEMORY LANE /SANTA ANA RIVER PARK This CONSTRUCTION CONTRACT is made and entered into this March 15, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Lehman Construction, Inc., hereinafter referred to as "CONTRACTOR ". WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and worlananlilce manner and to the satisfaction of the City Engineer of the CITY, the Memory Lane /Santa Ana River Park Project, hereinafter referred to as the "Work of Improvement ", identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents," as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders o Bid Proposal + Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Project Plans • Appendices In case of conflict between the Contract Documents, 'the precedence of docurnents shall be as established in the Standard Specifications for Public Works Construction.. 3, CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the sum total amount not to exceed $859,172.00, as set forth, and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A ". The BID PROPOSAL contains a schedule of unit price(s) or lump stun(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. Exhibit 3 2311 CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO. 15 -2647 MEMORY LANE /SANTA ANA RIVER PARK 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Rxidred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond equal to at least ten (10 %) percent of the final Contract price or $1,000, whichever is greater (Warranty Bond). CONTRACTOR shall, upon project completion as a condition of project acceptance, furnish a Warranty Payment and Performance bond to be approved by the CITY, in the amount of Twenty -Five Percent (25° %) of the Contract price, to warrant the work done under said Contract Agreement against material or quality defects for a period of one year after acceptance by the AGENCY. s. CONTRACTOR sb,all, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 4MAWIF CITY OF SANTA ANA CONSTRUCTION CONTRACT AGREEMENT PROJECT NO. 15 -2647 MEMORY LANE /SANTA ANA RIVER PARK IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY 7 L�,./f. J e Sandoval ft- ChiefAssistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: Lehman Construction, Inc., By:_ Title: PqF T� CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA PROM: LEHMAN CONSTRUCTION, INC. REQUIREMENT, The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in aocordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedula: BASE BID Item Description Qty Uuil Unit Price Amomlt 1 Mobilization I LS ---- $ 93,420.00 2 Demolition — 1 LS ____ $ 4,463.00 3 (wading 614 CY $ 12.00 $ 7,366.00 4 Drainage and Domes tic Water 1 LS $ 20,256.00 5 Dry Wells (2 total) 1 LS $ 55,650,00 6 Light Fixtures and Footings 1 LS $ 68,800.00 7 Electrical Service, Controls, Trenching and Conduit 1 LS - - -- $ 24, 893.00 7a Electrical Service Connection to SCE Point of Connection, 300 LF - - -- $18.00 $ 5,400.00 8 Concrete Work 1 L-S 20,580.00 9 Permeable Concrete Pavers 2,424 SF $ 6.00 $ 19,392.00 10 Pilasters 1 LS - -__ $ 21,468.00 --4 Wooden Bridge 3 EA $ 1,713..00 $ 5,139.00 11 8' -0" Wooden Bridge 1 EA $ 2,952.00 $ 2,962.00 P -1 of P-17 23A -14 CITY OF SANTA. ANA. PROPOSAL PROJECT NO,: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARIS Item Description Qty Unit Unit Price Amount 12 Stabilized Decomposed Granite 3,967 SF $ $ 19,835.00 Paving .00 13 Rook Cobble and Boulders 1 LS . - -- $1,1,500.00 14 Tabular Steel Fencing 170 LF $ $ 95.00 16,150.00 15 Asphalt Paving . 75 TN $ $ 250.00 -18,750.00 16 Site Amenities I LS - -._ $32,851.00 17 Information Sign 1 LS $ 2,623.00 18 horse Tie Posts 6 EA $ $ 578.00 3;968.00' 19 Planting I LS - -_- $ 39,194.00 20 Irrigation 1 LS $ 31,894.00 TOTAL BASE BID $ 526,05E.00 $ 526,056.00 Total Bid Price in Numbers FIVE HUNDRED TWENTY -SIX THOUSAND FIFTY -SIX nnT,r,nnq Total Bid Price in Written Form ha ease of discrepancy between tire written price and the numerical price, the written price shall prevail. The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the adcl- alternate bid items (if any). The quantity for this bid itern is shown for bid comparison only, This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications, The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. f This bid item is considered a Specialty Item per Section 2.3.2 of the Standard Specifications P -2 of P -17 23A -15 CITY OF SANTA ANA PROPOSAL PROJECT NO,; 15 -2647 MEMORY LANE - SANTA ANA RIVER PARR ADDITIVE ALTERNATES Descripti on Additive Alternate #I — jltern Equipment & Rubber Si Additive Alternate #2 — Equipment Additive Alternate #3 — Amenities A4 Additive Alternate Shelter — county I 1 I LS 1 -. -- 146,200.0 0 4750 0 30,556.00 A6 Additive Alternate #6 —Steel 59 367.00 Trellis 1 $ 43 - .,GJJ. VU. TIME FOR COMPLETION OF IMPROVEMENTS AND L IQULOATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown abode, within sixty (60)� working day§ after die commencement date stated in titre Notice to Proceed. The liquidated damagcs amount, in lieu of the amount specified in Subsection 6 -9 of the Standard Specifications, shall be $2,550 Per calendar da . Name of Firm LEHMAN CCNSTRUCTI�y I jNCf S ignaturc of 13IDDER Title Previdenr, • r / (If an individual, so state, If a firm or co- partnership, state the firm name and give the names 09 all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer aid Manager, thereof,) President: Mark Lehman Secretary /Treasurer: Diana Lehman LegaN Name: Lehman Construction, Inc, P -3 Of P-17 23A -16 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 15.2647 MEMORY LANE - SANTA ANA RIVER PART{ BIDDER'S STATEMENT BIDDER understands and agrees thaf this Bid Proposal, Contract Docurments and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Cleric of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or Ws /her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said fiords, check, drafts, or BIDDER'S bond substituted in lien thereof shall be returned to the rmdersigned. BIDDER understands that a. bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid, In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies render penalty of penury that the foregoing is true and correct. Name Signa Title (If an all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Legal Name: Lehman Construction, Inc. President: Mark Lehman Secretary /Treasurer: Diana Lehman P -4 of P -17 23A -17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15.2647 MEMORY LANE - SANTA ANA RIVER PARK CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he /she and, all his /her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name; LEHMAN CONSTRUCTION, INC. Business Address: P.O. Box 3569, Tustin, CA 92781 Business E -Mail Address; ml @lehmanconstruction.net Telephone: 714-8387577 State Contractor's License No. and Class: 239570 A and B License Expiration Date; 07/31/2017 State Dept. of Industrial Relations (DIR) Registration No.: State Dept. of Industrial Registration Expiration r Signed: Title; 1000010491 (DIR)/ 05/30/2016 P -5 ofP -1.7 23A -18 CITY OF SANTA ANA PROPOSAL PROJECT NO,; 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California, Code of Regulations, Title 8, Section ,16,000, et seq., ("Prevailing Wage Laws "), which require the payment of prevailing wage rates and, the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as park of an applicable "public works" or `maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement: of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execate the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site, Contractor shall defend, indernnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct Name of Fh-m Signature of BP Title President (if an individual, so state) P -6 of P -17 23A -19 CITY OF SANTA ANA PROPOSAI, MEMO,: 1.5.2647 MEMORY LANE - SANTA ANA PJVER PARK OWNL;RSHIP AFFIDAVIT STATE OF CALIFORNIA COUNTY OF ORANGE )SS: CITY OF SANTA ANA ) ---- -- r�aC'Lc.�,elvnan ... �..�...._, being duly sworn, dept'i5es and says: [j INDIVIDUAL Tbat lie /sho is the party making the foregoing proposal: ❑ PARTNL'RSHIP That he/she is a member of the co- partnership thin designau;cl as; and who has been and Is duly ve01611tllthll authority to tnak'o and oxaoute h>strunrents for the co- partnership by; who constitute tine other members of the co- paruership. — CORPORATION That he is a% �.C.PSidcn9- nP i', t -mrunt rnntamann7�Tnnr TNP _ a cniloorntion which is rnriltng ehn frnogohng,ptvposal: [ JOINT VENTURE That he is of: one of tite patties nnalung 'the foregding proposal as ajoint Venture, and the he/she has been slid Is duly vested with the authority to Motile instt'umonts for an oil behalf of the Parties making said bill who aro: that such a bid is gelruilre and not collusive or shun, and bas not in any nranne,r sought by codusion to aeeurs�,any a4va at!age against: the City of Santa Aria, or any person interested in the proposed coNrntaat% For h4yff or any other person. t~ Signp nie of dder r Y` Subscribeciand sworn to before Inc this day of Fe ruary 2016 Signature of officer Administering Oath (Notary Public) P -7 of P -17 23A -20 CALIFORNIA JURAT (CALIFORNIA GOVERNMENT CODE § 8202) A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document, STATE OF CALIFORNIA ) COUNTY OF Orange ) Subscribed and sworn to (or affirmed) before me on this 23 by Mark Lehman day of February 12016 (Name of Signer�X)) satisfactory evidence to be the person who appeared before me. proved to me on the basis of � ,a AMANDA Y LEE 0011n,111111 112111111 Notary public - ORIIIcrnIR Orange Count' My Unmm. Expires Aug 16, 2016 Signature of Notary Public (Notary Seal) ADDITIONAL OPTIONAL INFORMATIO Description of Attached Document Title or Type of Document: Ownership Affidavit Document Date: Number of Pages: °'""' Signer(s) Other Than Named Above: —I— Additional Information: 23A -21 revision date 01/01/2015 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-2647 MEMORY LANE - SANTA ANA RIVER PARK T3 JQ-a(Z D KNOW ALL PRESENT thal, RS - BIDDER, and ni of t (I G( F") Aletit or P y those THE CONDITIONS OF THIS OBL(G)ATION ARE SUCH that, whereas BIDDER is about to submit s, bid to ACiENCY for the above - stated Project, if said bid is rejected, or if said bid is accepted and a cantract is avottrdecl and entered' into by BIDDER in the mariner aild time specified, theii this obligation slisif be 11tl] and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and scsl this 1601 day of _-Lobimar), 2016 BIDDER* Sierra Alta Drive, Santa Ana,' CA 92705 714-838-0098 .Aillowly �- MIKCr, AUQI'116y-la4ft t 41856 Ivy St, Subscribcd and sworn to before me 12Q_, Signature: #204, Notary Public in and f'()r ibe (,','erulty of State of CA this day of PlovidC DIDDER/ SURETY winic, address, and telephone rainiber and the name, title, address, and uleplion ,. onLtrnlierol'atittiorizodrepregaiitativo, 11-8 of P-17 23A-22 �43j +fit a N, •1t f JI tI 901 5 N, Lindbergh r)r, I Peoria, 16 60615 Phone: (800)645- 2407..1 Fm: (109)UM016 Know All Men by These Presents: POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company '['hat this Power of Attorney is not valid or in effect unless attached to the bond which it authot'izes executed, but may be detached by the approving officer if desired. 1 a this Power of Attorney may be effective and given to either or botli of RU Insurance Company and Contractors Bonding and Insurance Company, required for the applicable bond. That RLI Insurance Company and /or Contractors Bonding and Insurance Company, each Illinois corporations (as applicable), each authorized and licensed to do business in all states and the District of Columrbia do hereby make, constitute and appoint: John A Ruiz. Ti notliv C. Baker, Melody L Snaur. I {area A Eby jointly or ever in cue t.;rry or murrreta , tate of t;aaTDrnia , as Attorney in Ifaot, with :lull power and authority hereby conferred upon him/her to sign, execute, acknowledge and deliver for and oil Its behalf as Surely, in general, any and all heads, undcrtaidngs,'and rocognizances in an amount not to exceed Ten Million Dollars ( SIo,000,000 00 ) for ally single obligation. '�•�'� �� The acknowledgment and execution of such bond by tine said Attorney in Pact shall be as binding upon this Company as if such bond had been executed and acknowledged by the regularly elected officers of this Company. RLI Insurance Company and Contractors Bonding and Insurance Company, as applicable, have each 'further certified that the 'following is a true and exact copy of the R.osolution adopted by tile Board of Directors of each such corporation, and now in force, to -wit: "All bonds, policies, undertakings, Powers of Attorney or other obligations of the Corporation shall be executed in the corporate name of the Corporation by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the 'Board of Directors may authorize, The President, any 'trice President, Secretary, any Assistant Secretory, or the Treasurer may appoint Attorneys in Pact. or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Corporation, The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the Corporation. The signature of any such officer and I.he corporate seal may be printed by facsimile or arbor electronic image.° IN YRTNESS WHEREOF, IiLI Insurance Company and /or Contractors ]lending and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this t1d day of 1uiq, 2015. k�,aYMat.HA,,,,ML . 'J,4 e6' ryAt JA,y��Q94f �'l S' AL State of. Illinois ^.,..^ SS th.irvpc9.,c;. County of Peoria on this -�3 dam_ day of Jul, , 20J 5 , before me, a Notary Public, personally appoarccl who being by me duly sworn, achiowlodg'ed that he sigued the above Power of Aonrney as the aforesaid officer of the RLI Insurance Company and /or Coau'aet'ors Bonding and 'i'nsurance Company, and aolhmwted9od said inshumala to be the voluntary act and dead of said oorporadou. '01'FICIAt SEAL" JACI'IIICtININ M. BGC'.CER COMMIS010N 0XPIRES 01,14116 CERTIFICATE I, the undersigned officer of RLI Insurance Company, and /or Contraetors Bonding and Insurance Company, each Illinois corporations, do hereby certify that the snatched Power of Attorney is in toll force and affect and is irrevocable; and furthermore, that the Resolution of the Company as set froth in the Power of Attorney, is now in force• In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance C:nnapar y, and/of a rectors Yiquding and .Insurance Company this off �kiay of.. °�-' 71711 / RLI insurance Company Contractors on ing and Ins prance Company CCC/.�_ _ _.-- bartona W, Davis Wce T'rasi-_dent e4476640.20M 23A -23 AOfW 115 RLI Insurance Company @fe -_ osp, Cortrocto's ]Bonding and Insurance Company ey,y 47. r,/ SEAL4ge Barton PI• Davis Vice President .., st G Intl tiS'.ti on this -�3 dam_ day of Jul, , 20J 5 , before me, a Notary Public, personally appoarccl who being by me duly sworn, achiowlodg'ed that he sigued the above Power of Aonrney as the aforesaid officer of the RLI Insurance Company and /or Coau'aet'ors Bonding and 'i'nsurance Company, and aolhmwted9od said inshumala to be the voluntary act and dead of said oorporadou. '01'FICIAt SEAL" JACI'IIICtININ M. BGC'.CER COMMIS010N 0XPIRES 01,14116 CERTIFICATE I, the undersigned officer of RLI Insurance Company, and /or Contraetors Bonding and Insurance Company, each Illinois corporations, do hereby certify that the snatched Power of Attorney is in toll force and affect and is irrevocable; and furthermore, that the Resolution of the Company as set froth in the Power of Attorney, is now in force• In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance C:nnapar y, and/of a rectors Yiquding and .Insurance Company this off �kiay of.. °�-' 71711 / RLI insurance Company Contractors on ing and Ins prance Company CCC/.�_ _ _.-- bartona W, Davis Wce T'rasi-_dent e4476640.20M 23A -23 AOfW 115 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 -r, County of � r✓� j r` 6efi 7 �� Onf a ore me, _ personally appeared ._ d (� "lt,�y 'd e "�" G%t° LA who proved to me on the basis of satisfactory evidence to be the pel whose rieme ;�la subscribed to the within instrument and acknowledged to ale that �1&i s elt�y executed the same i 6�? 7/ rltb4ir authorized capacity( , and that by "�tw iNdr(10i signatul on the instrument the personl the entity upon behalf of which the person Ated, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS in hand aid offic' T , � al, � oRI Pu,blla l C e oss9ln a¢r5 . .... dlaoa6aCnurtiy \a J . +21 : 9 - � o (Notary Public Seal) OPTIONAL INFORMATION 1NS] RUCTIONS OR COMPLETING TH[S FORM I hiv fsrnt aom lllel with cma nr (alljnrnia,vanuaa rogarilhyG rrntaty warAfn�+atvd, EATTAGHED D uMENT adud IJtrnddLt crntyelemdamtln archer 7tothednrmman6AtbmwlaagntenLe ;�T j / J7 f oqe ether staler r rr be cwvaldereef�n r.4aomr¢ ern being Isom m that stale so long 1 i 1Id sJ d� F 2 ,�Idw mardfordoes tent regrtne the Calbronla nulan,fo wnlatn C'ett(jonrYa nalary� document) (Tillaor descrlptlon of uitachad douurnent conllnued) �� Document CAPACITY CLAIMED BY THE SIGNER 0 Individual (a) ❑ Coruorala Officer [7 ParPner(s) 0 Attorney -in -Fact LI Trustee(s) a hate. and County information aulal be the State and County whoa, the demrmenf sigver(s) ptotvomrlly appetlrad Were tha notary public for aelenowladgrumuf. o Datn of nofnrizntiou must ba the date Thal'. Am sigtlur(s) personally uppamvd which must also be fire Sane date fha aeknowmelsIrl is eomploted. ® The amity public must print his or her name as a appears within his or Iter commission followed by n comma and then your tide (Salary Ipblic). n print I'he nann(s) of document signor(s) who par lly appear at the lime of notarization. ® Indicate the Q0JUCt singulmW or plural forms by crossing off incorrect fors (i.e. h�she /t4rey;- Isln+e) or rJtaliug the correct tPmnu. daaihue to correctly inrlicata This information may lead to ref ectian of doanment reoontill" o The nomry seal implesyloll crust be clear and photographically reproducible, 11nlpression must net cuver Iaxt or linos, If seal impression smudsos, ro -5ual if a suffidant urau pal III its, 011eewise com]Ile.re It difthronl acknowledgmanl form. Sr(plal III a of the hoary public paler nnter Ilia slgual ue all file with 1110 ofnae of thn rnunty clerk. Addidnual fnfbrtorl is nor required but could help to urrsure this ncknowledgmont is not miauaod ar adtached to it difforutt docamtont NAlclue olio nr q�pa a8aaanhed <lacumaat, unmoor of piuges and data ladtaaa, the Capacity chimed by the signer, If the clahacd Capacity is a corporate oUiuer, indicate the fills (i.a. C20, CK), .Seeretr). • Securely r!uohthisal,ocumoutto thesigneddorurnew with a staple 23A -24 CALIFORNIA JURAT (CALIFORNIA GOVERNMENT CODE § 8202) 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, accuracv, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF Orange ) Subscribed and sworn to (or affirmed) before me on this 23 day of February 2016 by Mark Lehman proved to me on the basis of (Name of Signero) satisfactory evidence to be the person who appeared before me. FlMANDA Y LEE 00mmiselan yk 2878082 x y'E°an g NaPary Puwlc - Californla Orange OnInty d My Oomm, Expiree Aug 18, 2018 Signature c Notary Public (Notaryseal) ADDITIONAL OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Bib Bond Document Date:' Number of Pages: — Signer(s) Other Than Named Above: -- Additional Information: 23A -25 reV15100 date 01./01./2015 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15.2647 MEMORY LANE - SANTA ANA RIVER PART{ LIST OF SUB- CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: • Streets, highways including bridge projects: ' /z% of the bid or $10,000, whichever is greater • Buildings, parks, or other projects: V2% of the bid . Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Torrent Resources Inc. License # /Exp. 886759 / 11 -30 -16 DIR'Rcg.# /Exp. 1000024894 / 6/30/16 Location Phoenix, AZ Phone 602- 268 -0785 Type Of Work Dry We11s Amount $ 45, 300.00 Name Econo Fence Inc. License #/Exp. 337734 / 9- 30 - -17 DIRReg.# /Exp. 1000001395 / 6 -3o -16 Location Riverside, CA Phone 951- 685 -5000 Type Of Work Fencing&& Horse Tie Posts Amount$ 16,065.00 Name Great Western Park & Playground IrcName Janes LaSL Electrical Inc. License #/Exp. 862186 / 8 -31 -17 License # /Exp. 863933 / 9 -30 -17 DIR Reg. #/Exp, 1000002714 / 6- 30 -16 DIR Reg. # /Exp. 1000030102 / 6 -30 -16 License # 862186 License # ' 863933 Location Wellsville, UT Location Eastvale, CA Phone 800- 453 -2735 Phone 949- 378 -9232 Type Of Work Plaareund & Playgrou r Type Of Work Electrical Amount 17.9,157.77 �crxaee -- Amount$ 21,850.00 Nance License # /Exp. DIR Reg. # /Exp. License # Location Phone Type Of Work Amount $ Si a ire /of r M k Lehman, PresideEHMAONSTRUCTION, INC. Name License #/Exp. DIR Reg. #/Exp. License # _ Location Phone Type Of Worlc Amount $ P -9 of P -17 23A -26 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. City of Laguna Hills, 24035 El Toro Rd., Laguna Hills, CA 92653 Name and Address of Owner, Kenneth Rosenfield, 949- 707 -2650 Name and Telephone Number of person familiar with project, 798,913.00 Softball Field Improvements Dec 2015 Contract Amount Type of Work Date Completed 2. City of Santa Ana, 20 Civic Center Plaza, M -21, Santa Ana, CA 92701 Name and Address of owner. Suzi Furjanic 714 -571 -4241 wr........ --9 m ..,.._w.._,.ar....- t.._,.c___.. _.. c,._. :r:_..._.: 418.,933.00 Santa Ana Zoo Ocelot Exhibit Nov 2014 Contract Amount Type of Work Date Completed 3. City of Lake Forest, 25550 Commercentre Dr.., Lake Forest, CA 92630 Naive and Address of owner. Douglas Erdman 949 -282 -5233 Name and Telephone Number of person familiar with project. 2,432,631.00 Rimgate Park and Tamarisk May 2019 cUcments._- 'Contract Amount Type, of Work Dale Completed The following are the names, addresses, and telephone numbers of all brokers and sweties from whom BIDDER. intends to procure insurance and bonds. GL Ins: Colony Ins. Co. / Surety: RLI Insurance Co. GL Ins and Bonds Agent: Diamond Valley Ins. Services, Inc. 41856 Ivy St., Suite 204 Murrieta, CA 92562 951- 553 -7400 Workers Comp Ans.: Benchmark Ins. Co. -- Agent: Goodman Ins. 101 Pacifica, Suite 150 949- 769 -3102 Irvine,, CA 9261.8 , Auto Ins: State Farm Ins. - Agent: .Victoria Pore, 28991 Golden Lantern, 949• - 363 -2770 Suite '0105, Laguna Nigue_l,CA 92677 P -10 ol'P -17 23A -27 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed street improvement work in the past 5 years. 1. City of Lake Forest, 25550 Commercentre Dr., Lake Forest, CA 92630 Name and Address of Owner. Douglas Erdman 949- 282 -5233 Name and Telephone Number of person familiar with project. 2,432,631.00 Rimgate Park and Tamarisk May 2014 Contract Amount ParK IMTWFM71C Date Completed 2, City of Santa Ana, 20 Civic Center Plaza, M -22, Santa Ana, CA 92701 3. Name and Address of owner. Tyrone Chesanelc 714 - 615 -0887 Name and Telephone Number of person familiar with project. 2,800,000.00 Jerome Center Renovation May 2010 T Contract Amount Type of Work Date Completed Name and Address of owner. -Natne and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed The following are the names, adchesses, and telephone numbers of all brokers and sureties Irom whom BIDDER intends to procure insurance and bonds. GL 'Ins.: Colony Ins. Co. / Surety: RLI Insurance Co. GL Ins. and Bonds Agent: Diamond Valley, Ins. Servi&es, Inc. 41856 Ivy St., Suite 204 Murrieta, CA 92562 951- 553 -7400 Workers Comp Ins.: Benchmark Ins. Co. Workers Comp Agent: Goodman Ins. 101 Pacifica, Suite 150 Irvine, CA 92618 Auto Ins.: State Farm Ins.. Auto Ins. Agent: Victoria Pore 28991 Golden Lantern, Suite D105 Laguna Niguel, CA 92677 949 - 363 -2770 P -11 ofP -17 23A -28 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 15 -2647 MEMORY LANE -,SANTA ANA RIVER PARK NON- COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) 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 BID'DE'R 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 agroemen.t, 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 too 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 Oil the signature portion thereof shall also constitute signature of this Nan - collusion Affidavit. BIDDERS,tdhe cautioned that making a false certification may subject the certi.£ita, to Grimy pyoscout;ion. Signed State of California County of ORANGC,_ Subscribed and sworn to (or affirmed) before me on this _ clay of r eb ___, 20_1§ by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me /"7 4ai �N Public Signature Notary Public Seal i'1iltF3ilitl,Y WTARY MT N, P -12 of P-17 23A -29 CALIFORNIA JURAT (CALIFORNIA GOVERNMENT CODE § 8202) 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, accuracv, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF Orange ) Subscribed and sworn to (or affirmed) before me on this 23 by Mark Lehman day of February 2016 , proved to me on the basis of (Name of Signer satisfactory evidence to be the person(/ who appeared before me. AMANDA Y LEE Commission S 2078002 Notary Pulflle - California z ° Orange County M CComw m.EExpIres Au 18, 2018 Signature of Notary Public (Notary Sea]) ADDITIONAL OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Non - Collusion Affidavit Document Date: Number of Pages: — Signer(s) Other Than Named Above: Additional Information: 23A -30 revision date 01/01/2015 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK NON - DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: I. The Contractor shall not discriminate against any employee or applicant for employment because of race, rotor, religion, sex, or national origin, The Contractor shall take affirmative action to ensure that applicants are employed; and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin, Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2, The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, rotor, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers'. representatives of the Contractor's cormnitxnents under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5, The Contractor shall fiunish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations; and orders. 6, In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor maybe declared ineligible for further Goverrunent 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 involved 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. P -13 of P -17 23A -31 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK The Contractor shall include the portion of the sentence innnediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided,, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin; ancestry, physical handicaps, mental condition, marital states, or sex of yj persons, except as provided in Section 1420, and any contractor of public work violatins Section is subject to all the penalties imposed for a violation of the Chanter, / Signed: Title: Finn: LNHMAN CONSTRUCTION, INC. Pate: 2 -23 -16 P -14 of P -17 23A -32 CITY OP SANTA ANA PROPOSAL PROJECT NO„ 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working clays shall: 1, Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 1 Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he /she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, exce t o tractors not signatory to the trust agreement shall pay a like amount tVe iforn4-7-r ticeship Council. Signed: ' Title: Presiders Firm: LEHMAN CONSTRUCTION, INC. Date: 2 -23 -16 P -15 of P -17 23A -33 CITE.' OF SANTA ANA PROPOSAL PROJECT NO,: 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK STATEMENT REGARDING "ANTI - KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti - Kickback" Act (IS USC 74) as supplemented, in the Department of Labor regulations (29 CPR, Part 3). This act provides that each contractor or subcontractor shall be pro bited from inducing, by any means, any person employed in the construction gr repair of pub a work, to give up any part of the compensation to which he /she is otherw se e tied. // Signed: Title: President Firm: LEHMAN CONSTRUCTION, INC.. Date; 2 -23 -16 P -16 of P -17 23A -34 CITY OF SANTA ANA PROPOSAL PROJECT NO.; 15 -2647 MEMORY LANE - SANTA ANA RIVER PARK PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNA:IRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire; Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary, interest in the BIDDER, over been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. P -17 of P -17 23A -35 MAYOR Miguel A, Pulido MAYOR PRO TEM Claudia C, Alvarez COUNCILMEMBERS David Berevides Carlos Bustsmante Mlahele Martlnez Vincent F. Sarmlonto Sal Tinajero February 19, 2016 ADDENDUM No. ONE �i rg c CITY OF SANTA ANA PUBLIC WORKS AGENCY M -36 P,Q. Box 1988 Santa Ana, Callfornla 92702 SUBJECT: PROJECT No. 15 -2647: Memory Lane Santa Ana River Park INTERIM CITY MANAGER Paul M. Walters CITY ATTORNEY 9onla CarvRlho CLERK OF THE COUNCIL, Merle D, Hulzar The following changes have been made to the plans and specifications of the subject project: Plans 1, Replace sheets GR -1 (4 of 28), UT -1 (5 of 28), LC -1 (8 of 28), LI.1 (23 of 28) and LP -1 (27 of 28) with the attached sheets GR -1 (4 of 28), UT -1 (5 of 28), LC -1 (8 of 28), LI -1 (23 of 28) and LP -1 (27 of 28). Specifications 1. Replace sheets P -1, P -2 and P -3 (of P -17) with the attached sheets P -1, P -2 and P -3 (of P -1'7). 2. Page 21, Section 7 -8.6.2 Best Management Practices (BMPs): revise paragraph 1, to read as follows: "Contractor shall provide erosion and sediment control per plan included in the Conti-act Documents. If Contract wants to implement an alternative plan, Contract shall prepare erosion and sediment control plans immediately after the award of the contract, for approval by the Engineer. The plan shall be prepared per the applicable guidelines described in the California Storm Water Best Management Practices Handbook. The Contractor shall submit the plans for review and shall make the necessary revisions to the plans as directed by the Engineer. The plans shall be prepared by a licensed Civil Engineer. The AGENCY may waive the requirement of licensed Civil Engineer if the Contractor can satisfactorily prove to the Engineer that the person preparing the erosion control plan is qualified in the field of erosion control. " 3. Page 61, Section 3.02.19.C,3 PLANTING OPERATIONS, Trees and Shrubs, Root Control Barrier: add third paragraph as follows: "For park locations, root control barrier shall be 18 -inch wide minimum by 0.06 -inch thick high impact polystyrene sheeting, manufactured for root barrier purposes, Sheeting shall have root deflector ribbing and pre - molded Joiner strips of the same material, and shall be utilized wherever tree occurs within 6' -0" of hardscaped areas." 23A -36 August 9, 2013 ADDENDUM No. ONE PROJECT No. 10 -7557 Page 2 4. Appendix A, Definition of Bid Items, Page 1, Bid Item No. 1 - Mobilization: revise section to read as follows: "Payment for "Mobilization, " will be made on a [Limp sum (L. S.) basis, as specified in the. Bidder's Proposal, which shall include all costs for furnishing all labor, profit, taxes, fees, incidentals, materials, equipment and permits /authorization for use of a construction staging area(s), erosion control, signage and equipment, construction. fencing, provide temporary utilities including but not limited to power and construction water and implement, and perform all the work involved and required perform the work per plan and specification." 5. Appendix A, Definition of Bid Items, Page 2, Bid Item No. 4 - Drainage and Domestic Water: revise section to read as follows: "Payment for "Drainage and Domestic Water "will be made on a lump (L. S.) basis, as specified in the Bidder's Proposal, which shall include all costs for furnishing all labor, profit, taxes, materials, tools, equipment, and incidentals, and performing ail the work involved and required to place, furnish and install fiber roll, furnishing and install gravel bag, construction entrances, traffic control cost, storm drain inlet protection, trench /excavate /shore, place bedding, furnish equipment and backfill /compact trenching, furnish and Install all pipe to connect to catch basins and area drains including play area and Maxwell deep well systems, furnish and install two 1 "hot tap service lines within Memory Lane, (2) 1 "meters pressure reducerbackfldw assembly (backflow for Irrigation meter to be included in irrigation bid item), furnish and install ali PVC schodule,80 pipe and fitting, concrete thrust blocks, backfill, compact sterilize and disinfect pipe and complete hydrostatic test and provide utility connections in accordance with the plans, details and specifications." 6. Appendix A, Definition of Bid Items, Page 2, Bid Item No. 6 - Lighting Fixtures and Footings: add the following sentence to the section: "This item does not include fixtures for picnic shelter." 7. Appendix A, Definition of Bid Items, Page 2, Bid Item No. 7 — Electrical Services, Controls, Trenching and Conduit: add the following sentences to the section: °This item does not Include electrical service for picnic shelter." 8. Appendix A, Definition of Bid Items, Page 3: add Bid Item No. 7a — Electrical Service Connection to SCE Point of Connection: add the following section: Bid Item No. 7a- Electrical Service Connection to SCE Point of Connection: Payment for "Electrical Service Connection to SCE Point of Connection" will be made on a linear foot (L.F.) basis, as specified in the Bidder's Proposal, which include all costs for furnishing all labor, profit, taxes, materials, tools, equipment, and incidentals, required and performing ali work involved and required to provide trenching, provision 23A -37 August 9, 2013 ADDENDUM No. ONE PROJECT No, 10.7557 Page 3 and Installation of all necessary electrical conduit end wiring for electrical system In accordance with the plans, details and specifications. R Appendix A, Definition of Bid Items, Page.5; Bid Item No. 19 - Planting: amend the paragraph to read as follows; "..,.,....and perform 60- calendar day maintenance In accordance with the plans, details, specifications and City of Santa Ana Standards." 10. Appendix A, Definition of Bid Items, Page 5; Bid Item No. 20 - Irrigation: amend the paragraph to read as follows: ....and perform 60- calendar day maintenance In accordance with the plans, details, specifications and City of Santa Ana Standards," 11. Appendix A, Definition of Bid Items, Page 6, Additive Alternate Bid Item No, 4 - Picnic Shelter: add the following sentences to the section: "This item does shall include electrical service and lighting fixtures for picnic shelter." 12. Appendix A, Definition of Bid Items, Page 6, Additive Alternate Bid Item No. 5 - County Improvements: revise section to read as follows: "Payment for'Addltive Alternate 5" will be made on a Lump sum (L.S.) basis, as specified in the Bidder's Proposal, but shall be based on related bid unit prices and shall include all costs for furnishing all labor, profit, taxes, materials, tools, equipment, and incidentals required, County Permit costs, remoblllzation as occurs, and performing all work Involved and required to furnish and Install, irrigation, planting and rock cobble Improvements that occur outside the city property and within County property in accordance with the plans, details and specifications." All other terms and conditions remain the same. POR THE CITY gF- �AN ANA William E. Galvez City Engineer Public Works Agency 23A -38 23A -39 COST ANALYSIS PROJECT NO. 15 -2647: MEMORY LANE - SANTA ANA RIVER PARK Construction Contract $ 859,172.00 Contract Administration $ 58,300.00 Inspection and Testing $ 70,511.00 Survey $ 0.00 Contingencies $ 85,917.00 TOTAL ESTIMATED CONSTRUCTION COSTS $1,073,900.00 EXHIBIT 4 23A -40 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE; AMENDMENT TO ROSENOW SPEVACEK AGREEMENT TO DEVELOP CITYWIDE ECONOMIC DEVELOPMENT STRATEGIC PLAN {STRATEG PLAN 3,11A) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: - =e+ NI ❑ As Recommended ® As Amended ❑ Ordinance on 1°t Reading ❑ Ordinance on 2 "a Reading ❑ Implementing Resolution ❑ Set Public Hearing For [01+70Yi[01[1140111 ] FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Rosenow Spevacek Group to extend the term of the agreement through June 30, 2016 and increase the compensation by an additional $35,000, for total contract amount not to exceed $155,000, for the completion of the Economic Development Strategic Plan, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 18, 2015, the City entered into an agreement with Rosenow Spevacek Group (RSG) to develop a citywide Economic Development Strategic Plan (EDSP). After several months of business and community engagement, RSG has provided a list of draft prilimanary strategies (Exhibit 3) that address business and job clusters, development opportunities, educational attainment information, and support for the downtown and the small business community. RSG will be presenting these strategies for discussion with local resident groups, and business stakeholders, with a Town Hall meeting scheduled for mid -April 2016. The City will also post the draft Economic Development Strategic Plan on the City's website and will have a 30 -day review and comment period. During the plan development process, the City hosted three community meetings in November 2015, which were outside of the original scope of work. Ongoing communication and feedback from the community will be a vital part of finalizing the plan. In order to accomplish the additional outreach and strategy development, RSG is requesting additional funds and time to complete these remaining tasks as noted on the revised scope (Exhibit 1 and 2). It is anticipated that this plan will be presented to City Council for approval at the end of May 2016. 25A -1 Amendment to Rosenow Spevacek Agreement to Develop Citywide Economic Development Strategic Plan March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #1, (Implement a comprehensive Economic Development Strategy to ensure that Santa Ana is a City with a vibrant business climate that is accessible, user- friendly, and welcoming to all residents and visitors), Strategy A (complete a comprehensive Economic Development strategy). FISCAL IMPACT Funds in the amount of $35,000 are available in the Community Activities, Contract Services — Professional account no. 01105810 -62300 for expenditure in Fiscal Year 2015 -16. I / �� Kelly Reenders --ers Executive Director Community Development Agency KR /MM /sb APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez _re_ .7rf�I,' Executive Director Finance & Management Services Agency Exhibit: 1. RSG Revised Scope 2. Amendment to Agreement 3. Draft Preliminary Strategies for Discussion 25A -2 EXHIBIT 1 BETTER COMMUNITIES. SOLDER FUTURES. To: Kelly Reenders Marc Morley CITY OF SANTA ANA From: Alaxa Smittle Jim Simon ROSENOW SPEVACEK GROUP INC. Date: February 11, 2016 RSG, INC, r 714 5414585 309 WEST 4TH STREET F 714 5411175 SANTA APIA, CALIFORNIA E INFO.WERSG.COM 92701-4502 WEBRSG.COM Via Electronic Mail SUBJECT: REVISED SCOPE, BUDGET, AND TIMELINE FOR THE EDSP Thank you for the opportunity to present this revised scope to complete the Economic Development Strategic Plan. We believe that it presents a realistic approach to completing the document, but more importantly, to aligning the strategies with those that will implement them. As discussed, this budget increase is needed to: (a) provide project funding that was used for public meetings not budgeted for in the original scope, (b) incorporate a final town hall meeting, and (c) minimal additional research based on feedback. We hope to work closely With you to develop a plan that will achieve the varying objectives of stakeholders, elected officials, and staff. A timeline for completion is included, which identifies deliverable dates and a plan for regular interaction between us. We look forward to discussing this with you to ensure your priorities and expectations are met, and ultimately result an excellent product. SCOPE 1. Expand business outreach to outline an approach to the marijuana industry that will attractjobs while allaying fears of stigma. 2. Meeting and coordination with High School Inc., and the Santa Ana Unified School District to outline a path of academy growth in other three non - fundamental high schools. ED staff to participate In meeting with SASUSD. The EDSP will include a basic framework for upscaling the program on a tiered basis. 3. Two additional meetings with staff anticipated as follows: a, (1) meeting H. Haghani for land use and zoning strategy development b. (1) meeting with information technology staff 4. Draft EDSP document, with minimalist and graphic approach to main document and appendices as appropriate. 5. Community meeting to summarize feedback from prior meetings and outreach and present Draft EDSP. Task will include: 25A -3 Ns. Ke|lyReendeo Mr. Marc Morley CITY {lF SANTA ANA February 11.2O1O Page u. Joint preliminary nt$ivahvmSACRoD.LetinnMoakhAocoos. Chamber of Commonm. Downtown |nc, Santa Ana Business Council, others aoneeded |o walk through draft strategy and engage help for public outreach, b, Primary community meeting, with support from key community groups and ambassadors. O. Finalize FDSP10 incorporate information from the community meeting, 7. Present toCvono|. BUDGET Below is a cost estimate for the scope presented above. Modifications to the proposed scope would result in budget changes. L— ��� ��� ���� ��� Total | �.����..������.��_��'��.���.,�����'����^��....���������.���.���..��������..,.���� � 210 � 1�O $ 115 $ 1O0 Business Outreach 5 2 1.350 Educational Partnership Planning 2 2 720 Staff Meetings ^P|unn|ng/|T 0 4 2.280 EDGPDrpR 20 20 30 10 12.910 [dits/Fioa|zaStmWSy O 10 5 3.755 Present bCouncil 8 V 2,580 Core Interest Groups Meeting 3,270 Public M tin 20 20 8 8,120 Subtotal Outreach $ 11,390 Total ���� ���� �m� 34,985 25A.5 i % ! »\ | )� k f ! m } y ! ± ( a \i ![ { /ZN of (( /)\ \ \\ \ ( } ( (3Z \ }\ LL 6- § $: / / / ) ) 25A.5 25A -6 FIRST AMENDMENT TO CONSULTANT AGREEMENT WITH ROSENOW SPEVACEK GROUP, INC. THIS FIRST AMENDMENT TO CONSULTANT AGREEMENT, is made and entered into this 15 °' day of March, 2016, by and between Rosenow Spevacek Group, Inc„ a California Corporation (hereinafter "Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City entered into a Consultant Agreement ( "said Agreement ") with Consultant dated March 18, 2015 (Agreement #A- 2015 -021) to retain a professional tine having special skill and knowledge in the field of economic development consulting and project management. Consultant was chosen through a Request for Qualifications process to develop an Economic Development Strategic Plan ( "EDSP ") for the City. B. The parties desire to amend said Agreement to increase the Compensation, extend the Term, and modify the Scope of Work. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. Section I of said Agreement, "Scope of Services ", shall be amended to modify the Scope of Work as set forth in the "Revised Scope, Budget and Timeline for the EDSP" from Consultant dated February 11, 2016, attached' hereto as Exhibit A and incorporated herein by this reference. 2. Section 3 of said Agreement, "Compensation ", shall be amended to include an additional Thirty Five Thousand Dollars ($35,000.00) for a total not to exceed amount of One Hundred Fifty Five Thousand Dollars ($155,000.00). 3. Section 4 of said Agreement, "Term ", shall be amended to June 30, 2016. Such Term may be extended by a writing executed by both parties, including the City Manager and the City Attorney for the City. 4. All other terms and conditions included in said Agreement shall have the sane force and effect and remain unchanged. Mil I IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the date and year fist above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Kelly Reenders, Executive Director Community Development Agency CITY OF SANTA ANA: David Cavazos City Manager CONSULTANT: Alexa Smittle Vice President 25A -8 Small Business Community and Downtown DRAFT ......... . ... ... _ _._.__. . . .. . ........ . . .......... ..... -- DATA Low rents and high vacancies in downtown and So. Main _...._..- .,..._..... -. _.._.._.... _._.- ................ Larger parcel sizes in So. Main more conducive to redevelopment, but many absentee landlords Upper floors in many downtown buildings require significant investment to attract users _---_--..-, - .............. .. _........,. City business license data too convoluted to provide good insight INFORMATION SOURCES TAPPED Downtown Inc Santa Ana Business Council Main Place Mall Chamber of Commerce ................. ..... _...... _. OPEN San Antonio Community members WHAT IS WORKING Chamber walks . °- --- ------- Localentrepreneurship - _Business_coaching -at- Main - Place-- - -------------- Coordination between SABC and Downtown Inc liaisons City downtown liaison HEARD, INFERRED, & OBSERVED Business license tax too expensive for small businesses — _. - ...,- -- ------ ------- -- --- I ------- I ............... ._.. Prior small business grant program was hit and miss .. .. ......_._ ............... _...,...................... Downtown business ecosystem far more fragile than it appears Continued challenges to align the Business Improvement District operating agreements with SABC and Downtown Inc. General discord among different special interest groups Continued conflicts between business groups and City Hall, particularly related to large events Too much focus on downtown vs. other commercial areas of town Homelessness issues deeply impacting businesses and desirability, especially in downtown ... --- --.. _----------- ..... ......................- -- -..... _.... Upper floors in many historic buildings need substantive investment to appeal to new business or residential tenants Parking options downtown don't encourage people to stay - - ............ - ° --- ----- - - -- Poor street lighting in some commercial areas gives a bad impression to visitors at night ....................... Train station area is underutilized Deep- running fear of gentrification / bias favoring outside businesses --- - ------ - --- --------,._..,...,. Small firms seeking capital will locate in Irvine - better reputation among investors CITY STRATEGIES New operating agreement between City and downtown BID groups. SABC /DTlnc must put forth collaborative proposals for expenditures, events, etc. City will follow lead _. . Incent local hires and locally -owned businesses through reduced, business. license fees. or other. benefits Create low -cost pop up incubator opportunities in vacant spaces for So. Main to generate interest in filling storefronts or redeveloping sites. When seeking vendors, offer consideration for residents (e.g. points.in.a. point- driven.ranking. scale,)..- ....,__ .., Collaborate with the Chambers,, BID. to create business coaching . /training.opportunities..., .. . Activate train station area through increased events, reconsidered tenant mix, and ultimately increased .,connectivitx with central downtown ......... . ........................ _............................ ..- .._.- °--......._............ Improve streetlights to make commercial_ areas more invitin_gin. the evening._.,._..- .,_..._._.,. ........ _....... Revise business license process for better information gathering to increase business outreach and support MIS Education - DRAFT DATA Low incomes Declining. incomes .... ..... ........... Low graduation rates , ,.. High.service sector employment Young population INFORMATION SOURCES TAPPED Chamber of Commerce ... ............ ........ .... ._. ....... .._....- _........ Orange County Business Council OC Children and Families High School Inc .. ........ C College of California areer Kipp Schools Houston ........................... Workforce Investment Board Community Members HEARD, INFERRED, & OBSERVED Under - employment.-- ---- - -- ____ -------------- Minim um wage earners Parent engagement during early school years needs to be increased Poverty levels alone do not dictate kindergarten readiness Gap between high school and career Lack of personal career counselling Prior Santa Ana 2000 initiative lost steam over 25 years Limited interaction between SAUSD and City now WHAT IS WORKING Improved graduation rates and college interest through High School Inc Academies - ..._..... ° .. .... ...... -------- Increased parent engagement through the Latino Educational Attainment ..Program (OCBC1._._ .............. Higher levels of career counselling in private colleges Alignment of high school and college programming with the job market CITY STRATEGIES Re_ engagement with SAUSD for_------- .- _ - -. - -, (a) Tiered_expansionof_High.School Inc to- non - fundamental -high schools - - - -_, ....... _ ... (b) Introduction of LEA. program, - .- _.- __ - - - - -. -- City -grows role as bridge between. business community and schools . for . talent pipeline .management....... Improve career counselling support through the WIB 25A -10 Development -DRAFT DATA Comparatively weak office and retail lease & vacancy rates ...__..._..- - - -- - - - -- .... - -- Comparatively strong industrial lease rates Extremely high Class A office vacancies -23% Mall vacancies high - 14% 2015 saw negative net commercial absorption overall INFORMATION SOURCES TAPPED Real estate brokers ..Commercial developers Manufacturing businesses Small businesses Community members HEARD. INFERRED. & OBSERVED City not experienced same level of investment as neighbor cities since upturn Significant inventory of dilapidated / _outdated retail Permitting and entitlement process issues - too slow and cumbersome ........ .................... ...... ....° _ -- -- -- -- ._.. - -- City codes overly complex Too much uncertainty generated by high levels of discretionary approvals Poor customer interface at City Hall Need to improve overall City image to attract investment Need some "high profile" wins to market and improve investor interest Not enough new rental housing near downtown to support local businesses New rental housing needs to serve multiple audiences for different income and lifestyles WHAT IS WORKING Location and freeway,access Staff, interaction with developers Housing in walkable areas to support local retail and promote health CITY STRATEGIES Increase_by -right development opportunities to.signifi can tly- reduce discretionaryprocedures Focus density opportunities on major corridors /transit centers and southeast commercial pockets Ensure a range of incomes in new rental housing development focused in walkable nodes through the use of in -lieu and other available housing funds - _._.. -- - ----------- ------ - --- - -- - - - -- - - - -- ---------------- - _- ......_- - -._._ ---- -- ------ ----------------- Develop a marketing and branding strategy, and uphold its promise including training at City Hall at public counters......,._ ............ ..,- - ...__........ ---- -- -- ---- Increase and improve connectivity with local businesses to achieve ED goals; including defining roles for Chamber and City staff 25A -11 Business and Job Clusters -DRAFT DATA OC strongest regional clusters are business services and distribution & e- commerce -- -.- ._._......... .. ...' -------------- ..... .............. ... OC strongest local clusters are health care and service sector --------------------- ... . Largestjob growth anticipated for administrative services and professional services - - .- ._.......-.. °------ --------- ......... SA residents - very high comparative employment in service sector Most residents leave city for jobs in restaurants, hotels, manufacturing, administrative services, and construction ...... --------------- ------ ....,.,. City imports workers for government jobs, legal professionals, consultants, and wholesale trade - ....... .............. ................. _.._. City local employment clusters are greater than County average in only public administration and education In regional employment clusters, city stands out for education, IT & analytical instruments. INFORMATION SOURCES TAPPED Local .. manufacturers -- --- - - - - - . _...------- --- ...... - OCBC - ---._._.. .....- ------- .... .............. Brokers --- - -- --------- ---- - - --- --------------- - Community members HEARD, INFERRED,& OBSERVED Traditional manufacturing jobs continue to move to Mexico - - - -- --------------- -- -- .. .................. ....... Manufacturing is much more technology driven,today than even 5.yearsago -_,,._ ., , CEQA makes manufacturing relocation challenging inmany cases---------- ---- -- --------- State -level CEQA exemptions available around transit hubs ----... _. ... ..--------------- ----------------------- ._..------- Medical /heart- related manufacturing has - -long history in OC_.__.- .- .- ._....._... Manuf. biz stay as own land and no good reason to move, but no particular attachment to SA "Factory floor" jobs below livable wage for .00, - albeit well above minimum Businesses - including IT and e- commerce cluster as well as manuf related - have increasing need for fiber /data availability- - - - - -_ _ , ... WIB services are often unknown .. .............. _. -.... _................_ _............... _. Rapid expansion of marijuana dispensaries in city following local ordinance has mixed reviews by community; however, statewide legalization will be voted on in November. WHAT IS WORKING Long- standing manufacturing base still feeds above minimum wage jobs_ Business wnership of land Building u- p support industries for clusters Increasing technology infrastructure to accommodate users and plan for greater data needs CITY STRATEGIES Plan for and help extend medical - related uses from Orange into No. Main to capture strong cluster jobs, proximity to established users ------- _...... ------------ --- .....­­ -------- -----_....._ ........ - --------- .- ..._- --- --- -........ --------- - - -- ------ ---- .......... Facilitate connection between local manufacturers and major employers and HS Inc / SAUSD / WIB for job training and placement - ---- --- ------------ -------- . ---------------------- .. ----- _ --------------- --- ------- - -- -- ------- ---- -- _ --------------- _. Opportunities to plan for expanding marijuana industry as it relates to medical technology and support industries _........... ,...... ._ ------------ ------- - - .......... -- - ................._...--- - -..... Develop plan for Smart City future to ensure continued ability to retain businesses, improve data collection and usage, foster creative culture 25A -12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: CONTRACT RENEWAL WITH SYSTEMS AND SOFTWARE, INC. FOR UTILITY BILLING SOFTWARE UPGRADES AND EXTENSION OF MAINTENANCE AGREEMENT (STRATEG PLAN NO. 7, 5) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: rFGI11:1000 0 As Recommended ❑ As Amended 0 Ordinance on tat Reading 0 Ordinance on 2nd Reading ❑ Implementing Resolution ® Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a third amended agreement with Systems and Software, Inc. for a comprehensive upgrade of enQuesta, the City's utility customer service and billing system to include additional services for interactive voice recognition and mobile app integration, and to require approval for ancillary funds for hardware acquisition for an amount not to exceed $249,700. Authorization of third amended agreement to also include ongoing system maintenance for the annual calendar year periods of 2016, 2017, and 2018, along with two additional one year extensions for the annual calendar year periods of 2019 and 2020 exercisable by the City Manager and City Attorney, subject to non - substantive changes for an amount not to exceed $798,895. DISCUSSION Staff recommends approval of a third amended agreement ( "Amended Agreement ") with Systems and Software, Inc. for the City's existing utility customer service and billing system, ( "enQuesta "), to be upgraded from version 3E software to version 4.5, as outlined in the Amended Agreement (Exhibit 1). In order to ensure the City is keeping up with best practices as they relate to utility customer service and billing technology, a comprehensive upgrade for enQuesta is needed including, but not limited to: single sign -on web portal and electronic billing and payment presentation, real -time payment posting, mobile tablet and smartphone application services together with real -time interactive voice recognition ( "IVR ") access, and transition to advanced metering infrastructure. Staff also recommends that at the same time enQuesta IVR and mobile application integration "GO App" modules be licensed to fully support over the phone account access, which will permit customers to view their accounts, receive account messaging from the City, and make payments on a mobile basis. 2513-1 Contract Renewal with Systems and Software, Inc. for Utility Billing Software Upgrades and Extension Of Maintenance Agreement March 15, 2016 Page 2 The existing version of enQuesta was implemented in 2009 as part of an integrated Finance and Utility Billing software project between the City, Lawson Software, and Systems and Software, Inc. and now manages over 45,000 utility accounts and processes over 324,000 municipal utility services bills each year. In making a timely transition from enQuesta version 3E to version 4.5 the City will be following in the footsteps of comparable cities such as Anaheim Public Utilities and Riverside Public Utilities, as well as the South Coast Water District. The combined cost for upgrading the City's existing enQuesta system and related infrastructure, including additional services and equipment costs is $249,700. The breakdown of costs associated with upgrading are as follows: (1) Upgrading existing enQuesta customer service information system and ancillary utility billing software modules from version 3E to version 4.5 - $194,500; (2) Licensing an Interactive Voice Response (IVR) integration with Selectron Technologies, Inc., the City's IVR provider - $24,000; (3) Licensing an integrated mobile application (enQuesta GO App) - $7,000; and (4) Expenditure of budgeted funds for related hardware and associated virtualization costs needed to develop and maintain enQuesta 4.5 training, testing, and production environments - $24,200. Staff also recommends renewing the existing maintenance agreement that provides annual basic software maintenance and support, which entitles the City to receive version software updates and technical support services for enQuesta as well as the third -party Oracle database software used by the enQuesta system. The agreement stipulates the maintenance plan continue to renew automatically for each contractual year unless canceled. The current year (2016) basic maintenance fee is $137,236 and is subject to a maximum increase of 4% annually for the annual calendar periods of 2017 and 2018 and the optional one (1) year extensions for 2019 and 2020 exercisable with a written request by the City Manager. In addition, staff requests authorization for related ancillary maintenance funds for IVR integration and mobile enQuesta GO App integration modules in the amount of $15,000 beginning fiscal year 2016 -17. The ancillary maintenance amount includes an initial $2,500 for 2016, which is prorated for "go -live" months of November and December, then increasing to $12,500 for full 2017 year. Annual increases during the remainder of the base contract period shall not exceed 4 %, to include 2019 and 2020 calendar years(s) upon the exercise of optional one (1) year extension(s). Anticipated enQuesta software maintenance costs, basic system and ancillary upgrade combined total $798,895 and are outlined in the Fiscal Impact section below. 25B -2 Contract Renewal with Systems and Software, Inc. for Utility Billing Software Upgrades and Extension Of Maintenance Agreement March 15, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 - Team Santa Ana, Objective No. 5 (Create a culture of innovation and efficiency within the organization). FISCAL IMPACT Funds will be budgeted and available for upgrade project completion costs as follows Description Account No. FY 2015 -16 FY 2016 -17 Amount Upgrade of Software 10910144 -66510 $ 86,000.00 $ 108,500.00 $ 194,500.00 IVR Integration 10910144 -66510 $ 0.00 $ 24,000.00 $ 24,000.00 GO App Integration 1 091 01 44 -6651 0 $ 0.00 $ 7,000.00 $ 7,000.00 Hardware /Virtualization 10910147 -66400 $ 24,200.00 $ 0.00 L_24 200.00 Total Upgrade Project Completion Cost: $ 249.700.00 Funds will be budgeted and available for on -going basic software system maintenance and ancillary upgrade maintenance as follows: Description Account Na Fiscal Year _ Amount Basic Software System Maintenance 10910144 -62300 FY 2015 -16 $ 68,618.00 and Ancillary Upgrade Maintenance 10910144 -62300 FY 2016 -17 $ 148,730.50 10910144 -62300 FY 2017 -18 $ 158,329.50 10910144 -62300 FY 2018 -19 $ 164,663.00 10910144 -62300 FY 2019 -20 $ 171,250.00 10910144 -62300 FY 2020 -21 $ 87 304.00 Total On -going Maintenance Cost: §_798,895.00 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Jac fTieulla Executive Director Chchnology Innovations Officer Finance and Management Services Agency Inf mation Technology Department WH Exhibit: 1. Amended Agreement 25B -3 25B -4 THIRD AMENDMENT TO AGREEMENT `PHIS °rHiRD AMENDMENT TO AGREEMENT is entered into on March 15, 2016, retroactive to January 1, 2016 in order to provide continuous uninterrupted service, by and between Systems & Software, Inc., a Vermont corporation ( "S &S ") and the City of Santa Arsna, a charter city and municipal corporation organized and existing under the Constitution and laves of the State of California ( "City "). RECITALS: A. The parties entered into that certain Agreement A -2004 -053, dated March 3, 2008, (hereinafter "said Agreement ") by which S &S has licensed to City, utility billing application software, along with support and maintenance of such software. B. The parties successively entered into: (1) a First Amendment to that Agreement (A- 2010 -016) on February 10, 2010 to clarify the process for annual renewal of support services and to amend the calculation by which the Support Service Program cost will be adjusted; and (2) a Second Amendment to that Agreement (A- 2013 -003) on February 13, 2013 to amend said Agreement to extend the Terms by one -year with the option of two additional one -year renewals. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in the afore - mentioned First and Second Amendments to said Agreement, the parties agree as follows: 1. The parties hereto now desire to amend said Agreement to extend the Tenn by three (3) years beginning with the 2016 calendar year with the option(s) to further extend said Agreement for two additional one (1) calendar year period(s) (2019 and 2020), exercisable by the City Manager and City Attorney upon a written request executed by the City Manager, subject to non- substantive changes approved by the City Manager and City Attorney. 2. The parties hereto now desire to amend said Agreement to upgrade the enQuesta Customer Service Information Service and Utility Billing Software application (version 3E) as described in Exhibit 1 of said Agreement ( "enQuesta ") to version 4.5 as described in S &S'enQuesta Upgrade Statement of Work, dated February 16, 2016, which is herein incorporated by reference as Exhibit A. 3. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A in accordance with the Payment Schedule as set forth in Appendix F. The total sutra to be expended thereon under this Agreement shall not exceed $225,500.00 for the enQuosta version 4.5 upgrade. In addition thereto, the City agrees to pay and the Consultant agrees to accept the enQuesta software maintenance ;payment schedule as set forth below: Base Contract Period (2016 & 2017 & 2018) Basic Software System + Upgrade Maintenance FY 2015 -16 - $137,236 +$ 0 $137,236 FY 2016 -17 - $142,725 + $ 15,000 = $157,725 FY 2017 -14 - $148,434 + $ 13,000 $161,434 Total = $456,395 Optional Contract Period (2019 & 2020) Basic Software System + Upgrade Maintenance FY 2018 -19 - $154,372 + $ 13,520 = $167,892 FY 2019 -20 - $160,547 + $ 14,061 = $174,608 Total —$342,500 - . The total annual sums as set ,forth .above represent the maximum software maintenance payment. schedule. The atmnual sum due shall not exceed said annual amount and shall be computed in accordance with Section 4, SUPPORT SERVICES, subsection C "Enrollment & Pricing " as amended pursuant to the First Amended. Agreement (A-2010-016) which provides that the minimum annual increase shall be 2,5 % and the maximum increase shah not exceed 4 %. 4. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. S. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. 6. This Agreement must be signed below and play be signed in counterpart and delivered by fax, email as a PAZ' (Portable Document Format) file attachment, or other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. 11/ {Signatures on following page) Z 25B -6 IN WITNESS WHE-REOF, the parties hereto have executed this Third Amenchnent to Ageemem the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS *TO FORM: SONIA R. CARVALITO City Attorney By. Usa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL Francisco Gutierrez Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager Systems & Software, Inc. Naine: Title: Tax ID# 3 25B-7 r -oo EXHIBIT A City of Santa Ana enQuesta Upgrade Statement of Work February 16, 2016 Systems & Software City of Santa Ana - enQuesta Upgrade Statement of Work Page 1 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject to 2e."-Afo -ia Public Records Act Document Control Reviewers Approvals Distribution .Name Position Name Position Name Location Santa Ana Santa Ana CA S &S I Williston. VT City of Santa Ana - enQuesta Upgrade Statement of Work Page 2 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t t ilifiry Public Records Act Table of Contents INTRODUCTION................................................................................... ..............................4 Background................................................................................. ..............................4 Objectives................................................................................... ..............................4 SCOPE AND RESPONSIBILITIES ....................................................... ..............................5 ProposedScope .......................................................................... ..............................5 NewFeatures List ....................................................................... ..............................5 Project Responsibilities .............................................................. .............................16 enCluesta Upgrade Proposed High Level Activities and Timeframe ........................22 ServerHardware ........................................................................ .............................23 Outof Scope .............................................................................. .............................23 PROJECT COMMUNICATION ............................................................. .............................25 Change Control Process ............................................................ .............................25 Project Team Communication and Responsibility ....................... .............................25 Issue Escalation Process ........................................................... .............................25 APPENDIX A - INTERFACE LIST ...................................................... .............................26 APPENDIX B - SAMPLE SIMULATION PLAN ................................... .............................27 APPENDIX C - CHANGE REQUEST FORM ....................................... .............................28 APPENDIX D - PROJECT ACCEPTANCE FORM ............................... .............................29 APPENDIX E - DETAIL PRICING APPENDIX F - PAYMENT MILESTONES ......... 30 ......... 31 City of Santa Ana - enQuesta Upgrade Statement of Work Page 3 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t2tb-,§lif1nf Public Records Act INTRODUCTION Background The City of Santa Ana and Systems & Software, Inc. (S &S) have agreed to engage in the upgrade of the existing enQuesta Customer Information System (CIS) and ancillary modules. Under this arrangement, the City of Santa Ana will upgrade from their currently installed release of enQuesta 3e to enQuesta 4.5. With this upgrade, the City of Santa Ana will be moving to a leading edge Customer Information System (CIS) platform that will act as a springboard for current and future customer service enhancements that the City of Santa Ana will look to be rolling out. In addition, enQuesta 4.5 is fully compatible with any AMI "Smart Grid" meter system initiatives that are coming to the City. The City's continued enQuesta investment is a sound investment for delivering the functional and technical benefits that the City is looking for. From this point forward, the City of Santa Ana shall be referred to as 'the Customer' and Systems & Software shall be referred to as'S &S'. All future references to enQuesta shall specifically refer to enQuesta v4.5 unless otherwise specified. All future references to the enQuesta Reporting Portal, WebConnect and other ancillary modules shall specifically refer to the enQuesta 4.5 version unless otherwise specified. jectives • Establish the Customer on the standard version of enQuesta 4 (Version 4.5). • Implement the new features that have been identified within this statement of work. • Assist the Customer in upgrading to the most current versions of Database 12c, Operating System and Middleware. • Identify areas for process improvement and make best practice recommendations within the scope identified in this statement of work. • Upgrade S &S' next generation reporting solution, the enQuesta Reporting Portal, to the current version utilizing Cognos BI 10.2. City of Santa Ana - enQuesta Upgrade Statement of Work Page 4 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�t lifl2' Public Records Act SCOPE AND RESPONSIBILITIES Proposed Scope • The core CIS (Billing, Service Orders, Collections, Customer Care) and ancillary modules will be ported forward to allow for continued use of existing functionality. • enQuesta system interfaces that are currently licensed will be ported forward and maintained in their as -is state, unless modified per this Statement of Work. (See Appendix - Attachment A - Interface List). • enQuesta system modifications and enhancements that have been implemented by the Customer will be ported forward and maintained in their as -is state, unless modified per this statement of work. The customer has elected to implement the following new features: New Features List This enhancement list serves as a basis to describe selected major features and changes within the enQuesta product release. Advanced Search Advanced Search provides a quick, powerful way to locate customer accounts. After every keystroke a new search is sent to the server. Similar to a Google search, the idea is that the user checks the results as they type. If the result they are looking for is not within view - they simply keep typing to further refine the search. The goal is that each search is satisfied without the user having to scroll or page through the results. Advanced search allows for partial names to be entered. For example'jo' will match upon 'Jones,' john,' or journal st.' Behind the scenes it is creating a wildcard query. So for example 'jo' is sent to the server as'jo *'. This is very powerful and means that the user doesn't have to completely type each term they are looking for. For example a query of Jon sol' might be all that is needed to find customer Jones living on Soldano Ave. The Inguiry Portal Advanced Search feature has been enhanced to allow users to save personal search criteria sets for future use. Also, users who are configured to see the same Inguiry Portal view have the ability to save and share search - criteria sets. Routing Work Orders via Work Queue Some work orders require follow -up tasks outside the work order itself. For example, a follow - up call to make sure a recent complaint has been resolved. Work order types can be configured to assign such tasks to specific employees by e -mail and to generate an entry on their Task Routing Work Queues to organize and facilitate these follow -up tasks. Things like: • Calling back two weeks after a complaint to ensure that the customer has been satisfied • Sending an e -mail • Mailing utility literature /documentation • Arranging a replacement refuse bin for a customer with a broken bin City of Santa Ana - enQuesta Upgrade Statement of Work Page 5 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�t lifIr Public Records Act • And so on Or, the main task of a work order might be complete, but secondary tasks remain. These situations are where the enQuesta Task Routing Work Queue can help: It prompts the right employee(s) to execute required follow -up action later on — independently of the work order. WebConnect"" Account Reminders WebConnect was enhanced to provide Utility customers with a popup alerting them to update their personal information based on configurable time - frames. When a customer opens a new WebConnect account or their personal information hasn't been updated in the defined number of months, the Information Update Notice popup will display. Any changes the customer makes online to their personal information are automatically updated to the enQuesta databases, with no work order being created for these changes. enQuesta Credit Refunds We have added substantial functionality the Credit Refund processes. There is a new option in On -line Posting that allows a user to enter Credit Refunds to one account regardless of the active code. The user selects a reason code that is visible on the inquiry screen for future references. Once the Credit Refund is entered, a Fast Fact will display and a pending transaction shows in billing history. With enQuesta v4.5 we now support the following business requirements: • Business Rules can be defined by reason code for grace period, maximum /minimum balance, approval required and approval amounts. • Ability to have a grace period between the last payment date and the issuance of a refund check. • Ability to issue a credit refund, regardless of the balance due on the account, in the event of a payment made in error. • Ability to cut a check for any specified amount regardless of balance of account but not to exceed the credit balance on the account. • Ability to automatically generate security deposit refunds as a credit to the account based on pre- defined rules. • Ability to issue a check for a user - specified amount for any reason (over charges, etc.) regardless of the account balance. • Provide on -line reviews through work queue of any credit refunds that did not pass the business rules based on the reason code: • Approve • Deny • Add Stop Credit Refund Flag • Remove Stop Credit Refund Flag Notifications & Communication Preferences Utilities can now give their customers the option of signing up for account -based reminders via a range of methods from email to paper to SMS Text Messaging. This functionality is supported via Call Center input from Inquiry Portal, as well as Customer Self- Service via WebConnect. In City of Santa Ana — enQuesta Upgrade Statement of Work Page 6 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tptbe 1114 Public Records Act addition, we have included powerful 3rd Party and Co- tenant functionality to ensure that the complete range of account relationships handled by the utility is covered. (Please note: SMS capability is dependent upon the utility having a relationship with Yd party vendor, Integration services are not included in the standard enQuesta SOW. S &S can recommend providers we have worked with in the past.) Storage, Retrieval, and Delivery History for enQuesta- Generated Documents If a utility uses the enQuesta Document Designer tool to create documents (Letters, Work Orders, Bills), these documents can now be viewed in PDF format directly from the Inquiry Portal — in context of the account being viewed. The display includes details such as Delivery Methods (Email, Paper, and Text), Delivery Dates, and Statuses. In addition, the CSR is able to resend the documents directly from the Inquiry Portal interface. Notepad Expiration Date enQuesta now provides the ability to have expiration dates on user - defined notes. Expiration dates can be set up at the time of creation. All system - generated notes will also generate an expiration date if the Notepad Types Expiration Days are configured to expire. enQuesta General Ledger Expansion The enQuesta system was enhanced to allow for flexible GL Account Number formats. The GL account number can now be up to 80 characters. In addition, new Look Up functionality has been created to allow for GL Account Descriptions or Segment Fields to be retrieved from the database in real -time. Billina Algorithm Tool With the latest version of enQuesta, the Billing Algorithm Tool enables one rate to act differently for different accounts based on specific account attributes. It enables utilities to modify specific billing -rate functions dynamically according to variables at the account, premise, service, meter, or item level. The Billing Calculation normally applies billing rates even - handedly across all accounts. However, a utility may sometimes want to target- modify (at the account level) an ordinarily - fixed element of a rate (an operand). Examples of such modifiable operands are step -rate tier size /charge, customer charge, and discount amount. The Billing Algorithm Tool modifies rate operands automatically at the account level according to configurable formulas (algorithms) containing customer - specific variables. Algorithm -Tool formulas can be applied to specific rate operands inside specific rates during Billing Rate setup. For example, the tool could generate a formula for target- modifying a Primary rate's step -tier amount for customer accounts having a particular report code variable or modifying a discount or surcharge amount for accounts in a specific property class. Or, a particular step tier of a particular rate might have its tier size set to zero by a formula — causing the tier to be intentionally ignored during the Billing Calculation. This functionality also works with Item Rates and Item Rate Driver. GL Batch Drill Down A new Accounting Inquiry has been created based on GL batch number that can drill through to the CIS detail data (such as the Billing Register). This interactive reporting feature lets you scrutinize G/L records down to individual transaction records for specific accounts. City of Santa Ana - enQuesta Upgrade Statement of Work Page 7 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�t�lifI� Public Records Act A G/L batch is created whenever an enQuesta update is run. The G/L Batch Inquiry Drill Down lets you: • View all the different enQuesta Account Type /Account Code charge combinations (reference numbers) comprising the selected G/L batch's charges. • Within each charge reference number, view all G/L account codes and their corresponding debits or credits. This also normally displays in relevant G/L journals. This normally displays in relevant G/L Journals. • Cross check for each reference number charge the total of G/L debits or credits vs. the total of corresponding CIS History transactions (such as Billing History or Cash History transactions). These should have opposite signs and net to zero. • Download /open a CSV file providing an account -by- account breakdown of all the enQuesta CIS history transactions for a selected reference number within the selected G/L batch. • Automated balancing spread sheet is available during all updates that affect GL Control accounts. Also, the user can be notified if the trial balances for A/R and Deposits are not in balance with the General Ledger. Deposit Transfers The enQuesta Work Order programs were modified to provide additional functionality for Deposit Transfers. When a customer moves from one premise to another within the utility's service area, an additional deposit amount can be required, if warranted. A few specifics: • enQuesta work orders will now calculate the deposit increases /decrease when a customer moves from one premise to another. The work order will display the minimum increase, calculated deposit amount, deposit transfer amount and new deposit amount and refund amount. • enQuesta now distinguishes between "Current Billed Deposits" vs. "Past Due Billed Deposits ". The payment priority now has a new option added for "Past Due Deposits ". This will allow payments to be applied to "Billed Past Due" deposits vs "Current Billed Deposits ". o The collections process has an option to include "Past Due Deposits ". • The "Auto Deposit Refund" now allows for account selection based on credit score. • The "Auto Deposit Increase" now selects account for increased deposit based on credit score. The work order system has new validation to ensure deposits are transferred and refunded correctly and are kept in balance. Work Order Inauiry Leveraging the framework established with the Advanced Search, enQuesta v4.5 includes a new "Work Order Inquiry" Search. This supports the ability to search for specific ranges of Work Orders Numbers, Routes, and Cycles in a dynamic, auto - filtering fashion. Work order search enables you to quickly look up — across all enQuesta accounts — all the work order records for any particular: • Route or cycle (or one or more ranges of routes of cycles) • Work order year City of Santa Ana - enQuesta Upgrade Statement of Work Page 8 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tAblif% Public Records Act • Work order number (or one or more ranges of work order numbers) • Work order type (such as Meter Exchange, Move -Out Move -In, Add Budget, etc.) • Meter or communication device • Schedule date or date range • Application • Work Order Status (History, Complete, External, Hold pending a reading, Not Printed, Printed, etc.). You can also filter simply for orders not yet in history. • Service area • Field worker • Property class • Customer name (across multiple accounts) • Address (across multiple accounts) After you set your desired search term(s) and filter(s), enQuesta lists work orders satisfying your criteria. This scrollable, multi - column result list includes over twenty order parameters. The Work Order Search screen provides you with these useful link columns: • [Work Order] Number — Click this link to display the work order in View mode (read only). When done, click the Back button until you return to Inquiry. • Account Number — This exits you from Work Order Search and takes you to that work order's specific account in Inquiry, where you can perform work -order or other actions as you would normally. Batch Rebill Standard REBILL on the Online Posting menu is a manual procedure used to individually set one or more accounts to re -issue the latest bill during a subsequent "Special Billing" run. This type of REBILL is typically run to correct parameters such as rates, dates, or readings that were incorrect on the original bills of a small number of accounts. But what if a large number of just - billed accounts are affected by such an error? For example, every account in a particular billing run or every account billed with a particular rate. To solve such larger -scale problems, the automated BATCH SET ACCOUNTS TO REBILL and BATCH SET ACCOUNTS TO REVERSE programs are now available from the enQuesta v4.5 menu system. Unlike the Online Posting method, where you mark accounts for REBILL individually, in BATCH SET ACCOUNTS TO REBILL and BATCH SET ACCOUNTS TO REVERSE you first create and then upload into enQuesta a text file listing all the accounts to receive the adjustment. City of Santa Ana - enQuesta Upgrade Statement of Work Page 9 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tA liflal Public Records Act Essentially, all three rebill methods follow these general steps: 1. Setting Accounts to Rebill — Includes setting the Customer Master File's Status Code to tag the account to receive a rebill during the next special billing run for the applicable rebill type. 2. Correcting What Was Wrong — User fixes the incorrect rate, date, reading, or other parameter that caused the bill problem. 3. Performing a "Rebill Special Billing" Run — enQuesta backs out (offsets) the old bill and (except for the BATCH SET ACCOUNTS TO REVERSE program) creates a new bill to replace it. enQuesta Work Queue enQuesta Task -Based Work Queue System - Provides a central location to view and manage daily tasks that require user intervention. S &S will provide the following four (4) work queue configurations as part of the standard deployment for the upgrade. The Customer will be responsible for writing and testing optimized SQLs to create any additional queries and S &S will add these SQLs to the Work Queue configuration as a regular part of the annual support and maintenance contract. The Customer will be responsible for the performance impact that any such SQLs may have on the Work Queue as well as other areas of the system The Customer has requested 3 new work Queues Credit - New CIS report, Billing Accounts in Flat, and CIC changes to error Que. The customer will be providing more details for these Queues to be created and S &S will work with the customer to get these deployed. S &S will be adding enhancements for this implementation to allow a user to select which query will run instead of all query running when entering the program. 1. Open Work Orders a. Standard filter will be provided and more specific user or group based filters can be created by the Customer based on the following criteria (e.g., filter for only open shut off work orders): • Work order type • Work order status (e.g., NP, PR, CP, HS, etc.) • Work order scheduled date • Worker b. Users will be able to complete the following actions from the work queue: • Access inquiry and account drill downs • Complete, void or create a work order • Re- assign a work order 2. Work Order Fatal List a. Standard filter will be provided and more specific user or group based filters can be created by the Customer based on the following criteria (e.g., only move in /out fatals): • Work order type • Work order status (e.g., NP, PR, CP, HS, etc.) • Work order scheduled date • Worker City of Santa Ana - enQuesta Upgrade Statement of Work Page 10 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tp�t f�lifirr Public Records Act b. Users will be able to complete the following actions from the work queue: • Access inquiry and account drill downs • Complete, void or create a work order • Re- assign a work order 3. Adjustment Approval (Multi -Level Adjustments) a. This work queue will display a list of the adjustments that have been made by users over the configurable dollar amount and time period parameters set by the utility using the enQuesta multi -level adjustment functionality. b. Supervisors with the appropriate security level will be able to approve or deny adjustments using this work queue. c. Multi -Level Adjustments requires business rules of the adjustment process be defined prior to going live with this module. 4. What I did today a. This work queue will display a list of all the accounts a user accessed on a given day. Document Desianer Document Designer is Standard and Utilized for formatting print templates for enQuesta Work Orders and Letter Generation. a) S &S will ensure that all letters and work order documents will be converted into Document Designer format prior to simulation. b) S &S will provide user training to the core team responsible for formatting enQuesta Work Orders and Letter templates. Job Scheduler enQuesta Job Scheduler - The enQuesta Job Scheduler allows the Customer to schedule key processes - taking away the need for human intervention. The Job Scheduler User Interface displays a forecast of pending jobs as well as status indicators for jobs in- flight. The product also supports the automatic notification of alerts to key utility resources. a) The enQuesta Job Scheduler will be set -up to include: Billing Processes: • Calculation • Pre - Billing Kick -out Processes • E -Bill Calculation • Bill Printing Collections Processes: • Delinquencies • Notices • Penalties • Credit Fund Transfers • Installments Break • Promise to Pay Break City of Santa Ana - enQuesta Upgrade Statement of Work Page 11 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t��lifirya Public Records Act • Shut -Offs Trial Balance WO Control Sheet WO Pre - update and Update Standard Cash Payment File Upload WebConnect GO Ana S &S will provide a mobile application (!Phone, iPad and Android) for use by the Customer's customer base as an extension of a subset of WebConnect functionality. The Customer will receive the latest v1.1 release with the following features included. !OS app will target 10S 6.1 or above • Android will target Android 3.2.2 or above • Apps will be branded with the Customer's Look /Feel (S &S will build UI with the Customer's direction) • The app can leverage pre- registered WebConnect user credentials • Customers have an option to register for an account from the app. • The app will present multiple enQuesta accounts tied to WebConnect accounts (as in desktop version) • Apple /Droid "marketplace /stores" will present N. Harris Computer Corporation as the developer of the mobile app • The Customer will review marketing verbiage for app descriptions to be displayed in each of the respective stores (Google Play Market Place, !OS App Store). • The Customer will provide test accounts both test and production environments for screenshots required by the download stores • "Make Payment" buttons - each enQuesta account tied to a WebConnect account will have a "Make Payment" button o Make Payment will launch the mobile version of InvoiceCloud's make payment screens. • Social Media: the app will support following the Customer's Twitter feed and Facebook page (if applicable) • The Customer will provide S &S RD access to WebConnect server to install ESB for required ports for communication between WebConnect /enQuesta /and Go • The following WebConnect functionality is supported: o View Summary: • Service Address and Web Connect email • Amount Belled • Amount Pending • Amount Due • Rate Description • Reading / Usage Chart • Meter # • Current Reading • Previous Reading • Consumption • Reading Date • Previous Date • Consumption Graph • Payment History • Update Mailing Address • Billing History with Past Bill Viewing • eBilling Enrollment /Update • Custom Links • 3 for the login page City of Santa Ana - enQuesta Upgrade Statement of Work Page 12 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tyrn� r•alitariya Public Records Act Push Notifications - S &S will work with the Customer to create push notifications for the following scenarios based on the enQuesta setup: • "Bill is Ready" • "Account Is Past Due" (Notices) • "Imminent Shut off' (Notices or work order) • "Global Message" to all mobile users • Push Notifications are fire /forget': this version does not support enQuesta acknowledgment of opened / delivered notifications • If the user's device is set to accept notifications, the Customer alerts will be delivered to signed -in accounts: this version does not support subscribe /unsubscribe profile updates • The customer is required to test and sign -off for Push notification criteria prior to live. WebConnect - Standard - Customer Self Service Web Portal No additional service for payment integration will be required if the customer uses InvoiceCloud for payment processing. If other vendors will be required, additional scope and analysis will be needed. Functionality Description Customer Over Web, enrolled users may use combination of Account Setup of Web Number and Last 4 digits of SSN (or other unique identifier) to Account - initially setup a new WebConnect account. An alternative will be Premium Account Number and Home Telephone Number. Access WebConnect users who do not know their SSN will call the Customer during business hours and speak with a CSR to establish access. The Customer assumes responsibility for ensuring proper authorized individuals are "set up ". The Customer will provide the last 4 digits of the SSN for gaining access to setup a WebConnect account. The user will proceed to account setup to then establish the new account. The user may select a unique Userid - Alphanumeric with a minimum length of 6 characters and maximum length of 12 characters The user may select password - Alphanumeric, case - sensitive with a minimum length of 6 characters and maximum length of 12 characters The user will be required to provide valid email address. This email address will required to complete the online setup process The user will be required to select and answer 1 "secret question" with the answer being used to authenticate identity should the user forget their ID or Password. When the correct answer is given to the "secret question ", a temporary password for that WebConnect account will be emailed to the user's email address City of Santa Ana - enQuesta Upgrade Statement of Work Page 13 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t2tfjE ,§lif2V Public Records Act City of Santa Ana - enQuesta Upgrade Statement of Work Page 14 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tcyf[, 11 rrya Public Records Act on file. When user enters Userid and temporary password, they will be prompted to enter a new, permanent password. Account Enrolled users will be able to view such information as account Summary owner, current balance, current & past due amounts and last payment dates. Billing History Enrolled users will be able to view a tabular list of the detail of previous Bills including such information as Bill date, Consumption and Bill Amount including Past Due Charges. The number of months of history available to users is configurable by the utility. Billing History will be able to be exported out to Excel with the single click of an icon. Consumption Enrolled users will be able to view a tabular list of the detail of the History last 12 Readings including such information as Reading Date, Prior Reading, Current Reading and Total Consumption. Users will have the option of viewing Consumption History in either tabular form or in a graphical bar format. Consumption History will be able to be exported out to Excel with the single click of an icon. Bill Enrolled users will be able to view the enQuesta bill image. This Presentment will be the same bill image format as is available through enQuesta. No actual integration to an imaging system is required or planned for, beyond that which is specific in this Statement of Work. Change Standard change password screen. Password User The WebConnect enrolled user will be able to change settings on Administration his /her WebConnect account such as change password, change email address and add /remove enQuesta accounts. The enQuesta operator will be able to manage WebConnect user accounts, reset a WebConnect enrolled user's password and create a WebConnect account for a customer. Configuration Utility website administrators will be able to control some of the Toolset content of the WebConnect portion of their website, such as the number of months of history that is displayed and the number of viewable bill images. They will also have the ability to manage the content of selected areas of Account Information and Service Request screens: e.g., add a message to the top of History screens. We have made every attempt to develop the product to be as configurable as possible. However, not all areas are configurable. If the Customer would like to make a change to screens or language that is not configurable in the product, it will be treated as an enhancement request. Utility A WebConnect administrator at the utility can upload selected Uploaded forms in any binary format. Forms City of Santa Ana - enQuesta Upgrade Statement of Work Page 14 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tcyf[, 11 rrya Public Records Act WebConnect Usage and Administrative Reporting The ability to understand what percentage of your enQuesta accounts use WebConnect and what volume of your service orders are generated through WebConnect will be available and the number of new WebConnect accounts. Payment Enrolled users will be able to view every payment transaction History made for each enQuesta account being managed by the WebConnect enrolled user. Payment History will be able to be exported out to Excel with the single click of an icon. Service The WebConnect enrolled user will be able to initiate any of the Requests service requests enabled by the utility for WebConnect. Some (Work service requests may require the enrolled user to enter additional Management) information. The following service requests may be enabled by the utility for WebConnect: • Change of mailing address and phone number • Transfer of Service (not available in real -time) • Disconnect Service (not available in real -time) • Promise to Pay If the utility is leveraging Promise -to -pay functionality, they will need to supply the eligibility rules at the start of the project • Electronic Bill Delivery Signup (tbd)]\ • Recurring ACH Payment Signup • Report Outage • Generic Question/ Message Note: Not all service requests are processed in real time. Some are processed with CSR intervention. Real -time service requests will automatically update enQuesta after the Enrolled User initiates the request. The Enrolled User will get an e -mail from the utility upon completion of the request. Real -time with utility - approval service requests function similarly to Real -time requests, but require the approval of the utility before completing the request. Approval is done by authorized utility personnel, through an approval work queue and assisted by a "wizard" that presents details entered by the Enrolled User over the web. The Enrolled User will get an e -mail from the utility upon submission of the request. City of Santa Ana - enQuesta Upgrade Statement of Work Page 15 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t edIlf2I' Public Records Act Project Responsibilities For a project of this nature and in order to ensure a successful enQuesta upgrade, it is necessary for the Customer and S &S to work cohesively as a team. To achieve this goal and set the proper expectations regarding roles and responsibilities, the Customer and S &S will each maintain a set of project duties. Customer Responsibilities I. The Customer will name a dedicated Project Manager to serve as the primary Customer point - of- contact for this project and represent the Customer on the necessary project planning and implementation tasks and responsibilities. II. The Customer will name an Executive Sponsor and provide Functional Subject Matter Experts for duration of project. III. The Customer will work with S &S to identify requirements for those business procedures that have been modified since the last enQuesta Go -Live. Note that changes in process not supported by enQuesta may result in changes in project scope. IV. The Customer will ensure that the current enQuesta data environment is clean prior to the data conversion to enQuesta v4.5. The Customer will provide the first data cut. The Customer's data cleansing activities must be completed by the beginning of the second conversion test and include fixing all "bad" records identified during the initial conversion process. Bad data elements are identified as Eager and Lazy constraints. Eager constraints require correction or errors will exist within the enQuesta portal when an account is accessed. Clean data also entails completing end of day enQuesta tasks, such as work order, hand held, cash, and credit and collection run sheets. Except for the billing run sheet, where S &S will provide specific instructions on how and when to do a data cut so that we are able to do a billing parallel data validation test, clean data generally entails that there are no open batches in the system and that any daily/ weekly/ monthly and interface run sheets have been completed if they have been started. Run sheets, save for billing, should be complete by the beginning of each data cut and conversion. S &S will provide specific instructions and documentation on how to prepare your existing environment and how to execute a data cut for each data conversion. V. Prior to the first conversion, the Customer must have the latest MR in their production environment. VI. The Customer will participate in data conversion/ data validation through the use of existing enQuesta version to enQuesta v4.5 comparisons and then by reviewing specific reports. VII. The Customer will provide formal sign off (sample sign -off documents provided in Appendix D) on project related documents and deliverables including: Business Requirement Documents as required, Testing, Training, Simulation, Go -Live, 30 Days Post Go- Live /System Acceptance. Sign -off is required within 5 days of the completion of each milestone event unless a showstopper issue has been clearly identified, documented and agreed upon by both parties. VIII. The Customer maintains primary responsibility for the testing of enQuesta functionality once deployed to the Train environment. The Customer is responsible for creating and executing a set of Test Cases that will ensure the system is tested thoroughly by the Customer prior to Simulation. IX. The Customer is responsible for ensuring that key personnel and users have successfully completed end -user training offered remotely and /or onsite. The Customer bears the responsibility for any and all travel and living related expenses for customer personnel. S &S has provided a travel budget based on estimated number of trips. City of Santa Ana - enQuesta Upgrade Statement of Work Page 16 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�tlifN nia Public Records Act X. The Customer is responsible for devising a Simulation plan and completing all Simulation activities. The Simulation will replicate the actual Go -Live by providing a dry -run of the Go- Live activities. The Customer is responsible for testing all business processes, including interfaces, during Simulation. Please see "Appendix 8 - Sample Simulation Plan" for a typical Simulation plan. XI. The Customer will provide meeting room space to serve as a Project Conference room, as necessary. Meetings will typically range from 5 to 10 people. XII. The Customer will procure and complete the initial set -up of all enQuesta environments to include Production, Train and Test. The initial set -up will include installation of the required operating system for each of the enQuesta environments, per S &S recommendations. These recommendations can be found in the "Server Hardware" section of this Statement of Work. Installation of database software will not be part of the initial set -up performed by the Customer. Note - if the initial Customer set -up is not completed by the agreed upon date within the Project Plan, this may result in the shifting of key dates including go -live which may result in a change of scope and be subject to a Change Order. XIII. To maintain a single IP address and interface configuration, it will be necessary for S &S to hop (via SSH) to the WebConnect servers in Production and Train /Test. The Customer will provide direct connectivity to the enQuesta servers, and an Indirect connection / Hop will be instituted from the application server, database server, or Citrix via SSH to connect to the WebConnect Server allowing S &S to provide secure, authorized remote support by utilizing the existing VPN or one of the following methods: a. A Cisco ASA5505 Security Device residing on the Customer's network configured using a private network not on the Customer's LAN. b. A site -to -site connection compatible with S &S' CISCO 5512 -x ASA VPN Concentrator. Our preferred network connection is at least 1.5Mbps. The WebConnect servers should be in a DMZ or isolated from production LAN via a firewall, XIV. enQuesta Printing /Printer Requirements - A variety of formats are output by the enQuesta application to include Postscript, PCL, and ASCII text. When selecting printers, the Customer needs to keep in mind as not all printers are capable of all these languages (postscript, in particular, is often an add -on feature at extra cost if available for a particular printer model). It is recommended that when selecting a new printer, the Customer discuss with your vendor your needs and that of enQuesta to gain assurance that the printer is compatible with the languages noted above. Additionally, pin -feed or dot - matrix printers are not supported within enQuesta. Laser printers with network connectivity are required. XV. Cash Receipt printers must be capable of being accessed via a Network IP address, Serially attached Cash Receipt printers are not supported unless the Customer has created a Windows print service on the desktop to which that receipt printer is attached for the enQuesta server to send to over the network. XVI. The Customer will maintain the following for all enQuesta environments: a. Micro Focus Runtime - Server Express - 5.1 SP6 b. Micro Focus Database Connectors for Oracle 5.1 1. Four (4) 10 -packs have been included c. Micro Focus Developer - Server Express - 5.1 SP6 1. Four (4) developer licenses have been included d. RedHat Linux operating system 5.X. The Customer's Training Environment, Production Environment and Test Environment, if on separate servers, will require this operating system. 1. S &S to provide an ISO for RedHat Linux operating system. City of Santa Ana - enQuesta Upgrade Statement of Work Page 17 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tQt lif2rya Public Records Act e. Oracle 12c Enterprise Edition 1. For entities running an IVR or WebConnect, it is the Customer's responsibility to provide Oracle per Processor Enterprise Edition licenses. If the Customer has a separate Train and /or Test environment, additional Oracle licensing is required. At a minimum, the Customer should have Enterprise Edition per Seat + Licensing in place for the Train /Test environments. 2. Existing licenses purchased from S &S for Oracle 10g Enterprise Edition will be transferrable to Oracle 12c Enterprise Edition at no additional cost to the Customer beyond current maintenance and support agreement. This would not include Tuning & Diagnostic Packs, but this is not required for enQuesta v4.5. f. RedHat Linux operating system 5.0 or greater required for WebConnect 1. S &S to provide an ISO for RedHat Linux operating system. XVII. S &S recommends the following Client PC Hardware & Software to efficiently run enQuesta v4.5: XVIII. The Customer will be responsible for working with /managing their third party vendors which could include integration changes. Changes to the project timeline or the project plan due to the Customer and /or the Customer's third party vendors may result in a change of scope and be subject to a Change Order. XIX. The Customer is responsible for the generation of all reports outside the scope of this Statement of Work. S &S Responsibilities S &S is responsible for overall Project Management which primarily includes the overall execution of the formal project plan. The Project Manager will facilitate joint Project Team meetings and provide status reports as well as any Change Management and Issue Resolution updates. The project plan will serve as the roadmap which outlines the required steps to successfully and efficiently implement enQuesta and communicate effectively throughout the project. For the Customer's upgrade, S &S anticipates project duration of 9 months (or agreed upon project plan timing) City of Santa Ana — enQuesta Upgrade Statement of Work Page 18 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tptillfgrpia Public Records Act I. S &S is responsible for leading the Project Kick -Off which will include: Review of new features to be implemented, interfaces, test plan requirements, conversion expectations, pain points /business process review, data cleansing requirements, security review /changes, printer matrix, training matrix, document review (work order templates and letters) as required, simulation plan, go -live plan, signed quotes to ensure everything is carried forward, changes in functionality - reasons for why functionality may have not been preserved in v4.5. a. During the kick -off, S &S will review current business processes and pain points in Customer Service, Field Ops, Billing, C &C, and Accounting. Based on this review, proposed changes will be reviewed during Project Team Training. b. For the duration of the project TTP will be the method used to capture and document issues. Status of project issues can be viewed on -line (TTP login /passwords will be provided if required). c. In the event the project time line is shifted as a result of the customer or third party for the customer, S &S will do its best to reschedule resources. The customer must be aware that blackout out times will exist for S &S. The future blackout times will be communicated during the Kick -Off meeting. II. S &S will complete a network diagram which details all enQuesta hardware. III. Cognos - S &S will provide the updated Metadata document that lists the table(s) and view(s) changes as a result of the new enQuesta version. The new document will be provided to the customer within 2 weeks of the completion of the first conversion. IV. S &S will complete all data conversion activities. The data conversion process consists of a set of activities grouped into three primary segments: • Data Conversion Assessment - Inventory & Analysis • Data Conversion Mapping Design, Conversion Planning and Unit Testing • Data Conversion System Testing, Production Execution and Validation Data Conversion Process Overview Asse.s,nent Execution s.naaadaom s &s one Can ""Ni S &S will migrate existing enQuesta data to enQuesta v4.5 in an as -is state. S &S has included three (3) conversions. City of Santa Ana — enQuesta Upgrade Statement of Work Page 19 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tlytl]EdIlf2y' Public Records Act No plan or effort has been scoped or included for special requests to parse, transform or provide Customer specific data conversion services. No plan or effort has been scoped or included to physically archive any current enQuesta data. S &S has planned to convert all existing history currently on the Customer's production enQuesta system. Archiving of historical customer data is a recommended feature of enQuesta and is included as a benefit of the Annual Support & Maintenance Agreement (ASMSC). For optimal performance, S &S recommends that five (5) to seven (7) years of current customer data be converted and loaded into the new enQuesta system. S &S recommends that any data that is older to be archived to tables that are accessible using ad -hoc query tools (i.e. Cognos BI). The following will only be accessible via Cognos reports if it is archived: • Billing history • Consumption history • Reading history The complete Work Order history and Cash history will be accessible in enQuesta. The amount of data to be loaded into enQuesta during the conversion will be an important consideration before project kick -off as it will help determine the recommendations for database size. V. enQuesta Training S &S has planned for up to one hundred (80) hours for preparation and delivery of New Feature Training effort for the enQuesta upgrade. This effort includes completion of the training matrix, course scheduling, project team training, and end user training activities. The planning and development activities will take place remotely however the actual delivery of the training will occur on site. All Training will focus on the new features of enQuesta. Participants in project team and end user training programs shall be existing enQuesta users, and shall not require process related instruction. Training Matrix and Scheduling: The S &S team will provide the Customer with a User Training Matrix Template and work with the customer to complete details i.e. user names, positions and job functions. The purpose of the User Training Matrix is to list the users needing training. It is also used to identify security groups. S &S' proposed End User team training program includes the following courses contingent upon the final User Training Matrix. The training program shall not exceed ten (10) days. Project Team Training Hours per # of Total Session Sessions Hours Inquiry & Navigation 2 hours 1 2 Reading Edit Criteria 2 hours 1 2 Billing Collection Events 2 hours 1 2 Rates 2 hours 1 2 Security 2 hours 1 2 Configuration 2 hours 1 2 Document Designer - Letters 4 hours 1 4 and Work Orders City of Santa Ana — enQuesta Upgrade Statement of Work Page 20 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�t �ilif2# Public Records Act Project Team Training Hoursper # of Total Session Sessions Hours Work Queue 2 hours 1 2 Multi -Level Adjustments (for 2 hours 1 2 project team to determine configuration) System Admin 2 hours 1 2 Job Scheduler Configuration 4 hours 1 4 End User Training Inquiry & Navigation 2 hours (# of 4 8 sessions depends on training room capacity and # of trainees) Reading Edit/ Bill Processing 2 hours 1 2 Work Queue & Configuration 1 hour 2 2 Multi -Level Adjustments 1 hour 2 2 VI. S &S will be on -site for the week of Simulation. S &S will participate by aiding in the Project Management and responding to and the resolving of issues. VII. S &S will be on -site for the weekend prior to and the week of Go -Live. In terms of the go -live, S &S will execute the cutover plan, which will include the final drawing down of the enQuesta 3e environment, enQuesta final data conversion, and the activation of the configured enQuesta environment. Due to the length of time required for the data conversion, the production enQuesta must be down for three days. No transactions, including payments, can be entered on the Friday before Go -Live or during Saturday and Sunday before Go -Live. The Sunday before Go -Live is reserved for the testing of the new system. The legacy enQuesta can be used for viewing purposes only in order to look up records. Actual downtime will be discussed and projected once the third conversion has been completed and the timings are collected and the Go -Live plan is established in an effort to return the Customer to full CIS capability. VIII. S &S will provide the standard enQuesta API and documentation to the Customer and Selectron. S &S will provide for project management, implementation services, testing and go -live support of the new IVR integration. This will also include collaboration with the Customers IVR vendor, Selectron. Services will be provided remotely with no travel anticipated. Any changes or modifications to the standard API would be out of scope and subject to change control. • Provide vendor with available enQuesta IVR API /WSDL documentation for the version of enQuesta to be deployed. (v4.5) • Provide vendor with the technical clarification on the API as needed. City of Santa Ana - enQuesta Upgrade Statement of Work Page 21 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tq t< I1 Q"' Public Records Act • Provide vendor with a URL to access the API on the Customer enQuesta v4.5 test environment. • Assist Selectron and the Customer with testing services. The Customer will be responsible for the functional testing, though S &S will assist with troubleshooting any technical or communication issues that may arise. • Assist the Customer with go -live cutover. S &S will provide the URL for the Customer Production enQuesta environment. • Outbound Dialing - A new collection notice will be created to generate an outbound dialing file. This notice will be run from the shutoff notice menu. This file will be placed on the enQuesta server for transfer to Selectron. A new work order type will be created to note when an account has been selected for the outbound dialing IVR call. Assumptions: • Any Selectron services that may be required will be contracted directly between the Customer and Selectron. • File transfer for the outbound dial call file is not included in this scope. The Customer will need to complete the file transfer process to Selectron. • There is no additional payment integration involving S &S and InvoiceCloud. Additional Payment integration is out of scope of this project. • S &S will perform all work remotely. Any travel would be billed if required. IX. S &S' overall objective is to achieve Systems Acceptance within 30 days of go -live which equates to no Level 1 (see descriptions below) issues existing in the new enQuesta v4.5 environment. Prior to returning to Vermont, at the end of the go -live week, all outstanding issues and remaining project deliverables will be documented and prioritized. Weekly status reviews via phone are held between the Customer and the S &S project teams to address outstanding project items. If Customer fails to notify S &S of any Level 1 issue within 30 days of Go -Live, System Acceptance shall be deemed to have occurred. • Level 1 (Showstopper): This is a severe problem that prohibits critical processing from continuing and there is no temporary work around. As an example, bills will not print. • Level 2 (High): There is a serious problem with the system but there is a work around available that can be used on a temporary basis. As an example, work order closing has an error but a temporary work around has been defined where a CSR will manually look at each record after the closing. • Level 3 (Medium): There is a problem with the system but a viable long -term work around exists and no significant productivity impact to the customer exists. • Level 4 (Low): There is a cosmetic problem that does not impact operations in any way. As an example, there is a misspelling on a report or form. enQuesta Upgrade Proposed High Level Activities and Timeframe To meet the project objectives, the following approach to implementation and delivery will be used. This planned nine month timeline is subject to change as detailed project planning occurs. Please note, this duration is typical and expected for an upgrade of this nature. High Level Activity Timeframe City of Santa Ana - enQuesta Upgrade Statement of Work Page 22 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject tp%WA C alifgryya Public Records Act SOW Sign Off April 2016 Project Kickoff (start date to be agreed upon mutually) April 2016 Delivery of enQuesta Upgrade Project Plan May 2016 enQuesta Training Environment Populated with the Customer Data July 2016 Project Team Training July 2016 Simulation Testing September 2016 Go -Live to Production of enQuesta v4.5 November 2016 Transition to Support December 2016 Server Hardware New Production and Train /Test server Specs will be provided by the S &S team. New WebConnect and Cognos Server Specs below: Pricing provided is estimated at this time. WebConnect: RedHat Enterprise Linux v6.x Proc 2 cpu -core Mem 16 GB RAM Storage 50GB (local) 50 GB OS (rootvg) Cognos: Windows 2008 or 2012 R2 Server Proc 2 cpu -core Mem 16 GB RAM Storage 100GB (local- mirror) Out of Sco Currently, the following tasks, services and functionality are defined to be out of scope. • Any New Features or newly licensed modules not specified above. • Any training of new or inexperienced enQuesta end users. It is expected that all of the Customer individuals that attend training will have prior enQuesta experience. • Any Certified User or Trainer programs. City of Santa Ana — enQuesta Upgrade Statement of Work Page 23 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�tllfint Public Records Act • Any 31d party integration analysis or development, unless listed per this Statement of Work. • Any creation of a Query Server, Data Warehouse or dedicated Reporting Environment other than production enQuesta. • Any Business Continuity or Disaster Recovery oriented services or solutions beyond what is already in place. • Any customization to standard S &S user guides, training material and process assistance Guides. City of Santa Ana — enQuesta Upgrade Statement of Work Page 24 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t¢ blif =rya Public Records Act PROJECT COMMUNICATION Change Control Process As the enQuesta project moves forward, the need for the Customer and S &S to discuss possible changes or modifications to the agreed upon scope of work will arise. To clearly communicate, successfully set expectations and keep the project on track, the Customer and S &S agree to work together to manage this Change Control process. Either the Customer or S &S Project Manager may initiate Change Control requests. For the Customer, the Customer Project Manager will fill out the Change Request Form and deliver it to the S &S Project Manager. The S &S Project Manager, as S &S'single point of contact, will log the request and begin the process of analyzing and scoping the implementation requirements, business impact, resource effort and potential impact to the project. The S &S Project Manager will return the Change Request Form to the Customer Project Manager detailing the Dollar Cost impact (positive or negative) and Project Schedule impact (positive or negative). The Customer Project Manager will review the completed Change Request with the Customer Team and inform S &S of the decision to Accept or Reject the Change. In the event of Acceptance, the Customer Project Manager will sign the Change Request Form and return it to the S &S Project Manager. Any change orders for this project will be calculated using the current S &S labor rate of $175.00 per hour. If the change involves additional travel and living costs to be incurred by S &S these shall be negotiated with the Customer as part of the change control process. Please see Appendix C for a sample Change Request Form. Project Team Communication and Responsibility S &S is committed to ensure the Customer has the appropriate personnel assigned to this upgrade. The Core S &S upgrade team will be joined by a technical lead and will have direct access to Subject Matter Experts (SME) at S &S who have a working knowledge of how the Customer runs and the solution which is currently in place. Issue Escalation Process As with all projects, issues may arise that cannot be clearly resolved between the Customer and S &S Project Managers. Additionally, certain issues require resolution determined at the highest executive levels of decision - making. To provide for and manage these situations, the Issue Escalation process will be instituted. For both the Customer and S &S, the individuals authorized to initiate the escalation of an issue are each organizations' Project Managers. These will be the named Executive Sponsors within each organization. S &S Description The Customer Kate Labor Level 1 Shannon Litchfield Level 2 City of Santa Ana — enQuesta Upgrade Statement of Work Page 25 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t4v.Callf ' Public Records Act APPENDIX A - INTERFACE LIST S &S will port forward all of the Customer's interfaces that currently exist in the Version 3e enQuesta environment which include: Interface Scope Reading Upload /Download Integration with Selectron IVR for current account information and iNovah Cashiering Standard port forward, Additional complexity in a new solution may require extra work from S &S. Bank File Payment Files Payments will post real -time from InvoiceCloud through iNovah Bill Print Cashiering into enQuesta. Document Imaging Integration between InvoiceCloud and enQuesta for storing WebConnect account login information. New Interface: Interface Scope IVR Integration with Selectron IVR for current account information and payment information using InvoiceCloud as the payment processor. Payments will post real -time from InvoiceCloud through iNovah Cashiering into enQuesta. InvoiceCloud Integration between InvoiceCloud and enQuesta for storing WebConnect account login information. InvoiceCloud Integration with InvoiceCloud using BIF /BAF process and web services to provide current account information for online, kiosk, and IVR payment processing. BIF /BAF also provides InvoiceCloud with information needed to send ebills, payment reminders, and to schedule autopay payments. Payments will post real -time from InvoiceCloud through iNovah Cashiering into enQuesta. City of Santa Ana - enQuesta Upgrade Statement of Work Page 26 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t 2 t6-5 191'f Public Records Act APPENDIX B - SAMPLE SIMULATION PLAN Oescrlptlon Setouen Department Resource Day Tested Pass'Fell comments Billing ACH File past payments for today 2 CS -1 -10 -1 ACU file from Billing. Billing Wednesday 2 WA- 1.54- WA -1 -54- Updates ARIA ABIII Runsheet menu items 1 -4 Adjustments Bluing Wednesday Fund Transfer - mope credit balance from one application to 2 WA -1.6, Steps 1-3 Penalties applied, the other dally update mn on residue day. Billing Wednesday Run Estimate Routine, Pre BIII Edit, No Read, Duplicate Read 2 repod Billing Wednesday Penalties Run Sheet 2 WA -4 -1, Steps 1-3. Make sure cash has been updated from pressure day. Bllling Wednesday 2 WA4.54 -WA- 1.54 - Updates ABIII ABIII Runsheet menu Items 1 -4 Adjustments Billing Wednesday Pre BIII Edit, No Read, Duplicate 2 Bill -1 - 2 third 4 Read reports HH Upload has been run Billing Wednesday Work Order Peupdate Report - Nx 2 WO 5 (stale - template options Billing Wednesday WO -6 False fixed, non fatais screwed. Work Order Update 2 Work orders are put In to history and cannot be modified. Bllling Wednesday Cycles or Finals Locked 2 CVC Reading edit & Anal edit complete King Wednesday BILL .2 Dally update run, prior days work Billing Calculation - Cycle plus orders updated, penalties applied, fund Finals 2 transfer complete, cycles looked/finals locked Billing Wednesday BIII Reports - Cycles plus Finals 2 BILL - 3, Reports 1.7, BIII cold needs to be run Filing I Wednesday BIII Print - Cycles plus Flnals 2 BILL - 3.10.1, Bill dale needs to be me Billing Wednesday BIII Print Send Fle to Kubm 2 After Bill print file has been created Sling Wednesday Bring Update - Cycles plus 2 BILL -4- I BILL PRINT COMPLETE& Finds JOURNALS REVIEWED Filing Wednesday ACU file Creation(ACH) 2 BILL -4 -3 BIIIing Wednesday Unlock Billed Cycles & Flnals 2 CVC Billing Updated BIIIing Wednesday Customer Servlde IVR Notice 2 CI -7 -5- 1(payments pending taken into consideration) Customer SeMCe Thursday Promise to Pay Break Routine 2 CI -7 -3 -5 All payments pending in system are taken into account Customer SeMCe Thursday Installment Break Routine 2 CI -7 -3 -3 All payments pending in system are taken into account Customer SeMCe Thursday City of Santa Ana - enQuesta Upgrade Statement of Work Page 27 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t2 %blifit Public Records Act APPENDIX C — CHANGE REQUEST FORM systems tware Project Change Request Project Name: Control Number: Prepared By: Date: A. Requestor Information Proposed Change Description and References. Justification: Impact of Not Implementing Proposed Change: 5. impact Analysis Results Specific Requirements Definition[ Impact of Not Implementing the Change: Alternatives to the Proposed Change: E. Signatures City of Santa Ana - enQuesta Upgrade Statement of Work Page 28 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t llfIrya Public Records Act APPENDIX D — PROJECT ACCEPTANCE FORM. m> Systems & Software Deliverable Acceptance Certificate enQuesta v4 Upgrade fi ' Project Manager L� Iif,C -) �.: December 11�iCoX l� Ir9�!oCa A�(Sjlt �� C�'�xi r�o(7N�lil J enQuesta Go-Live The completion of the work stated above has been verified by the client and vendor project manager(s) and rendered acceptable. The above work product has been reviewed by (Customer) and the project management team; it meets the objectives for the enQuesta Upgrade project. The completed work has been submitted and requires a response within 5 calendar days. If the time allowed lapses without an approving signature, the completed work is considered approved and any modifications will be addressed through the change process. If Invoices are associated to this deliverable they will be requested upon receipt of this executed document and will be due within 30 days of the date of the invoice. Project Manager, Customer Project Manager, Systems & Software City of Santa Ana — enQuesta Upgrade Statement of Work Page 29 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t�t liflpj� Public Records Act APPENDIX E - DETAIL PRICING City of Santa Ana - enQuesta Upgrade Statement of Work Page 30 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject ty�tiliflg Public Records Act APPENDIX F - PAYMENT SCHEDULE Payment Schedule `. `aeliv®rable, Ainou „t.Due , , ,_ ” %r4Maioteeian`ce a �teu Contract Signing 55 000.00 Aril 15 2016 Travel Reimbursement- $6,000.00 April 22, 2016 End of Month 1 Delivery of Project Plan $25,000.00 April 29, 2016 Installation of enQuesta v4.5 Environment $39,000.00 August 1, 2016 Travel Reimbursement- $12,000.00 August 31, 2016 End of On -site Training Simulation Complete $28,000.00 September 2, 2016 Travel Reimbursement- $6,000.00 September 2, 2016 End of Simulation Week Go Live - enQuesta v4.5 $48,500.00 November 14, 2016 Travel Reimbursement- $6,000.00 November 18, 2016 End of Go Live Week Go App Published in App $1000000 . Publish Date Store and Google Play , November (TBD) IVR GO -Live $2,500.00 January (TBD) TOTAL $225,500.00 $12,500.00 • Hardware cost are not included in the upgrade cost or reflected in payment schedule. • Date reflects planned completion of deliverable and invoice date. • IVR will be completed after enQuesta v4.5 Go Live at request of the Customer and will not hold above milestone payments. • Optional items: • Not included in the upgrade cost or reflected in the milestone payments. • Selectron will use the S &S standard layout for Outdial response codes. City of Santa Ana - enQuesta Upgrade Statement of Work Page 31 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t2tl� ,§lif�ya Public Records Act o S &S will map the responses from the file with a quick work order on the enQuesta accounts. o The Outdial response file will be required to be on the enQuesta server for processing. • New Maintenance for the GO App and IVR will be billed at go -live. The go -live event is when the app is published in the App Store and Google Play. City of Santa Ana Title: Date: City of Santa Ana — enQuesta Upgrade Statement of Work Page 32 of 32 Proprietary and Confidential to Systems & Software, Inc. 2/16/2016 Document subject t2t V4 d' Public Records Act REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AGREEMENT AMENDMENT WITH RECALL TOTAL INFORMATION, INC. FOR OFF -SITE DATA STORAGE AND DESTRUCTION SERVICES {STRATEGI PLAN 0.6,1} CITY MANAGER I:i�k«T•7 61,r111k I'7 �LT31tl•71 CLERK OF COUNCIL USE ONLY: El As Recommended ❑ As Amended ❑ Ordinance on 1 "Reading El Ordinance on 2ndReading 71 Implementing Resolution 71 Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Recall Total Information, Inc., to adjust the scope, extend the term to 24 months provide compensation in the amount not to exceed $16,900 annually, for the term March 15, 2016 through March 14, 2018, with a provision for three, one -year extensions exercisable by the City Manager, subject to non- substantive changes approved by the City Manager and City Attorney. DISCUSSION The City Hall and Santa Ana Police Department Data Centers house the largest concentration of computer systems used to support City operations. Over 250 servers, class physical and virtual computers, operate in the data centers, which host computer systems for all City agencies and departments. As a result, a vast quantity of computerized data is generated. To ensure the integrity of computer data, a process of copying and storing the data, separate from its primary computer device, is utilized and is referred to as "backing up." Currently, some 19 terabytes of computer data are backed up for both City Hall and Police Department onto tape storage. The City currently manages 1200 data backup tapes. The backup tapes then must be moved to an offsite location to ensure protection from a natural or man -made disaster. The agreement with Recall Total Information, Inc. provides off -site data management services ensuring backup tapes are moved to a secure storage facility according to industry best practices. In addition to data storage services, the City requires project based secure off -site destruction services of backup tapes and other media according to the City's retention schedule. The agreement amendment expands the scope to include secure off -site destruction services. The agreement with Recall Total Information, Inc. began on February 9, 2010 for a two -year period to provide off -site data protection services. An extension to the agreement was issued for 24- months and services have been provided on a month -to -month basis thereafter. Recall Total Information, Inc. has consistently demonstrated the ability to provide a high level of secure 25C -1 Agreement Amendment with Recall Total Information, Inc. For Off -site Data Storage and Destruction Services March 15, 2016 Page 2 services; therefore, staff recommends the approval of the agreement amendment to 24 months with an annual amount not to exceed $16,900. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6- Community Facilities & Infrastructure; Objective #1 (establish and maintain a Community Investment Plan for all City assets). FISCAL IMPACT Funds are available in the Information Systems Strategic Plan (no.10910147- 62300) and Police Department General Fund (no. 01114425- 62300) expenditure accounts for the remainder of FY 2015 -16 in the following amounts: $3,098 and $2,535, for a total of $5,633 during FY 15 -16. Funds will be budgeted in the same accounts for the following years and amounts, including renewal periods, if executed: FY 2015 -2016 - $3,098 (IS), FY 2016 -2017 - $9,295 (IS), FY 2017 -2018 - $6,196 (IS), Contract Total $33,799 $2,535 (PD) Contract Year 1 $7,605 (PD) Contract Year 1 & 2 $5,070 (PD) Contract Year 2 FY 2017 -2018 - $3,098 (IS), $2,535 (PD) FY 2018 -2019 - $9,295 (IS), $7,605 (PD) FY 2019 -2020 - $9,295 (IS), $7,605 (PD) FY 2020 -2021 - $6,196 (IS), $5,070 (PD) Optional Renewal Total $50,699 Ja Ciulla C of Technology Innovations Officer I ormation Technology Department Renewal Year 1 Renewal Year 1 & 2 Renewal Year 2 & 3 Renewal Year 3 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez& y� Executive Director Finance and Management Services Agency Exhibits: 1. Agreement Carlos Rojas Chief of Police Police Department 25C -2 AMENDMENT NO.1 TO THE DATA PROTECTION SERVICES AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment ") to the Data Protection Services Agreement by and between Recall Total Information Management, Inc. (hereinafter referred to as "Recall ") and City of Santa Ana (hereinafter referred to as "Customer ") dated February 9, 2010 (the "Agreement") is effective as of the 15th day of March, 2018 (the "Amendment Effective Date "), and Is by and between Recall and the Customer. -- WHEREAS, Recall and Customer have previously entered Into the Agreement, whose initial term was from February 9, 2010 through February 9, 2012; AND WHEREAS the Customer elected to extend the Agreement for a 24 -month period, through February 9, 2014, after which Recall has continued to provide services to Customer on a month -to -month basis under the terms of the Agreement; AND WHEREAS, Customer desires to again extend the term of the Agreement for a fixed term; AND WHEREAS Customer desires to receive secure destruction services from Recall Secure Destruction Services, Inc., an affiliate of Recall Total Information Management, Inc. ( herelnafter also referred to as "Recall "); AND WHEREAS, Recall and Customer desire to amend the Agreement as set forth herein. NOW, THEREFORE, In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section B2, Term, of the Agreement is hereby amended by extending the term of the Agreement for an additional two (2) years, effective March 16, 2010 through March 14, 2018. Thereafter, the term of the Agreement may be extended for three (3) additional one -year terms (each a "Renewal Term ") on the same terms and conditions by a writing executed by Customer's City Manager and Clty Attorney. Notwithstanding the foregoing, should a writing not be executed between the parties at the end of the third additional one year term, the Agreement term will continue on a month to month basis until terminated in writing by either party with thirty (30) days written notice. 2. The total annual expenditures for the services rendered by Recall under the Agreement, as amended by this Amendment, shall not exceed $10,900, 3, The Agreement shall be amended by adding the following provisions, specific to secure destruction services, to section B1 of the Agreement, and such terms and conditions, In conjunction with the Agreement, shall govern the provision of secure destruction services to Customer: 1.1. Recall Secure Destruction Services, Inc. agrees to provide to Customer certain secure destruction services ( "SOS Services ") with respect to records, documents and media Items provided to Recall by Customer for destruction ( "SOS Materials" and /or "Customer Materials "). 12. Services Descriotion, Recall agrees to: (a) furnish containers to Customer at the locations specified In the Schedule 1, to be used exclusively for the deposit of the SDS Materials, and (b) collect the SDS Materials from the containers in material accord with Recall's schedules, which may be modified from time to time upon notice to Customer and (c) cause the SDS Materials to be destroyed by shredding equipment so as to render the contents unreadable, If requested by Customer, Recall shall provide a Certificate of Destruction along with Customer's invoice. 13. Containers and Materials. Recall shall at all times retain title to and all rights of possession of the containers provided pursuant to Section 1 above. Recall's containers shall not be used by Customer for the disposal of other types of materials unless approved by Recall in writing prior to collection. In no event shall Recall's containers be used for the disposal of any hazardous or toxic materials, or non -paper materials, metals, solids, plastic, liquid, food, medical waste, or other materials (collectively referred to herein as "Contaminants ") which could damage of contaminate Recall's containers, vehicles, machinery, or equipment, or cause injury or death to any of its employees or agents. In the event Customer deposits any Contaminant in a Recall container, Customer shall be charged the then - current Recall Contamination Fee. Furthermore, to the extent any Customer Contaminant results in either: (1) damage to Recall equipment, vehicles or machinery; and /or (2) injury or harm to any Recall personnel, employees and /or agents, then Customer shall be fully responsible for reimbursing and /or indemnifying Recall for such damage, harm and /or Injury. Recall may remove the containers, along with any Customer Materials contained therein, upon any termination or expiration of this Agreement. Recall shall have title to and all rights of possession to the Customer Materiels following its destruction, including, without limitation, the right to recycle such material. Customer shall (a) maintain Recall's containers In a secure location that is readily and safely accessible to Recall personnel and equipment and (b) exercise reasonable care to 1 of 2 Exhibit 8 25C -3 avoid that, vand'atlem:or other damage or foss to the containers. In no event shall Recall be responsible or liable to Customer for any itheft of Customer Materials from the contalners which are on Customers promises. Customer shall ref nburse Recall the cost to repair or replace any of Recall's containers that are lost„ stolen, or damaged. After delivery of the containers to Customer Customer shall be responsible for safekeeping the keys to Recall's.eotitainers. If the :keys are lost or not returned with the containers, Customer shaft pay Rec'all's then - current replacement tee for each key that is lost or returned. 1.4. Term of SOS Services The Initial Term for SOS Services (' Initial SOS Term") is two (2) years commencing on March 15 2016 and expiring on 'March 1.4, 2018. Thereafter the SOS Serwoes may 'be extended for three (3) additional one -year terms (each a "SIDS Renewal Term ") on the same terms and conditions by -a writing executed by Customer's City Manager and City Attorney . N'otwithstand'ing the foregoing should a writing not be executed between the parties at the end of the third additional one year term, the Agreement term will continue on a month to month basis until terminated in writing by either party with thirty (30) days written notice, 1.5. Customer shaft be responsible for making payment to Recall for at[ bin retrieval fees and amount closing fees, as set forth to .Schedule 1 {the "Permanent RenaovAl iFees"), Except as set forth in this Section 1.5, should Customer terminate or cancel this amendment No. l for any reason other than those specifically provided for in Section 12 of the agreement then prior to the expiration of the then-current Term, In addition to Customer's obligation to make .payment of any Permanent (Removal Fees, Customar shall also pay to Recall fifty ;percent (50 %) of the monthly minimum volume (the "Payout Fee) due for the remainder of the then- current Tenn. The Payout :Fee shall be due and payable to Recall within thirty (30,) days from the date Customer provides Recall with notice of its Intent to terminate or cancel the Agreement. iNatvvithstanding the forgoing, or anything else to the contrary herein, nothing contained herein shall in any way waive or dfsdalm Recall's might to pursue any and all other remedies, troth at law and in equity, available to it for Customers termination or cancellation of this Agreement, 1 6. Mlntmyrm Volume. Within 2 months of the Effective Gets, Customer will maintain a monthly minimum or 50% of the volume of Services described in Schedule 1 attached heriato ('Minimum Volume Percentage "). Jr, the event that Customer shall, at any time, maintain less than the Minimum Volume Percentage, together with any other service fee ( Minimum'Volume Revenue Fee') each month, Customer will be liable for and shall pay to Recall an amount actual to the Minimum Volume Revenue Fee mult'ryr;lled by the service frequency multiplied by the Minimum Volume Percentage. For example, if tripper inn fee is $30,00, the number of bins to be piaeed.wlth Customer described in Schedule 1 is 50 the service frequency is to be every 4 weeks, the service fee is $20, and the Minimum Volume Percentage is 80 %. then the total Minimum Volume 'Revenue Fees payable by Customer would be $1,216 per month even if the number of bins on site is 35. The Minimum Volume Revenue .Fee shall exclude all applicable federns state, local, use and othertaxes relating to this Agreement.. 1:7. Fes. The initial fees for SIDS Services are set forth in the Schedule t attached hereto. 4, Customer represents and warrants that the Customer Materials do not contain (a) (Protected Health Information (as defined by the Health insurance Portatrt4Ry and Accountability Act of 1096 and Implementing regulations) and (b) Nonpublic Information (as defined by the Gramm teach Briley Act and implementing regulations). 5. All .other terms and conditions of the Agreement shall remain in full force and effect IN WITNESS WHEREOF, Recall and Customer have executed this Amendment as of the date first noted above. City of Santa Ana Name: (Print) Title, Signature; ATTEST Maria D. Hutzar Clerk of Council APPROVED AS T4 FORM Fxrnk AniMurti'ita• hffr+.r +rev Recall Total Information Management, Inc, Name: (Print) Title; Signature: Recall Secure' Destruction Services, inc., Names (Print) Tale: Signature; 2 of 25C -4 re l YM Yaw Information, 5envciy Managed. Schedule 1 Opportunity # - Deal Close Date. Custo�m,er Tn itials� ��� 25C -5 recall IM Yaw Infmma"m Securely Managed. Transport Servic Name Description Sale Price service Frequency SP D Service Priority Upcharge (scheduled service windows less 1 $4,5000 than 4 hours) (Daily) As Needed VIVID Service Priority Upcharge (scheduled service windows less 1 $0..50tl0 than 4 hours) (Monthly) As Needed SP W Service Priority Upcharge (scheduled service windows less 1 than 4 hours) (Weekly) $4,5000 As Needed DYTR Routine Courier (Daily) -pricing applies to locations 1 $20.0000 As Needed serviced within 50 miles.. Round Trip WKTR� Routine Courier (Weekly) - pricingappliestolocations 2 $25.0000 per Week serviced within 50 miles - Round Trip MOTR Routine Courier (Monthly) - pricing applies to locations i $28.0000 As Needed serviced within 50 miles. Round Trip NA Routine Courier After Hours /Weekends - pricingapplles ], o locations serviced within 50 miles - Round Trip $50.0000 As Needed UO Courier Unscheduled (4hrs) Business Hours -pricing 1 applies to locations serviced within 5o miles - Rou rid Trip $75,OUtlU As Needed RO Courier Urgent (2hrs) Business Hours- pricing applies to 1- -- -___ _.. locations serviced within 50 miles - Round Trip $100,0000 As Needed Courier Unscheduled (4hrs) After 1 UA Hours /Holidays /Weekends - pricing applies to locations $100.0000 As Needed serviced within 50 miles - Round Trip [GUsµta —Me rinitials� a 25C -6 IM r'C�i Your Information. Securely Mamyed. CUSCN �P, —IYI —r!-n-, Ia— = = —] 25C -7 M re ..A Your Infnonn Hnn. Securely Manaperl. Customer initials 25C -8 recieM Your Informati on. Senjemy Mmtageu. Schedule OPP-00159109 2/26/2016 Oppofrtanity# OeatClaseOate Ca tamerinitZ _.._ � 25C -9 r� re cal Your lnformarim. Securely Managed. I Customer Tnitiats x ..�.�.M9 25C -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AMEND THE AGREEMENT WITH HIGHLINE CORPORATION FOR PAYROLL /HUMAN RESOURCE SYSTEM SOFTWARE AND SERVICES {STRATEGIC P A NO 7, 5A} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: II As Recommended 1771 As Amended 0 Ordinance on 1®` Reading [] Ordinance on 2n° Reading ® Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment with High Line Corporation for an amount not to exceed $60,000 for Payroll and Human Resources software maintenance, and services for a period of one year from April 1, 2016 through March 31, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION In alignment with the City Strategic Plan, which promotes innovation and efficiency, staff recommends amending the High Line Program License and Service Agreement in order to implement a number of payroll and human resources (HR) system capabilities that will help automate business processes for greater efficiency and process improvement. The agreement amendment authorizes the purchase of software and services to allow employees to self - enroll in benefit plans as well as services to help automate employee performance appraisal management, allow employees and managers to update personnel information, process personnel actions, utilize workflows and approvals, and other consulting assistance. The City uses the High Line system to process payroll and manage personnel information. Key functions currently being used include payroll processing, time and attendance tracking, benefits administration, salary and positions management, training and development, and employee and manager self - service. The system's forecasting and costing function is currently in the process of being implemented. The system was updated in 2011 and again in 2015 to enhance functionality and employ modern, browser -based technology. The system is used by nearly all City employees (approximately 1,500 people) to access their pay stubs, benefits, leave accrual balances, salary information, training, and other employee data. 2513-1 Amend Agreement with High Line Corporation for Payroll /Human Resources System Software and Services March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 - Team Santa Ana, Objective #5 (Create a culture of innovation and efficiency within the organization), Strategy A (Promote the use of new technology to improve the delivery of services and information to staff and the community). FISCAL IMPACT The term of the amendment, April 1, 2016, through March 31, 2017, spans two fiscal years. Funds are available in the Information Services Strategic Plan Payroll Systems Contractual Services account (no.10910142 62300), Personnel Services Training account (no. 08109053 62120), and Personnel Services Contractual Services account (no. 01109050 62300) in FY 2015 -2016 and will be budgeted in FY 2016 -2017 with the following approximate distribution. APPROVED AS TO FUNDS AND ACCOUNTS: a-�) dward Raya Francisco Gutierrez Executive Direct r Executive Director Personnel Services Department Finance and Management Services Agency e Ja Ciulla C I f Technology Innovations Officer In ormation Technology Department BF Exhibit: 1. Amendment to High Line Corporation Program License and Service Agreement 25D -2 Info. Srvcs Personnel Strategic Plan Personnel Services Payroll System Services Contractual Contractual Training Services Services 08109053 01109050 Total Fiscal Year / Account 10910142 62300 62120 62300 Amount FY2015 -2016 (April 1 - June 30, $25,772 $8,700 $3,500 $37,972 2016 FY2016 -2017 $17,228 $4,800 $22,028 Total $43,000 $13,500 $3,500 $60,000 APPROVED AS TO FUNDS AND ACCOUNTS: a-�) dward Raya Francisco Gutierrez Executive Direct r Executive Director Personnel Services Department Finance and Management Services Agency e Ja Ciulla C I f Technology Innovations Officer In ormation Technology Department BF Exhibit: 1. Amendment to High Line Corporation Program License and Service Agreement 25D -2 Dated this I90 Clay of April, 2016 SEVENTH AMENDMENT TO PROGRAM LICENSE AND SERVICE AGREEMENT #980603 between: HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as HIGH LINE) and: CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA, 92702 USA (hereinafter referred to as CUSTOMER) (HIGH LINE and CUSTOMER collectively referred to as "Parties ") Parties entered into certain agreement entitled "Program License & Service Agreement #980603" dated June 22, 1998, hereinafter referred to as "Program License and Service Agreement ", for the provision of various computer software program licenses and services. The Parties subsequently executed amendments dated. April 3, 2000, May 3, 2001, January 19, 2006, January 12, 2009, May 17, 2010, and January 2, 2013, previously referred to as "Program License and Service Amendment #1, #2, #3, #4, #5, and #6" respectively. The parties now desire to again enter into an amendment, hereinafter referred to as the "Seventh Amendment ", in order to update the terms for purchasing additional software licenses and services. This Seventh Amendment when duly signed by both parties will constitute an amendment to the original agreement stated above. Except as modified by this Seventh Amendment, and all prior amendments, all terms and conditions of the Program License and Service Agreement shall remain unchanged and in effect. Part I — Compensation and Payment Terms This Seventh Amendment to the Program License and Service Agreement provides for CUSTOMER to be able to purchase software licenses, maintenance, acid services from HIGH LINE at the fees and rates specified herein. The total sum to be expended shall not exceed $60,000 during the term of this amendment. Payment terms are Net 30 days upon receipt of a valid invoice. Licenses fees will be billed upon the start of implementation for the software license purchased, Maintenance fees will be billed at the same time as License fees and will be pro -rated to coincide with the amoral support period term of April 1 — March 31 and be subject to the terms of the Annual Service Agreement. Professional Services fees will be billed after services are delivered. Exhibit t 25D -3 CUSTOMER may authorize purchase of licenses and services from HIGH LINE by way of approval of a services work order, quotation, or Billing Authorization pursuant to the terms of the Program License and Service Agreement. Part 11 - Term The term. of the provisions in this Seventh Amendment shall commence upon the date first written above and be in effect for twelve (12) months. The term of other aspects of Program License and Service Agreement that are in effect shall remain unchanged. Part III — Application Software Modules CUSTOMER shall have the option to purchase a license for the following application software module from HIGH LINE at the fee specified below based on the date of purchase. Upon license, module becomes subj ect to the terms of the Program License and Service Agreement and Annual Service Agreement. Part IV — Professional Services CUSTOMER may engage HIGII LINE professional services on a time and materials (T &M) basis for planning, installation, configuration, training, consulting, customization, and other services for projects such as, but not limited. to, the following: a. Employee Manager Self Service Access from the Internet (public- facing) b. Performance Management (automated performance appraisals) c, Employee Manager Self Service Updates, Workflow,_and Personnel Actions d. Benefits Self Service e. Payroll, HR, and Other Functional Configuration f. Technical System Configuration Professional services will be billed at the following hourly rates based on the resource provided. Resource Remote onsite Vice President / Director / Manager Annual $225.00 License Fee if License Fee if Annual Maintenance Fee $150.00 $187.50 purchased after Maintenance Fee if purchased after Software Module purchased by Dec. Dec. 31, 2016 and if purchased by Dec. 31, 2016 and $100.00 31, 2016 before Dec. 31, 2017 Dec. 31, 2016 before Dec, 31, 2017 Baneflts Self Service $11,000 $13 200 $2,772 $2,911 Part IV — Professional Services CUSTOMER may engage HIGII LINE professional services on a time and materials (T &M) basis for planning, installation, configuration, training, consulting, customization, and other services for projects such as, but not limited. to, the following: a. Employee Manager Self Service Access from the Internet (public- facing) b. Performance Management (automated performance appraisals) c, Employee Manager Self Service Updates, Workflow,_and Personnel Actions d. Benefits Self Service e. Payroll, HR, and Other Functional Configuration f. Technical System Configuration Professional services will be billed at the following hourly rates based on the resource provided. Resource Remote onsite Vice President / Director / Manager $187.50 $225.00 Sr. Application Consultant $150.00 $187.50 Sr. Technical Consultant $150.00 $187.50 Consultant $125.00 $150.00 Analyst $125.00 $150,00 -Programmer -Implementation Specialist $87.50 $100.00 CUSTOMER is responsible to reimburse HIGH LINE for reasonable travel expenses for any on -site professional services provided, 25D -4 In Witness whereof the parties have executed this Agreement as of the effective date stated herein. HIGH LINE CORPORATION PER: NAME: Megan Rogister TITLE: President & Chief Executive Officer DATE: CITY OF SANTA ANA PER: NAME: David Cavazos TITLE: City Manager DATE: ATTEST: Maria D. Huizar, Cleric of the Council APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney �rZ, %, , W. John M. Funk, Assistant City Attorney 25D -5 25D -6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AGREEMENT AMENDMENT WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR THE SENIOR MOBILITY PROGRAM (STRATEGI PLA �N . 5, 4B) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: As Recommended ❑ As Amended ❑ Ordinance on tss Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement amendment with Orange County Transportation Authority to modify the scope for the Senior Mobility Program subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Orange County Transportation Authority (OCTA) developed the Senior Mobility Program for the purpose of improving transportation services for seniors in the region. Under this amendment, the Parks, Recreation and Community Services Agency will provide transportation services for residents 60 years of age and older for senior center classes /nutrition, shopping, personal care, special events, social activities /recreation. All trips must be within Orange County, or within 10 miles of the County border. For FY 2015 -2016, the City of Santa Ana has budgeted to receive $193,435 to continue the operation of two vehicles used for local senior transportation services. As part of the agreement the City of Santa Ana will provide a 20 percent local match, which may consist of in -kind staff resources or other contractual transportation services. Funds for the match are included in the Parks, Recreation and Community Services Agency FY 2015 -16 budget. In addition, the City has also received $89,146 in FY 2015 -2016 from OCTA to support the Vietnamese Community of Orange County's ( VNCOC) Senior Mobility Program. The VNCOC received the entire $89,146 and will provide the 20 percent local match required under their agreement with the City. In turn, VNCOC will provide transportation services for the Vietnamese senior community in Santa Ana. The current term of the agreement is for 5 years and expires on June 30, 2016. The agreement is subject to extension for another 5 year period, through June 30, 2021, at the discretion of OCTA. The amendment will ensure that the modified scope of services remains effective through any extension period. 25E -1 Agreement Amendment with Orange County Transportation Authority Senior Mobility Program March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy B (Improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to healthy food options (community gardens, farmers' markets, corner markets, etc.) in neighborhoods). FISCAL IMPACT The City will continue to review information received from Orange County Transportation Authority with regards to expected revenues and budget future years accordingly as part of the City's budgetary process. Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency EXHIBIT: Agreement Amendment 25E -2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Exhibit AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C -1 -2486 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF SANTA ANA FOR SENIOR MOBILITY PROGRAM THIS AMENDMENT NO. 1 is effective this day of , 2016 by and between the Orange County Transportation Authority (hereinafter referred to as "AUTHORITY'), and the City of Santa Ana (hereinafter referred to as "CITY'). Herein, AUTHORITY and CITY are sometimes individually referred to as the `PARTY' and collectively as the "PARTIES." WHEREAS, by Agreement No. C -1 -2486 dated June 9, 2011, AUTHORITY and CITY entered into a contractto provide the Senior Mobility Program concerning senior transportation services; and WHEREAS, both PARTIES have agreed to revise the Exhibit A, SCOPE OF WORK; NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that Agreement No. C -1 -2486 is hereby amended in the following particular only: Amend EXHIBIT A, SCOPE OF WORK: Section 1, is hereby deleted in its entirety and replaced by the following: 1. The City of Santa Ana (City) shall utilize funding provided by the Orange County Transportation Authority (OCTA) and its local match to provide the following services: Transportation for residents 60 years of age and older for senior center classes /nutrition, shopping, personal care, special events, and social activities /recreation. All trips must be within Orange County, or within approximately 10 miles of the County border." 5 Page 1 of 2 LACamm \Sue \CTS \SMP Project U \Santa AWAmend No, 7WG124861,dom 25E -3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 1 TO AGREEMENT NO. C -1 -2486 The balance of said Agreement remains unchanged. This Amendment No. 1 to Cooperative Agreement No. C -1 -2486 shall be made effective upon execution by both PARTIES. IN WITNESS WHEREOF, the PARTIES hereto have caused this Amendment No. 1 to Cooperative Agreement No. C -1 -2486 to be executed on the date first above written. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY 'Z/ David Cavazos City Manager APPROVED AS TO FORM: By Pia Veesapen Acting Manager, Contracts and Procurement APPROVED AS TO FORM: By O /W L By 66bn M. Funk - James M Donich Assistant City Attorney General Counsel APPROVED: By Beth McCormick General Manager, Transit Page 2 of 2 L \Camm \Sue \CTS \SMP Project U \Santa AnalAmendNo. 1AG124861.docx 25E -4 g CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: OC STREETCAR DESIGN COOPERATIVE AGREEMENT (NON- GENERAL FUND) (STRATEGIC PLAN NOS. 3, 2C, 4B; 6, 1G) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2nd Reading [] Implementing Resclutlon Cl Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a cooperative agreement with the Orange County Transportation Authority, in the amount not to exceed $1,493,469, for the term beginning with Orange County Transportation Authority Board approval and ending one year after the OC Streetcar Project is operational and providing service to the public as intended, for design of the OC Streetcar Project, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On July 7, 2015, a Memorandum of Understanding (MOU) was approved by City Council with the Orange County Transportation Authority (OCTA) for implementation of the OC Streetcar Project (Project). The MOU outlines the general roles and responsibilities for the development, implementation, operations, and maintenance phases of Project between the City of Santa Ana and OCTA. The MOU was subsequently approved by OCTA Board of Directors on July 13, 2015. Consistent with the MOU, staff has been working with the OCTA since last fall to review and finalize a Design Cooperative Agreement (Agreement) (Exhibit 1) that details the responsibilities of both agencies moving forward through the design phase of the project. The Agreement specifies areas of responsibility and identifies procedures that will be followed to gain approvals in preparing for the construction phase. Staff has reached consensus with the OCTA on the specific terms and conditions which are documented in the Agreement for the design phase of the Project. Some of the key highlights of the Agreement terms are as follows: 25F -1 OC Streetcar Design Cooperative Agreement March 15, 2016 Page 2 General • The Agreement reimburses the City for allowable design expenditures incurred since execution of the Memorandum of Understanding on August 31, 2015, through design completion. • OCTA shall lead the design of the Project, whereby plans, specifications and estimates are developed in preparation for construction. • The Agreement outlines design assumptions related to the Project elements, including, but not limited to, the following: • Track • Traction Power Substations • Stations • Utilities • Traffic Signals • Pavement • Streetscape • Maintenance and Storage Facility • The City shall provide design reviews. The Agreement defines the participation requirements of the OCTA and the City in the design review process, including the notice period, review times and resolution of conflicting comments. • The City agrees to grant OCTA rights to use the City right -of -way (ROW) for streetcar purposes, as well as acquire or lease City property for three traction power substations. The latter shall involve OCTA providing monetary or other considerations to the City. • The City shall have one representative on the selection /evaluation committee for design services, construction management, and outreach procurements. OCTA shall be responsible for Project procurements. • OCTA shall be responsible for all ROW acquisition activities with City assistance. City will assist with eminent domain proceedings if needed and requested by OCTA. • OCTA shall lead the public outreach program for the Project with input from the City. • City staff will return to the Council for approval of construction, operations and right of way use agreements. Financial • OCTA is responsible for securing and administering Project funding. • Consistent with OCTA's practice on major capital projects, OCTA agrees to compensate the City for their participation on the project. 25F -2 OC Streetcar Design Cooperative Agreement March 15, 2016 Page 3 • The City's participation ensures City input on project elements through meetings and design reviews, consistency with the City's development and building processes, and overall collaboration. • The City's role will be akin to that of a vendor as opposed to a pass- through grant sub recipient. • A detailed work plan has been developed and serves as the budget estimate for City support reimbursement. • The compensation amount of $1,493,469 is a 'not to exceed' obligation; the specific reimbursement amount will be based upon actual work performed by the City. • The cost of the City's participation in the project will be covered as a project cost consistent with federal guidelines. Reimbursement will utilize actual labor rates, with the application of a federally compliant indirect cost recovery rate. • The City must have their indirect cost recovery rate updated annually and approved by an agency able to review overhead rates consistent with federal requirements. • The City is required to submit monthly invoices to OCTA for review which shall include signed timesheets and a summary of work performed during the month. • The City is responsible for all betterment costs requested by the City. Betterment is an element added to the Project by the City that is not needed for the Project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet the following Strategic Plan Goals: 1. Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). 2. Goal #3 - Economic Development, Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy B (create a comprehensive program to manage parking that includes innovative strategies to provide parking, create revenue and enhance accessibility in the downtown). 3. Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans; e.g., transit vision, street car, fixed guideway project, SARTC 25F -3 OC Streetcar Design Cooperative Agreement March 15, 2016 Page 4 master plan, Bristol Street widening, neighborhood streets, traffic improvements, park facilities, sport fields, soccer fields, senior centers, bike master plan, etc.). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the FY 2015/16 expenditure accounts. Subsequent funding will be budgeted in FY 2016/17 and FY 2017/18 as identified in the attached expenditure plan (Exhibit 2). aL�' I 1 \Seo w ®v Fred Mousavipour Executive Director Public Works Agency FM /EWG /JG Exhibits: 1. Design Cooperative Agreement 2. Expenditure Plan APPROVED AS TO FUNDS AND ACCOUNTS: -�5xzo-'�!Ia1a)�L , Francisco Gutierrez Executive Director Finance and Management Services Agency 25F -4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO, C- 5.3583 COOPERATIVE AGREEMENT NO. C- 5.3583 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR THE DESIGN PHASE OF THE OC STREETCAR PROJECT THIS COOPERATIVE AGREEMENT ( "Agreement "), is effective this day of , 2016, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184•, Orange California 92863 -1584, a public entity of the State of California (herein referred to as "AUTHORITY ") and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the laws of the State of California (hereinafter referred to as "CITY ") each individually known as "Party" and collectively known as the "Parties ". RECITALS: WHEREAS, the OC Streetcar Project ( "Project ") refers to the implementation of the OC Streetcar as illustrated in Exhibit A and as specifically described in this Agreement; WHEREAS, the AUTHORITY and the CITY entered into a Memorandum of Understanding (MOU) on August 31, 2015 for this Project in advance of this Agreement; WHEREAS, the AUTHORITY, in cooperation with the Federal Transit Administration (FTA) and the CITY, is proposing to design, construct, operate and maintain the OC Streetcar. The AUTHORITY is a grantee of the Federal Transit Administration. WHEREAS, the Santa Ana /Garden Grove Streetcar Locally Preferred Alternative was identified by the Santa Ana City Council on August 5, 2014 and approved through the certification of C: \Userslifunk\AppData\ Local\ Microsoft\ Windows \INetCoohe\ Content .Outlool( \BI<3MRV9HWG53583 - 20100210 OCTA SA Design Agreement - Post Final Amendment .dou Page 1 of 13 25F -5 Exhibit 1 COOPERATIVE AGREEMENT NO. C -5 -3583 1 the Environmental Impact Report by the Santa Ana City Council on January 20, 2015; 2 WHEREAS, on August 11, 2014, the AUTHORITY Board of Directors approved the 3 AUTHORITY to be the lead agency on all phases of the Project; 4 WHEREAS, this Agreement defines the roles, responsibilities, commitments, obligations, and 5 expectations for the AUTHORITY and the CITY as they relate to the Project design phase including 6 financial obligations; 7 WHEREAS it is the intent of the AUTHORITY and the CITY that the CITY shall be acting at all 8 times in respect to the Project as a Vendor as that term is used for federal funding requirements 9 purposes and that the CITY shall conduct any activities on the Project in compliance with all federal 10 rules, regulations and circulars applicable to Project Vendors. 11 WHEREAS, the Parties intend to enter into an agreement, prior to construction to establish the 12 roles, responsibilities and expectations for the AUTHORITY and the CITY as they relate to Project 13 construction; 14 WHEREAS, the OC Streetcar Project becomes the "OC Streetcar' upon the initiation of 15 revenue service; 16 WHEREAS, the Parties intend to enter into an agreement , prior to construction, to establish 17 the roles, responsibilities and expectations of the OC Streetcar operating in the CITY's public way; 18 WHEREAS, the Parties intend to enter into an agreement, prior to revenue service, to establish 19 the roles, responsibilities and expectations for the AUTHORITY and the CITY as they relate to the 20 operations and malntenarce of the OC Streetcar and adjacent streets; 21 WHEREAS, the Project will be funded through a combination of federal, state and local funds; 22 WHEREAS, the AUTHORITY's Board of Directors approved this Agreement on _ day of 23 2016; 24 WHEREAS, the CITY's City Council approved this Agreement on _ day of 25 2016; 26 C:\ Users \ifunk \AppData\ Local \MicrosoftlWindows \INetCache \Content. Outlook \BK3MRV9H\A.G53593 - 20160210 OCTA SA Design Agreement - Post Final Amendment .docx Page 2 of 13 25F -6 COOPERATIVE AGREEMENT NO. C -5 -3583 1 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the CITY 2 as follows: 3 ARTICLE 1. DEFINITIONS 4 "Betterment" means any work or items that are requested by the CITY or a third party that go 5 beyond what is needed for the basic functioning of the Project. Betterments must i) not be prohibited 6 by a governing state or federal standard li) not adversely impact the operation of the Project and iii) 7 not unreasonably delay or interfere with the Project schedule. Notwithstanding the foregoing, none of 8 the following shall be considered Betterments: 9 (a) A change in scope to which the Parties mutually agree, is necessary for the construction, 10 operation or maintenance of the Project; 11 (b) A requirement of applicable law; 12 (c) A requirement of applicable city standards in effect as of the Effective Date of the 13 Agreement; 14 (d) Any measures to mitigate environmental or other impacts of the Project arising from the 15 construction or operation or maintenance of the Project, including measures identified in 16 the Project's EIR or any required supplemental or addenda environmental report once 17 cleared. 18 "CEQA"means California Environmental Quality Act. 19 "Construction Agreement" means the cooperative agreement between the Parties established 20 to define the roles responsibilities and expectations during the construction, start up and testing of the 21 Project. 22 "Construction Contractor" means the firms(s) procured by the AUTHORITY to construct the 23 Project or portions of the Project. 24 "Day" or "Days" means calendar days and not business days, unless a different meaning 25 clearly appears from the context. 26 C:\ Users \jfunk\AppData\ Local\ Microsoft\ Windows\ INetCache\ Content.Outlook \BK3MRV9H\AC,53563 - 20160210 OCTA SA Design Agreement- Post Final Amendment .doox Page 3 of 13 25F -7 COOPERATIVE AGREEMENT NO, C -5 -3583 1 "Design Consultant " means the firm(s) procured by the AUTHORITY to perform preliminary 2 and /or final design services to produce the Plans and Specifications. 3 "Effective Date" means the date this Agreement is executed by the Parties. 4 "Mitigation Monitoring and Reporting Program" means the program for the implementation of 5 the mitigation measures adopted for the Project as identified by the CITY in the Revised Environmental 6 Assessment (REA) /Final Environmental Impact Report (FEIR) approved by the CITY'S City Council 7 on January 20, 2015. 8 "00 Streetcar" is the operating streetcar vehicles and all streetcar infrastructure including the 9 track, the overhead contact system (wires, poles, conduits, and appurtenances), the traction power 10 system (substations, conduits, controllers, and appurtenances), streetcar signage, stations or stops 11 (lighting, shelters, and all stop features), utilities supporting the streetcar from point of service, and a 12 maintenance and storage facility (MSF). 13 "Operations and Maintenance Agreement" means the cooperative agreement between the 14 AUTHORITY and the CITY establishing the roles, responsibilities, and expectations with respect to 15 the operations and maintenance of the OC Streetcar. 16 "PE ROW" means the property owned by the AUTHORITY, previously the Pacific Electric 17 Railroad ROW, intended to be used for the OC Streetcar between Raitt Street and Harbor Boulevard. 18 "Plans and Specifications" means the Project plans, specifications, and special provisions 19 prepared by the Design Consultant and /or the AUTHORITY providing the information necessary to 20 construct the Project. 21 "Project Submittals" means all design drawings, product data, test data, specifications, design 22 submittals, schedules, cost estimates, erection drawings or similar documents which are produced by 23 or on behalf of the AUTHORITY during the design of the Project, and which relate to the Plans and 24 Specifications or otherwise affect the interests of the CITY under this Agreement. 25 26 C:\ Usersyfunk \AppData \LocaAMicrosoft\ Windows\ INetCachelContent .OutloolQBK3MRVOHVAG53563. 20160210 OCTA SA DesIgn Agreement - Post Final Amendment .docx Page 4 of 13 25F -8 COOPERATIVE AGREEMENT NO. C- 5.3583 1 "Public Way Use Agreement" means the agreement established between the Parties 2 establishing the AUTHORITY's right to use the CITY's public way for the OC Streetcar. 3 "Ready to Bid" is a design package level of completeness indicating the design is complete, 4 the CITY's comments have been addressed, all drawings and specifications have been affixed with a 5 seal as required, and the title sheet has been signed by both the AUTHORITY and the CITY. 6 "Revenue Service" means the streetcar Is operational and providing service to the public as 7 intended. 8 "Site Plan Review" is the process by which the CITY reviews project development submittals 9 and identify the requirements and conditions of approval for a development project. 10 "Work Plan" is the CITY's staffing budget for the responsibilities identified in this Agreement 11 and as provided for in Exhibit C, Table C -1. 12 ARTICLE 2. COMPLETE AGREEMENT 13 A. This Agreement, including any attachments incorporated herein and made applicable 14 by reference, constitutes the entire term(s) and condition(s) for the subject matter addressed in this 15 Agreement between the AUTHORITY and the CITY. This Agreement does not replace or supersede 16 the MOU for this Project entered into prior to this Agreement; however, any terms or conditions in 17 conflict shall be controlled by this Agreement. The invalidity in whole or in part of any term or condition 18 of this Agreement shall not affect the validity of other term(s) or condition(s) of this Agreement. The 19 above referenced Recitals are true and correct and are incorporated by reference herein. 20 B. The AUTHORITY's failure to insist on any instance(s) of the CITY's performance of any 21 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the 22 AUTHORITY's right to such performance or to future performance of such term(s) or condltion(s), and 23 the CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion 24 of this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in 25 26 C:\ Users \jfurik\AppData \Local\Mlcrosoft\ Windows \INetCache\ Content .Outlook \BK3MP,VgH\AG53583 - 20100210 OCTA SA Design Agreement- Post Flnal Amendment A= Page 5 of 13 25F -9 COOPERATIVE AGREEMENT NO. C- 5.3583 1 writing by an authorized representative of the AUTHORITY by way of a written amendment to this 2 Agreement and issued in accordance with the provisions of this Agreement. 3 C. The CITY's failure to insist on any instance(s) of the AUTHORITY's performance of any 4 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the 5 CITY's right to such performance or to future performance of such term(s) or condition(s), and the 6 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any 7 portion of this Agreement shall not be binding upon the CITY except when specifically confirmed in 8 writing by an authorized representative of the CITY by way of a written amendment to this Agreement 9 and issued in accordance with the provisions of this Agreement. 10 ARTICLE 3. SCOPE OF AGREEMENT 11 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 12 design phase of the Project and subjects addressed herein. Both the AUTHORITY and the CITY 13 agree that each will cooperate and coordinate with the other in all activities covered by this Agreement 14 and any other supplemental agreements that may be required to facilitate purposes thereof. 15 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY 16 The AUTHORITY agrees to the responsibilities for the Project assigned herein to the 17 AUTHORITY pursuant to Exhibit B Project Scope and Exhibit C Financial Obligations attached hereto 18 and made part of this Agreement. 19 ARTICLE 5. RESPONSIBILITIES OF THE CITY 20 The CITY agrees to the responsibilities for the Project assigned herein to the CITY pursuant 21 to Exhibit B Project Scope and Exhibit C Financial Obligations attached hereto and made part of this 22 Agreement. 23 ARTICLE 6. DELEGATED AUTHORITY 24 The actions required to be taken by the CITY in the implementation of this Agreement are 25 delegated to its City Manager, or designee, and the actions required to be taken by the AUTHORITY 26 C:\ Users \jfunk\AppData\ Local \Microsoft \Windows \INetCache\ Content. Outlook \BK3MRV9H\AG53583 - 20160210 OCTA SA Design Agreement - Post Final Amendment .docx Page 6 of 13 25F -10 COOPERATIVE AGREEMENT NO. C- 5.3583 1 in the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer 2 or designee. 3 ARTICLE 7. MAXIMUM OBLIGATION 4 Notwithstanding any provisions of this Agreement to the contrary, the AUTHORITY and the 5 CITY mutually agree that the AUTHORITY's maximum cumulative payment obligation under this 6 Agreement shall be One Million Four Hundred Ninety Three Four Hundred Sixty Nine 7 Dollars ($1,493,469), unless agreed to and amended in writing by both Parties. 8 / 9 ARTICLE B. AUDIT AND INSPECTION 10 The AUTHORITY and the CITY shall maintain a complete set of records in accordance with 11 generally accepted accounting principles. Upon reasonable notice, the CITY shall permit the 12 authorized representatives of the AUTHORITYto inspect and audit all work, materials, payroll, books, 13 accounts, and other data and records of the CITY for a period of four (4) years after final payment, or 14 until any on -going audit is completed. For purposes of audit, the date of completion of this Agreement 15 shall be the date of the AUTHORITY's payment of the CITY's final billing (so noted on the invoice) 16 under this Agreement. The AUTHORITY shall have the right to reproduce any such books, records, 17 and accounts. The above provision with respect to audits shall extend to and /or be included in City 18 contracted work. 19 ARTICLE 9. INDEMNIFICATION 20 A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost 21 and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and 22 hold harmless the AUTHORITY, its officers, directors, employees, and agents from and against any 23 and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, 24 settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney 25 fees, including but not limited to claims arising from injuries to or death of persons ('the CITY's 26 C:\ Users\ jfunk\ AppData\ LocallMicrosoft \windows\INetCache\ Content. Outlook \BK3MRVDH\AG53583 - 2 0 9 80210 OCTA SA Design Agroemont- Post Final Amondment .docx Page 7 of 13 25F -11 COOPERATIVE AGREEMENT NO. C -5 -3883 1 employees included), for damage to property, including property owned by the AUTHORITY, or from 2 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent 3 acts, omissions or willful misconduct of the CITY, its officers, directors, employees or agents in 4 connection with or arising out of the performance of this Agreement. 5 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the 6 AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY), 7 indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from 8 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 9 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 10 attorney fees, including but not limited to claims arising from injuries to or death of persons (the 11 AUTHORITY's employees included), for damage to property, including property owned by the CITY, 12 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the 13 negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors, employees 14 or agents in connection with or arising out of the performance of this Agreement. 15 C. The indemnification and defense obligations of this Agreement shall survive its 16 expiration or termination. 17 ARTICLE 10. ADDITIONAL PROVISIONS 18 A. Term of Agreement: This Agreement shall be in full force and effect for a term of one 19 year past the first day of Revenue Service as defined. The Parties do not intend that the term of this 20 Agreement shall exceed any limitation imposed by law, including without limitation the laws of 21 California, and agree to comply with any applicable requirements of such laws in connection with any 22 renewal of the term of this Agreement. 23 B. Termination: In the event either Party defaults in the performance of their obligations 24 under this Agreement or breaches any of the provisions of this Agreement, the non - defaulting Party 25 shall have the option to terminate this Agreement upon thirty (30) days priorwritten notice to the other 26 C: \Users \jfunk\AppData \Local \Microsoft\ Windows \INeiGache\ Content .OutlookOK3MRVOH\AG53583 - 20160210 OCTA SA Design Agreement- Post Plnal Amendment.docx Page 8 of 13 25F -12 COOPERATIVE AGREEMENT NO. C -5 -3983 1 Party. This option shall only be available if the non - defaulting Party has provided reasonable notice 2 to the defaulting Party of any default and the opportunity to cure such default within forty -five (45) 3 days. 4 C. Termination for Convenience: This Agreement may not be terminated by either Party 5 for convenience. 6 D. Termination for Lack of Funding: The AUTHORITY may terminate this Agreement in 7 the event funding is not available. 8 E. Compliance: The AUTHORITY and the CITY shall comply with all applicable federal, 9 state, and local laws, statues, ordinances and regulations of any governmental authority having 10 jurisdiction over the Project. 11 F. Legal Authority: The AUTHORITY and the CITY hereto consent that they are 12 authorized to execute this Agreement on behalf of said Parties and that, by so executing this 13 Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 14 G. Severability: If any term, provision, covenant or condition of this Agreement is held to 15 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 16 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 17 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 18 H. Counterparts of Agreement: This Agreement may be executed and delivered in any 19 number of counterparts, each of which, when executed and delivered shall be deemed an original and 20 all of which together shall Constitute the same agreement. Facsimile or emailed PDF documents with 21 signatures will be permitted. 22 I. Force Maieure: Either Party shall be excused from performing its obligations under this 23 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 24 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; 25 commandeering of material, products, plants or facilities by the federal, state or local government; 26 C:\ Users \jfunk\AppData\ Local \Microsoft \Windows \INetCache\ Content .Outlook \BK3MRV9H\AG53583 - 20160210 OCTA SA Design Agreement -Post Flnnl Amendment .doox Page 9 of 13 25F -13 COOPERATIVE AGREEMENT NO. C- 5.3583 1 national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of 2 such cause is presented to the other Party, and provided further that such nonperformance is 3 unforeseeable, beyond control and not due to the fault or negligence of the Party not performing. 4 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, 5 or authority hereunder may be assigned in whole or in part by either Party without the prior written 6 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall 7 be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent 8 to any subsequent assignment, northe waiver of any right to consentto such subsequent assignment. 9 K. Governing Law and Venue: The laws of the State of California and applicable local 10 and federal laws, regulations and guidelines shall govern this Agreement. The Parties agree that 11 Orange County, California shall be the venue for any action or proceeding that may be brought in 12 connection with this Agreement. 13 L. Dispute Resolution: Disputes arising out of this Agreement shall be resolved at the 14 lowest possible level. If a dispute cannot be resolved, it shall be elevated promptly to the next 15 resolution level. The three levels of dispute resolution shall be: both Parties' Project Manager level 16 (lowest), Executive Director level (middle), and Chief Executive Officer /City Manager level (highest), 17 If the dispute has not been resolved within sixty (60) days of referral to the highest level above, either 18 Party shall not be precluded from initiating litigation upon fourteen (14) days written notice to the other 19 Party; provided however, that if one Party has requested the other to participate in the informal process 20 listed above, at any level, and the other Party has unreasonably failed to participate, the requesting 21 Party may initiate litigation upon fourteen (14) days written notice, 22 M. Litigation fees: Should litigation arise out of this Agreement for the performance 23 thereof, each Party shall be responsible for its own casts and expenses, including attorney's fees. 24 N. Notices: Any notices, requests, or demands made between the Parties pursuant to this 25 Agreement are to be directed as follows: 26 C:\ Users \Ifunk\AppData\ Local \MicrosoftlWindow \INetCache\ Content. 0utlook \t3K3MRVOH1AO53583 - 20160210 OCTA SA Design Agreement - Post Final Amendment .docx Page 10 of 13 25F -14 1 2 3 4' 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C -5 -3583 To CITY: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92701 To AUTHORITY: Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Orange, CA 92863 -1584 ATTENTION: ATTENTION: Jason Gabriel Lydia Bllynsky Principal Civil Engineer Section Manager III, Capital Projects Tel: (714) 647 -5664 Tel: (714) 560 -5568 E -Mail: jgabriel @santa- ana.org E -Mail: LBilynsky @octa.net Cc: Cc: Fred Mousavipour Jim Bell Executive Director, Public Works Agency Executive Director, Capital Programs Tel: (714) 647 -5654 Tel: (714) 560 -5646 E -Mail: fmousavipour @santa - ana.org E -Mail: JBeil @octa.net Cc: City Attorney 0. Amendments: This Agreement may be modified or amended only by a written document executed by both the AUTHORITY and the CITY. Such document shall expressly state that it is intended by the Parties to amend specifically identified terms and conditions of this Agreement. P. Compliance with FTA Requirements: The CITY shall comply with all Federal Transit Administration (FTA) requirements, including but not limited to, Circular C 5010 ID and Circular 4220.1 F as updated from time to time, Any third party contracting shall include Exhibit D — Required Federal Clauses attached hereto and incorporated by reference in all third party contracts. O. Incorporation of Exhibits: This Agreement in its entirety includes the Exhibits listed C: \Users) funk\Apppata\ Local\ Microsoft \wlndom \INetCache \Ccntent .Outlook \BK3MRV9H\AG535R3. 20160210 OCTA SA Design Agreement - Post Final Amendment Acox Page 11 of 13 25F -15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO, C- 53583 below, all of which are, by this reference, incorporated herein and made part hereof as though fully set forth. The Exhibits of this Agreement are: EXHIBIT A — PROJECT MAP EXHIBIT B — PROJECT SCOPE EXHIBIT C — FINANCIAL OBLIGATIONS EXHIBIT D — REQUIRED FEDERAL CLAUSES EXHIBIT E — CITY SUPPORT WORK PLAN CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY M David Cavazos City Manager APPROVED AS TO FORM: By: r�U John M. Funk Assistant City Attorney APPROVAL RECOMMENDED: Fred Mousavipour Executive Director, Public Works Agency Dated : in Darrell Johnson Chief Executive Officer APPROVED AS TO FORM: 0 James M. Donich General Counsel APPROVAL RECOMMENDED: Dated : Jim Bell Executive Director, Capital Programs C: \Usem\jfunk \AppData \Local \Microsoft\ Windows \INetCache\ Content .Outlook \BK3MRV9H\AG535 &3 - 20160210 OCTA SA Design Agreement - Post Final Amendment .docx Page 12 of 13 25F -16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C- 5.3583 ATTEST: Maria D. Huizar Clerk of Council Dated: LIST OF EXHIBITS Exhibit A — Project Map Exhibit B — Project Scope Exhibit C -- Financial Obligations Exhibit D — Required Federal Clauses Exhibit E -- City Support Work Plan / / C:\ Users \jfunklAppData\LocaRMicrosoft \Windows \INetCachelContent. Outlook \6K3MRV9HWG535B3 - 20160210 OCTA SA Design Agreement - Post Final Amendment .docx Page 13 of 13 25F -17 m< inF- Im Lf)x V x Q IU Z F Z E W W Q W 9 fL a O O u 0. d u LU I w 0. a 4 M C v W � L u c O d N 01YONlN9 -, C{„`�� Will t a t uzavowwe t4 MfM4ti - @•• 5'�5i9p+0 G t v; 9 Vi{ 5 �nuiw MlEI J4 +IfryH I 25F -18 aml A � a t a c g e � p d d - m c c m p+ p U O U ` ce N z N � C c aml A � a COOPERATIVE AGREEMENT NO, C -5 -3583 EXHIBIT B PROJECT SCOPE 1.0 DEFINITIONS The terms defined in Article 1 of this Agreement are incorporated into and made a part of Exhibit B. 2.0 STATEMENT OF MUTUAL SUPPORT The CITY and the AUTHORITY hereby acknowledge their mutual support of the Project. Each Party agrees to cooperate with the other Party in a manner consistent with the commitments made and obligations assumed in this Agreement. Such cooperation and assistance shall Include the dedication and reallocation of personnel, as required and is reasonably feasible, to meet Project goals including budget, schedule, and quality. 3.0 NOT USED 4.0 PROJECT MANAGEMENT 4.1 AUTHORITY MANAGEMENT The AUTHORITY shall be responsible for project management. The AUTHORITY is responsible for the overall Project and to ensure that all federal and State requirements are met. The AUTHORITY is responsible for all management decisions unless stated otherwise herein. The AUTHORITY shall identify a single point of contact (the AUTHORITY Project Manager) for the Project. The AUTHORITY Project Manager will be empowered to make certain decisions on behalf of the AUTHORITY and will manage the AUTHORITY's responsibilities as defined in this Agreement. The AUTHORITY Project Manager or designee will be able to provide clear and concise direction in situations where conflicting information is received from different AUTHORITY departments. All coordination with the AUTHORITY departments regarding the Project will be through the AUTHORITY Project Manager or designee. 4.2 CITY MANAGEMENT The CITY shall identify a CITY Representative for the Project as a single point of contact for the Project. The CITY Representative will convey all direction provided by the CITY on behalf of the Exhibit B Page 1 25F -19 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT B CITY and will manage the CITY's responsibilities as defined in this Agreement. The CITY Representative will provide the AUTHORITY with clear and concise direction in situations where conflicting information is received from different CITY departments. All coordination with CITY departments regarding the Project will be through the CITY Representative, unless otherwise agreed upon by the CITY and the AUTHORITY. 4.3 SCHEDULE The AUTHORITY shall develop a baseline schedule early in Project development. The CITY shall support the AUTHORITY in their efforts to meet Project milestones in order to achieve timely implementation of the Project. To the extent permitted by law, the CITY also agrees to cooperate and work with the AUTHORITY to mitigate adverse schedule conditions that jeopardize on -time Project completion. 4.4 REPORTING The AUTHORITY will produce a monthly progress report providing an update on project status, budget, schedule, including a three (3) month look ahead schedule, and other information. The AUTHORITY shall provide the CITY access to the monthly progress report electronically. 4.5 PROCUREMENTS The AUTHORITY shall be responsible for all procurement activities required for the Project. The CITY shall have, at the CITY's discretion, one (1) representative on all selection /evaluation committees including but not limited to public outreach, station and urban design, and construction management. The CITY Representative or designee shall be available for the procurement activities as scheduled, 4.5.1 Betterments The AUTHORITY shall address CITY Betterment requests as separate cooperative agreements, or amendments to cooperative agreements, for each Betterment request. See Exhibit C — Financial Obligations, Section 4.0 for additional information. Exhibit B Page 2 25F -20 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT B 4.6 RECORDS MANAGEMENT The AUTHORITY shall maintain all Project records per the AUTHORITY's policies and procedures. 5.0 PROJECT INFRASTRUCTURE 5.1 ROUTE DESCRIPTION The Project is 4.15 miles long more or less, and is represented in Exhibit A. 5.2 TRACKWAY 5.2.1 Embedded Track Embedded track is best described as rail embedded in concrete forming a track slab that is 8- feet wide and typically 12 -15 inches thick. Embedded track will be utilized in all street running segments of the Project. For this Project, the AUTHORITY shall use non - colored concrete embedded track unless agreed mutually otherwise. 5.2.2 Ballasted Track Ballasted track consists of rail affixed on ties, which are supported by ballast. Ballast is a rock placed around ties, holding the ties in place. Ties are spaced approximately 30- inches apart. Ballasted track can be utilized in stations, special trackwork areas, between intersections, and through intersections with concrete crossing panels. The AUTHORITY shall utilize ballasted track on the Project west of Raitt Street unless agreed to mutually otherwise. 5.2.3 Drainage Facilities The AUTHORITY shall mitigate any additional surface storm water drainage needs generated from the trackway or other impervious areas added by the Project or any change in drainage patterns caused solely by the Project. The mitigation of additional surface storm water drainage for the Project shall meet the CITY's National Pollutant Discharge Elimination System (NPDES) permit standards and will be subject to the CITY'S storm water management requirements. The AUTHORITY intends to implement the Project with little to no increase in drainage runoff by keeping the existing impervious surface areas the same. If the AUTHORITY increases existing Exhibit B Page 3 25F -21 COOPERATIVE AGREEMENT NO. C -53583 EXHIBIT B impervious drainage needs on the Project and a drainage analysis is required, the AUTHORITY and the CITY shall work together to determine the appropriate analysis approach. Storm drainage collection locations will be adjusted as necessary to accommodate any changed drainage patterns due to the implementation of the Project. The CITY agrees to allow the AUTHORITY to connect drainage collection facilities as desired within the streetcar guideway to the CITY's storm drainage system. 5.2.4 Gated Crossings Gated crossing gates shall implement Quiet Zone standards and shall be used at the following locations on the Project: • W. 5th Street /PE ROW Xing • Fairview Street/PE ROW Xing 5.3 ROADWAY 5,3.1 Geometry The roadway geometry will vary throughout the Project to accommodate the streetcar guideway, turn lanes, through lanes, bike lanes, and parking. The streetcar guideway shall not be exclusive to streetcar operations in street running areas. Vehicular traffic will be allowed on the streetcar guideway in all locations where public roadway use exists. The Parties agree the intent for this Project is to implement the streetcar guideway without widening the roadway. Widening the roadway will not be done to accommodate the addition of bike lanes or new traffic lanes unless agreed to mutually otherwise. The Parties agree to confirm the roadway geometry for all streets including number of lanes, the streetcar placement within the streets, turn lanes, bike lanes, and parking during the resolution of 30% design comments. The 30% Plans and Specifications submittal, comment response log including resolution of comments will commemorate the geometry that will advance unless mutually agreed otherwise. Exhibit 13 Page 4 25F -22 COOPERATIVE AGREEMENT NO. C- 53583 EXHIBIT B Maintenance on or near the streetcar guideway will be addressed fully in the Operations and Maintenance Agreement. 5.3.2 Pavement The streetcar guideway shall be installed by saw cutting the existing pavement, constructing the track slab(s), patching the pavement with a pavement thickness meeting CITY standards as defined by Exhibit B, Section 6.1.1. Pavement restoration for utility trenching performed by the AUTHORITY shall be handled similarly. 5.3.3 Traffic Signals The streetcar shall utilize the same traffic signals vehicular traffic utilizes. If during design an operational need is identified requiring an independent streetcar signal system, the CITY agrees to allow integration of the independent signal with the CITY's signal system as long as there is not a material degradation of traffic flow. CITY traffic signal poles shall not be used for the OC Streetcar overhead contact system or dedicated OC Streetcar signal facilities unless mutually agreed to otherwise. To reduce sidewalk clutter and assist in integration, the CITY shall allow the AUTHORITY to place any traffic related streetcar equipment inside the CITY's traffic control cabinets where space is available. Intersections with traffic signals include: • Fairview Street /PE ROW (May include Queue Cutter and Pedestrian Signal) • Raitt Street/Santa Ana Boulevard • Pacific Avenue /Santa Ana Boulevard • Bristol Street/Santa Ana Boulevard • Shelton Street/Santa Ana Boulevard • Flower Street/Santa Ana Boulevard • Parton Street /Civic Center • Broadway /4th Street • Main StreetAth Street • Bush Street/4th Street • French Street/4th Street • Mortimer Street/4th Street • Lacy Street/Santa Ana Boulevard • Santiago Street/Santa Ana Boulevard • Bush Street/Santa Ana Boulevard • Main Street /Santa Ana Boulevard • Broadway /Santa Ana Boulevard Exhibit B Page 5 25F -23 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT B • Pedestrian Signal /Santa Ana Boulevard • Ross Street/Santa Ana Boulevard The AUTHORITY shall replace, modify, or relocate any traffic signal mast arms, signal cabinets, orsignal poles in conflict with the streetcar infrastructure following CITYstandards as defined by Exhibit B, Section 6.1.1. Any new poles, cabinets, or mast arms shall match the existing equipment unless agreed to mutually otherwise. Traffic signal equipment upgrades or replacements not required for the Project shall be considered a Betterment. The traffic signal system will provide the OC Streetcar traffic signal priority through peer to peer communications optimizing the priority to the streetcar vehicle while minimizing the impactto vehicular and pedestrian traffic. The amount of green time extension for the streetcar approaching an intersection shall not exceed twenty (20) seconds to allow the streetcar to progress through the intersection. The amount of red time reduction for the streetcar, if stopped at an intersection, shall not be more than twenty (20) seconds to allow the streetcar to progress through the intersection. The green time extension and red time reduction will not be employed at traffic signals where the OC Streetcar crosses Main Street, Broadway, and Bristol Street. The AUTHORITY will be responsible for providing timing plans to the CITY for opening day and design year traffic conditions for all traffic signals affected by streetcar operations. Salvageable signals, poles, and equipment will be removed and turned over to the CITY as requested and implemented in the Plans and Specifications. 5.3.4 Traffic Management Plan During design, the AUTHORITY shall prepare a Traffic Management Plan (TMP) for the CITY's review and approval that addresses, to the extent appropriate, construction- related impacts to the CITY's existing street traffic. The TMP will include normal traffic handling requirements during construction of the Project, including staging, lane closures, detours, signage, Intelligent Exhibit B Page 6 25F -24 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT B Transportation Systems (ITS ), and signalization and will specify requirements for communicating with the public and local agencies during construction. 5.3.5 Signage /Striping New traffic signage shall be provided to facilitate new lane configurations and traffic conditions. The AUTHORITY will be responsible for the design and installation of all signage. Existing signage along the alignment that is not affected will remain unless it is in conflict with the new traffic conditions. The AUTHORITY will be responsible for striping. Final striping shall be a thin mil thermoplastic application. The AUTHORITY shall replace all striping removed and restore all striping damaged by the Project and match to existing striping consistent with CITY standards as defined by Exhibit B, Section 6.1.1, as needed. All signing and marking shall comply with Manual of Uniform Traffic Control Devices. 5.4 BIKE FACILITIES 5.4.1 Bike Lanes The AUTHORITY shall coordinate with the CITY on bike lane locations on streets within the alignment, including those consistent with the Complete Streets study commissioned by the CITY. The Parties shall confirm the roadway geometry for all streets, including bike lanes, early in the design process; see Exhibit B, Section 5.3.1 for specifics. 5.4.2 Bike Paths There are no bike paths included in the Project. The implementation of any bike path in the PE ROW shall be considered a Betterment. Any license requirements for a bike path in the PE ROW shall be addressed in the Public Way Use Agreement. 5.5 LANDSCAPING /IRRIGATION Any landscaping or irrigation systems in the public way or on City property impacted by Project construction will be replaced or relocated with drought tolerant landscaping, space permitting. No new landscaped areas are required for this Project Exhibit B Page 7 25F -25 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT B Existing CITY owned irrigation systems that may be impacted by the Project will be tested prior to construction to verify operational fitness. Systems found to be non - operational shall have heads, valves, and controllers relocated and left in a connection -ready status, 5.6 LIGHTING New Project lighting shall be LED lamps. 5.6.1 Public Way Lighting There is no new street lighting included in this Project unless mutually agreed otherwise. Lighting will be added to stops as necessary to meet pedestrian lighting standards. The AUTHORITY is not required to upgrade existing lighting if not impacted by the Project. 5.6.2 PE ROW Lighting The AUTHORITY may install operational lighting in the PE ROW if necessary for operations. Pedestrian level lighting in the PE ROW is not included in the Project other than at stop locations. 5.6.3 Maintenance and Storage Facility (MSF) Lighting The AUTHORITY shall implement lighting at the MSF facility in a manner consistent with the approved use and as necessary to ensure the safe and secure operation of the facility. 5.7 UTILITIES 5.7.1 CITY Utilities CITY utilities include, but are not limited to, the CITY's water distribution system, storm drain system, sanitary sewer system, traffic signal conduits, and the street lighting system. The AUTHORITY's intent is to implement the Project with the least utility impacts possible. Any existing utility in direct conflict with a Project element shall be relocated. Additionally, the AUTHORITY shall apply the following criteria to utilities as applicable: An existing utility may remain under the trackway, longitudinal and perpendicular, if the material, type, condition, and load capacity of the utility is sufficient. The AUTHORITY shall provide the CITY with an analysis report. Parties to agree on sufficiency. Exhibit B Page 8 25F -26 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT B • Existing access manholes, vaults, valve boxes, clean outs, and taps may be directly adjacent to or on a case by case basis, within a track slab. Use of access points near the streetcar track slab will require coordination with the AUTHORITY once the OC Streetcar is operational. • No new utilities shall be installed longitudinally within 4 -feet of the track slab. • New utilities, installed during the Project and perpendicularto the streetcar alignment, shall be encased no less than 4 -feet outside the track slab limits. 5.7.2 Public Utilities The AUTHORITY shall initiate discussions with each public utility to rearrange or relocate its public utility facilities that may be determined by the AUTHORITY and the CITY to conflict with the Project. Public utilities are all non -CITY utilities including but not limited to communications, electric, gas, and cable. In the event the public utility fails to agree or fails to make the rearrangement or relocation in a timely manner, the CITY shall exercise and /or assign its rights under any state laws or under any applicable franchise as requested by the AUTHORITY to effectuate such rearrangement or relocation to permit the AUTHORITY to rearrange or relocate the utility in a timely manner. The CITY shall cooperate with the AUTHORITY, shall provide assistance to the AUTHORITY as needed, and shall join with the AUTHORITY as a party in the prosecution or defense of the CITY's and the AUTHORITY's rights under the laws of the State of California to cause such rearrangements or relocations. The AUTHORITY shall underground only those overhead utilities found in conflict with the proposed Project elements. Additional undergrounding of overhead utilities, if not In conflict with the Project, shall be considered a Betterment. 5.8 STREETCAR STOPS 5.8.1 Locations /Position Project -wide it is anticipated there will be ten (1 q) streetcar stops for passengers to access the streetcar in each direction. Side stops typically entail a passenger boarding area for each direction Exhibit B Page 9 25F -27 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT B and have tracks only on one side. Center stops entail a passenger boarding area with tracks on each side. To the extent the Parties determine jointly that the stop locations will increase roadway crossings by pedestrians, the Project will include appropriate safety features to accommodate these crossings. The stop locations are defined below: Eastbound Stops Stop Type • Harbor Boulevard /PE ROW Side or Center • Fairview Street /PE ROW Side or Center • Raitt Street/PE ROW Side or Center • Bristol Street/Santa Ana Boulevard Side • Flower Street /Santa Ana Boulevard Side • Ross Street/4t" Street Side • Sycamore Street/411 Street Side • French Street /4t" Street Side • Lacy Street/Santa Ana Boulevard Side • Santa Ana Regional Transportation Center Center Westbound Stops Stop Type • Santa Ana Regional Transportation Center Center • Lacy Street/Santa Ana Boulevard Side • French Street /Santa Ana Boulevard Side • Sycamore Street/Santa Ana Boulevard Side • Ross Street/Santa Ana Boulevard Side • Flower Street/Santa Ana Boulevard Side • Bristol Street/Santa Ana Boulevard Side • Raitt Street/PE ROW Side or Center • Fairview Street/PE ROW Side or Center • Harbor Boulevard /PE ROW Side or Center The stop types listed are primarily a function of the position of the streetcar guideway in the roadway. If during design the streetcar alignment changes positions In a roadway, the stop types listed here may be amended accordingly. 5.8.2 Stops Sizing - Stops shall be long enough to support a single streetcar. Sheffer— The stop shelters are intended to provide limited protection from rain or sun. The shelters are not intended to be fully enclosed. Shelter specifics shall be developed during the Exhibit B Page 10 25F -28 COOPERATIVE AGREEMENT NO. C- 53583 EXHIBIT B development of Project design criteria. The shelters shall utilize furnishings that are readily available. Custom furnishings shall not be used. Seating /Leaning Rai! — The shelters shall have limited seating and /or leaning rail areas. No other seating areas will be provided. Ticket Vending Machines -- At the AUTHORITY's discretion, each stop may have a ticket vending machine. Pavement Surface — The pavement surface at stops shall be surfaced to match the adjacent sidewalk material for side- running stops and non - colored concrete on center platforms unless mutually agreed otherwise. A tactile warning strip meeting federal requirements will be provided on the track side of all stops. 5.9 TRACTION ELECTRIFICATION SYSTEM The Traction Electrification System is comprised of two categories including Traction Power Substations (TPSS) and the Overhead Contact System (OCS). 5.9.1 Traction Power Substations There are a total of five (5) TPSS planned for this Project. Substations shall be spaced as necessary for the OC Streetcar to operate at the frequency desired. Substation locations have been preliminarily identified. The CITY shall cooperate with AUTHORITY on locations for TPSS use identified by the AUTHORITY. The Parties agree that the TPSS may be prefabricated units. Depending on the specific location of the TPSS, aesthetic treatments will be applied to reasonably blend the TPSS into its surroundings. Aesthetic treatments may include but not be limited to walls, structures, fencing, paint treatments, siding, or partial screening. Treatments will be provided for in the Station and Urban Design effort in collaboration with the CITY. Exhibit B Page 11 25F -29 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT B The AUTHORITY shall follow the CITY's permit approval process for each TPSS location however; approval for driveway access at TPSS locations shall not be unreasonably withheld by the CITY. 5,9.2 Overhead Contact System (OCS) The OCS distributes the power generated by the TPSS that is used to propel the streetcars. The poles used to support the OCS shall be smooth, round and tapered steel poles. The poles will be a single color mutually agreed upon by the AUTHORITY and the CITY. The color selected for the OCS poles will apply to all OCS poles within the CITY. 5.10 STREETCARS The AUTHORITY is responsible for the procurement of streetcar vehicles. 5.11 MAINTENANCE AND STORAGE FACILITY (MSF) AND ACCESS TRACK 5.11.1 Zoning The MSF site shall be zoned M1 or a similar zoning designation that will accommodate the proposed facility. The CITY shall ensure the MSF is an allowed use. The AUTHORITY shall design the facility to handle all loading and unloading of parts and materials onsite. loading areas shall not be visible from the street. The AUTHORITY may not use mechanized equipment, such as a fork lift, to load or unload parts and products in the public right of way. Parking for both employees and the public shall be accommodated in a single lot. Landscaping in the parking lot shall be no more than 1 landscaped island per ten (10) spaces. 5.11.2 Site Development The AUTHORITY will be allowed to have a zero lot -line setback requirement for the MSF from a zoning standards standpoint. However, the AUTHORITY shall comply with all other code requirements as applicable. 5.11.3 Activity Periods The AUTHORITY may conduct operations and maintenance activities at the MSF at any time and on any day. Exhibit B Page 12 25F -30 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT B 6.0 DESIGN 6.1.1 Design Criteria The AUTHORITY will develop design criteria and standards for the Project that are consistent with CITY design standards and guidelines. Applicable City standards are those in place on the Effective Date of this Agreement unless agreed to otherwise. The Project design criteria shall include the technical requirements and provisions for the Project and include which standards, specifications, and other requirements will be adhered to by the AUTHORITY's design consultants and Construction Contractors. The CITY shall review and approve design criteria that affect CITY owned assets. The Project design criteria shall include a design exception process with the approval of the applicable Party included. Once adopted, design criteria and referenced criteria requirements will not change unless agreed mutually otherwise. 6.1.2 Project Information The CITY shall provide the AUTHORITY with electronic copies of all available record drawings, CADD files, and any other documents applicable to the Project. 6.1.3 Construction Phasing During design, the AUTHORITY and the CITY will work collaboratively to develop the construction phasing for the Project. The AUTHORITY and the CITY shall gather input from the public in the development of construction phasing alternatives. The construction phasing plan shall be developed by the sixty (60) percent design level of completion in order for the information to be implemented into the Plans and Specifications. 6.1.4 Packaging The Plans and Specifications prepared by the AUTHORITY shall be comprehensive and represent the complete design of the Project. All design plans shall be on a uniform border, numbered sequentially, and segregated by discipline as deemed appropriate by the AUTHORITY. The design plans and specifications, at the Ready to Bid stage, shall have a signature sheet for both AUTHORITY Exhibit B Page 13 25F -31 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT B approval and CITY concurrence. CITY or AUTHORITY signature on individual sheets or specifications is not required. 6.1.5 Design Reviews The Plans and Specification design package(s) will entail a formal review package including 30 percent, 60 percent, 90 percent, and Ready to Bid. Each shall be scheduled in advance with _at_ least a three -week notice provided for each submittal. The total review time shall be thirty (30) days for each formal review package submittal. The thirty (30) day period begins when the City receives the submittals. If multiple formal review packages are prepared the separate packages will not be concurrently reviewed. In situations where the AUTHORITY intends to submit review packages outside of the formal review packages, the CITY and the AUTHORITY will determine the review times on a case by case basis. The AUTHORITY shall provide the number of copies of the Plans and Specifications for review as requested by the CITY. The CITY shall provide written comments on hard -copy prints, e -file comments, or tabular comments with clear reference to where the comment applies in the review set. Comments must be clear, concise, and legible. Prior to submission to the AUTHORITY, the CITY shall resolve any conflicting comments. The MSF and TPSS site plan design packages shall be reviewed following the CITY's Site Plan Review process and shall be no more than a sixty (60)- -day review. The MSF and TPSS construction document packages shall be reviewed following the CITY's building permit review process and shall be no more than a sixty (60) day review. The sixty (60) day period begins when the City receives the complete package of Plans and Specifications for each submittal. OCTA and the CITY shall endeavor to shorten review durations where possible. The AUTHORITY shall hold comment resolution meetings for each formal review stage and discipline, and shall discuss rejected comments with each reviewer. It is the AUTHORITY's responsibility to evaluate conflicting review comments between the various stakeholders (utility companies, agencies, etc.) and work with the reviewers to develop a final disposition. Exhibit B Page 14 25F -32 COOPERATIVE AGREEMENT NO. C- 5.35$3 EXHIBIT 6 The AUTHORITY shall respond in writing to each comment received within thirty (30) days. Any comments received after the review period shall be evaluated for relevance and shall be incorporated into the next design submittal when applicable. Comments received after the Ready to Bid review period, that have a material effect on Project cost or schedule shall be considered a Betterment. The exclusion of any review comment from the CITY shall be discussed between the Parties until mutually agreed upon. Any review comment not resolved within a reasonable time may be requested by either Party to be resolved in the Dispute Resolution process, Identified in Article 10.L. The AUTHORITY shall adopt a validation process to ensure that all accepted comments (from all reviewers) have been incorporated into the Plans and Specifications. The AUTHORITY shall demonstrate to the CITY that all comments have been implemented or resolved satisfactorily in the final Plans and Specifications. Comments received that are deemed a Betterment, as determined by the AUTHORITY, shall be discussed with the CITY to determine if the CITY is interested in submitting a Betterment request. 6.1.6 Authorization to Bid The AUTHORITY may advertise the procurement of a Construction Contractor as necessary to meet the Project schedule. The AUTHORITY shall not issue the Invitation for Bids for construction until the Ready to Bid set of documents is complete as defined in Article 1 of the Agreement unless provided for otherwise herein. The CITY shall not unnecessarily withhold the signing of the Ready to Bid cover sheet if the AUTHORITY has addressed all comments in good faith. If no comments have been elevated in the Dispute Resolution process as provided for in Article 101, the AUTHORITY may proceed into construction fourteen (14) days following written notice to the CITY that all comments have been addressed without the City's signature on the cover sheet. Exhibit B Page 15 25F -33 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT B 6.1.7 Artistic Influence The extent of the AUTHORITY's Project artwork obligations shall be to contract a station and urban design consultant to develop aesthetic design concepts that will incorporate artistic influence into the Project. Any artistic influence incorporated into the Project must meet PTA guidelines as an eligible expense. All other requested artwork shall be considered a Betterment. 6,1,8 Station and Urban Design The AUTHORITY shall develop station and urban design concepts through an urban design consultant separate from the Project Design Consultant's scope of work, and gather community input on the urban aspects of the Project. The AUTHORITY is committed to an iterative process focused on securing community stakeholder consensus prior to advancing the concepts to final design. The Parties agree that the iterative process shall be orchestrated in a manner that reduces the number of concepts with each iteration. Once consensus is reached, the AUTHORITY shall advance the concept to the Design Consultant responsible for final design. 7.0 PUBLIC INVOLVEMENT The AUTHORITY shall lead Project public involvement. The AUTHORITY shall develop and implement a public awareness campaign (PAC) in collaboration with and including input from the CITY that Includes business outreach to advise businesses, residents, elected officials, motorists, and media of Project status. The AUTHORITY shall report on activities and collateral material development during the Project. The AUTHORITY shall keep the CITY informed on PAC events, notices, and Project updates, 8.0 REAL ESTATE The AUTHORITY shall be responsible for all right of way acquisition activities. If necessary, the AUTHORITY and the CITY shall cooperate in implementing eminent domain. If requested by the AUTHORITY, the CITY shall conduct public hearings to hear resolutions of necessity and agrees to exercise its rights under eminent domain, to assign all of its rights, and to join the AUTHORITY in Exhibit B Page 16 25F -34 COOPERATIVE AGREEMENT NO, C- 5.3583 EXHIBIT B litigation if necessary. Compensation for right of way acquisition support is addressed in Exhibit C, Section 4.2. 9.0 COORDINATION OF ADJACENT PROJECTS The CITY agrees to keep the AUTHORITY informed on all design and construction projects that may directly impact this Project and that are submitted to the CITY for approval. This includes, but Is not limited to, utility projects, communication projects, development projects, and other improvement projects. To the extent permitted by law and except for renewals or extensions of existing licenses or permits, and renewals or extensions of existing use rights, the CITY shall not issue new licenses, permits, or use rights within the City's public right of way that materially interfere with the AUTHORITY's construction of the Project. 10.0 PERMITS AND COORDINATION 10.1 USE OF RIGHT OF WAY The CITY agrees to grant to the AUTHORITY certain non- exclusive rights to use the CITY right of way for streetcar purposes, including the right to construct, operate, and maintain tracks, stations, OC Streetcar elements, and other improvements necessary for the OC Streetcar on that portion of the Project alignment constituting the CITY's public way or right of way. The AUTHORITY's use of the CITY's public way or right of way shall be at no charge and upon such terms and conditions as set forth in a Public Way Use Agreement. 10.2 PERMITS By executing this Agreement, the CITY agrees to use its best efforts to facilitate all necessary authority, permission, and permits to enable the AUTHORITY to construct the Project as set forth herein. The CITY and the AUTHORITY acknowledge that the intent of this Agreement is to incorporate the majority of the CITY's requirements with respect to the permit the AUTHORITY must obtain to construct the Project. However, before the AUTHORITY begins construction, the AUTHORITY shall apply for and the CITY agrees to not unreasonably withhold such permit(s). Exhibit B Page 17 25F -35 COOPERATIVE AGREEMENT NO, C -5 -3583 EXHIBIT B The AUTHORITY, and /or its Construction Contractor(s), shall not be charged for the CITY's fixed cost permit issuance fees for building and street work permits deemed necessary for the Project. 10.3 CITY PROPERTY The CITY agrees to sell to the AUTHORITY the CITY property, at the appraised value, necessary for the AUTHORITY to construct, operate, and maintain a traction power substation and related equipment necessary for the OC Streetcar at the following two (2) locations as follows: CITY property located at the southwest corner of the Bristol Street/Santa Ana Blvd. intersection; CITY property located in the northeast corner of the Garfield Street /Santa Ana Blvd. intersection. The CITY agrees to grant to the AUTHORITY an easement to use CITY property for streetcar purposes, including the right to construct, operate, and maintain traction power substations and related equipment necessary for the OC Streetcar at the following location for monetary or other consideration: CITY property located in the City Civic Center Plaza on the north side of Santa Ana Blvd west of Ross Street. The AUTHORITY agrees to minimize the amount of property purchased or used while providing for construction, operations, and maintenance activities. The AUTHORITY and the CITY shall work collaboratively to ensure the traction power substation sites are not obtrusive to surrounding uses through the Station and Urban Design process identified in Exhibit B Section 5.9.1. 11.0 ENVIRONMENTAL 11.1 MONITORING Pursuant to CEQA Guidelines Section 15097(a), the CITY delegates the CITY's reporting and monitoring responsibilities as set forth in the Mitigation Monitoring and Reporting Program to the AUTHORITY, and the AUTHORITY accepts the delegation of those reporting and monitoring responsibilities. The CITY shall participate in meetings related to the Mitigation Monitoring and Exhibit B Page 18 25F -36 COOPERATIVE AGREEMENT NO, C -5 -3583 EXHIBIT B Reporting Program as needed and receive regular updates on the progress. The AUTHORITY shall provide copies of all environmental reporting and monitoring reports to the CITY to ensure compliance is maintained. In accordance with CEQA Guidelines Section 15097(a), the CITY ultimately remains responsible for ensuring that the mitigation measures in the Mitigation Monitoring and Reporting Program are implemented. 11.2 ENVIRONMENTAL DOCUMENT UPDATES In the event the AUTHORITY deems it necessary to make significant changes to the Project descriptions as submitted to the Federal Transit Administration or used for purposes of the Environmental Impact Report, the AUTHORITY shall flake the lead on preparing any required updates. The CITY shall be responsible for supporting and coordinating with the AUTHORITY in completing any additional environmental review required under State or federal law. The reimbursement of CITY costs associated with this coordination are addressed in Exhibit C Section 5.1.3 Additional Support, Exhibit B Page 19 25F -37 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT C FINANCIAL OBLIGATIONS 1.0 DEFINITIONS The terms defined in Article 1 of this Agreement are incorporated into and made a part of Exhibit C. 2.0 PROJECT FUNDING The AUTHORITY is responsible for securing and administering all federal, state, and local funding for the Project. 3.0 PROJECT COSTS The AUTHORITY is responsible for all Project capital costs. The AUTHORITY is not responsible for Betterment costs, 4.0 BETTERMENTS 4.1 BETTERMENT REQUESTS Betterment requests submitted by the CITY to the AUTHORITY shall be established as separate cooperative agreements or as amendments to existing cooperative agreements under the framework established herein. All Betterments shall be paid for by the CITY. The following steps for a Betterment include: 1. The CITY shall submit to the AUTHORITY a Betterment request in writing. Each request shall include a detailed scope of work including identification of any work the CITY intends to self - perform. 2. The AUTHORITY shall review the Betterment request and prepare and submit to the CITY a proposal identifying scope clarifications, design costs, construction costs, and administration /management costs. 3. The CITY shall review the Betterment proposal. If acceptable, the CITY shall submit written authorization for the AUTHORITY to move forward. If further negotiations are necessary before authorization is provided, the CITY and the AUTHORITY shall negotiate and update the proposal to accurately reflect the negotiated terms and conditions. The AUTHORITY Exhibit C Page 1 25F -38 COOPERATIVE AGREEMENT NO. C- 5.35 83 EXHIBIT C reserves the right to decline any Betterment request that materially impacts the Project schedule. 4. All Betterment reimbursements by the CITY shall be lump sum and shall equal the agreed upon budget amount. The AUTHORITY agrees to segregate the Betterment with respect to accounting and cost reporting. Any design work done by the AUTHORITY'S Design Consultant on a Betterment, and incorporated into the Plans and Specifications, shall be constructed, without exception, by the AUTHORITY's Construction Contractor, as part of the Project construction effort. 4.2 BETTERMENT REIMBURSEMENT The City's reimbursement of AUTHORITY costs associated with a Betterment shall be on a lump sum basis. Each Betterment cooperative agreement shall identify the timing and methodology for reimbursement. 5.0 CITY COSTS 5.1 CITY SUPPORT SCOPE 5.1.1 City Staff Support City staffing support is CITY staff time spent in support of the Project and includes, but is not limited to, administering the CITY's support efforts, Project meetings, construction package reviews, site plan reviews, station and urban design participation, and public outreach efforts. The City Representative is responsible for managing CITY staff support on the Project and shall ensure time charged is reasonable and necessary, Support costs are for the design phase of the Project and shall not include costs incurred past the notice to proceed for construction. 5.1.2 City Consultant Services Any consultant services used by the CITY on behalf of the Project shall be coordinated with the AUTHORITY. Any existing contracts the CITY intends to use for Project support must be reviewed by the AUTHORITY for compliance with FTA requirements and the CITY agrees to follow the Exhibit C Page 2 25F -39 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT C AUTHORITY's requirements for contract modifications or task order language, if applicable, prior to advancing any Project support work. Should the CITY determine a need for additional consultant services, the CITY shall submit the scope, schedule and budget to the AUTHORITY for review and approval prior to commencing the procurement or authorizing the work under existing contracts. The AUTHORITY will verify there is no potential duplication of effort or risks to the overall Project schedule and budget and that there is no existing conflict of interest with existing contracts. In addition, the AUTHORITY will confirm the forecasted expenditures are eligible for reimbursement. All procurements must meet FTA requirements. The CITY agrees to include information regarding conflict of interest with current AUTHORITY contracts and future AUTHORITY procurements related to the Project in all CITY support procurements. Support casts are for the design phase of the Project and shall not include costs incurred past the notice to proceed for construction. CITY support costs associated with the construction phase of the Project will be addressed in the Construclion Agreement. 5.1.3 Additional City Support Additional City Support is to provide a means for the AUTHORITY to secure CITY support for the condemnation of property and for support on environmental update documents in a timely manner. The AUTHORITY recognizes that the CITY may use existing contracts for legal or other services to provide Additional City Support as requested by the AUTHORITY in accordance with the procedures below. The AUTHORITY shall use its best efforts to facilitate the CITY's use of such agreements, including without limitation seeking a waiver or other relief from applicable FTA requirements as necessary. In the event the CITY is unable to use an existing agreement for the purposes of providing Additional City Support because of noncompliance with FTA requirements, the AUTHORITY Exhibit C Page 3 25F -40 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT C recognizes that the CITY in those circumstances may be unable to render Additional City Support, and the CITY shall thereupon be relieved from any obligation under this section. Additional City Support is not intended to provide contingency for other Work Plan activities. The following procedure shall be Followed when Additional City Support is requested: 1. The AUTHORITY shall submit to the CITY a support request in writing. Each request shall include a detailed scope of work. For time sensitive activities, the AUTHORITY may authorize an initial amount in the request for support. 2. If an initial authorization is provided, the CITY shall provide support as requested and then the CITY shall prepare and submit to the AUTHORITY a proposal identifying scope clarifications, support costs, management /administrative costs, and any third party costs. 3. The AUTHORITY shall review the CITY's support proposal. If further negotiations are necessary before authorization is provided, the CITY and the AUTHORITY shall negotiate and update the proposal to accurately reflect the negotiated terms and conditions. If the cost of the support will exceed the provisional amount provided for Additional City Support, the Parties shall amend Article 7.0 — Maximum Obligation and provide a supplemental work plan to Exhibit E — City Support Work Plan. 4. All Additional Support Work shall be tracked separately and segregated as an independent task as identified with each authorization when invoicing. 5.2 CITY WORK PLAN BUDGET 5.2.1 City Staff Support The CITY staff support budget has been developed by identifying positions, hours, and rates in the categories shown in the City Support Work Plan ( "Work Plan ") in Exhibit E. AUTHORITY will reimburse CITY for actual CITY staff support costs incurred in accordance with the Work Plan budget. Actual costs include all eligible CITY direct and indirect costs. The actual indirect cost recovery rate applied to direct labor costs will be adjusted following federal regulations. Exhibit C Page 4 25F -41 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT C The cost to develop a Cost Allocation Plan to determine an indirect cost recovery rate is not eligible for reimbursement. 5.2.2 Additional City Support Additional CITY support costs not included in the CITY Work Plan budget shall be included in an amendment to this Agreement. The CITY may not provide additional support without prior written authorization from the AUTHORITY. 5.2.3 Periodic Cost Reviews The AUTHORITY and the CITY agree to regularly monitor CITY costs expended in comparison to the CITY support budget and the remaining effort anticipated. A formal review of funds expended shall be conducted by the Parties immediately following the submittal of the CITY's invoice inclusive of the construction package reviews at the 30 %, 60 %, and 90% periods which are generally scheduled for June 2016, January 2017, and June 2017 respectively. In the event the remaining level of effort required, as agreed to by the Parties, exceeds the remaining budget, the Work Plan Budget shall be updated through an amendment to this Agreement. 5.3 INVOICING PROCEDURES Each month, the CITY shall submit an invoice to the AUTHORITY for actual costs incurred the prior month. Invoices shall be submitted within 30 days of the end of the monthly invoice period. Invoices shall be submitted in duplicate to AUTHORITY's Accounts Payable office. The CITY may also submit invoices electronically to the AUTHORITY's Accounts Payable Department at vendorinvoices @octa.net. The AUTHORITY shall remit payment within thirty (30) days of the receipt and approval of each invoice. Each invoice shall include the following information: 1. Reference to Agreement No. C -5 -3583; 2. The time period covered by the invoice; 3. An identification of the execution date of this Agreement; 4. Work Plan budget and cumulative invoice amount; Exhibit C Page 5 25F -42 COOPERATIVE AGREEMENT NO. C- 5.3553 EXHIBIT C 5. Hours worked per person in the invoiced period; 6. Burdened Rate per person invoiced; 7. Indirect cost recovery rate applied to the total cost of CITY direct labor; 8. Current invoice payment amount due; 9, Signed and approved timesheets; 10. Description of work performed adequate to correlate hours shown and work performed; 11. Consultant invoices for the invoice period with the same information as required above, and 12. Any other information requested by the AUTHORITY to reasonably substantiate the validity of an invoice. 5.4 CONSULTANT PAYMENT VERIFICATION The CITY shall provide the AUTHORITY verification of all consultant payments made by the CITY associated with CITY support within thirty (30) days of the consultant payment date. 6.0 NOT USED 7.0 FEES 7.1 PERMIT FEES The AUTHORITY, and /or its Construction Contractor(s), shall not be charged for the CITY's fixed -cost permit issuance fees for building and street work permits deemed necessary for the Project. 7.2 DEVELOPMENT IMPACT FEES The AUTHORITY shall pay for CITY adopted and third party development impact fees such as water and sewer connections, among others, which are related to site improvements for individual stations, maintenance facilities and other similar structures supporting the Project. Exhibit C Page 6 25F -43 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT D REQUIRED FEDERAL CLAUSES FOR THIRD PARTY AGREEMENTS The following provisions apply to all purchases regardless of its value; ARTICLE 1, FEDERAL CHANGES CONSULTANT shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement between the AUTHORITY and FTA , as they may be amended or promulgated from time to time during this Agreement. CONSULTANT's failure to comply shall constitute a material breach of contract. ARTICLE_2._ NO FEDERAL_ GOVERNMENT OBLIGATION TO THIRD PARTIES AUTHORITY and CONSULTANT acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the AUTHORITY, CONSULTANT, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from the underlying Agreement. CONSULTANT agrees to include these requirements in all of its subcontracts. ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS A. CONSULTANT acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § §3801 at seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by signing this Agreement, CONSULTANT certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement of She FTA assisted project for which this Agreement's work is being performed. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose penalties of the Program Fraud Civil Remedies Act of 1986 on CONSULTANT to the extent the Federal Government deems appropriate. B. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under an agreement connected with a project that is financed in whole or part with Federal assistance awarded by FTA under the authority of 49 U.S.C. §5307 at seq., the Government reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) et seq. on CONSULTANT, to the extent the Federal Government deems appropriate, CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 4. CIVIL RIGHTS ASSURANCE During the performance of this Agreement, CONSULTANT, for itself, its assignees and successors in interest agree as follows: A. Compliance with Regulations: CONSULTANT shall comply with the Regulations Exhibit D Page 1 25F -44 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT D relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts. Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by CONSULTANT of CONSULTANT's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information CONSULTANT shall so certify to the AUTHORITY as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of CONSULTANT's noncompliance with nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement sanctions as it may determine to be appropriate, including, but not limited to: 1. Withholding of payments to CONSULTANT under the Agreement until CONSULTANT complies; and /or 2. Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Title VI of the Civil Rights Act. In determining the types of property or services to acquire, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity receiving Federal financial assistance in violation of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d at seq. and DOT regulations, "Nondiscrimination in Federally Assisted Programs of the Department of Transportation -- Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21. In addition, FTA Circular 4702.1, "Title VI and Title VI- Dependent Guidelines for FTA Recipients," 05- 13 -07, provides FTA guidance and instructions for implementing DOT's Title VI regulations. G. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.G. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in all programs, activities, and services of public entities, as well as imposes specific requirements on public and private providers of transportation. Exhibit D Page 2 25F -45 COOPERATIVE AGREEMENT NO. C- 5.3563 EXHIBIT D H. Incorporation of Provisions: CONSULTANT shall Include the provisions of paragraphs (A) through (H) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. CONSULTANT shall take such action with respect to any subcontractor procurement as the AUTHORITY may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONSULTANT may request the AUTHORITY to enter into such litigation to protect the interests of the AUTHORITY, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. ARTICLE 5. DBE Participation It is the Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26 and the Orange County Transportation Authority's (Authority's) DBE program developed pursuant to these 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 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. D. Consultant must not claim DBE participation as attained until the amount to be claimed is paid and fully adheres to DBE crediting provisions. If the Consultant has committed to utilize DBE(s) in the performance of this DOT - assisted contract, the Consultant's submitted "DBE Participation Commitment Form" will be utilized to monitor Consultant's DBE commitments, unless otherwise directed and/or approved by the Authority prior to the Consultant effectuating any changes to its DBE participation commitment(s) (Refer to Subsection H: `Performance of DBE Subconsultants'). Consultant must complete and submit all required DBE documentation to effectively capture all DBE utilization on the Authority's DOT- assisted contracts whether achieved race neutrally or race consciously. Even if a Consultant has not committed to utilize DBE(s) in the performance of this contract, the Consultant must execute and submit all required DBE forms and other related documentation as specified under this contract or as otherwise requested by the Authority. No changes to the Consultant's DBE Commitment must be made until proper protocols for review and approval of the Authority are rendered in writing. To ensure full compliance with the requirements of 49 CFR, Part 26 and the Authority's DBE Program, the Consultant must: A. Take appropriate actions to ensure that it will continue to meet the DBE Commitment at the minimal level committed to at award or will satisfy the good faith efforts to meet the DBE Commitment, when change orders or other contract modifications alter the dollar amount of Exhibit D Page 3 25F -46 COOPERATIVE AGREEMENT NO. C- 5.3583 (EXHIBIT D the contract or the distribution of work. The Consultant must apply and report its DBE goal commitments against the total Contract Value, including any contract change orders and /or amendments. DBE Policy and Applicability In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), the Authority has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR, Part 26, "Participation by Disadvantaged Business Enterprises In Department of Transportation Programs", The project is subject to these stipulated regulations and the Authority's DBE program. In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the Authority encourages the participation of DBEs as defined in 49 CFR, Part 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these Regulations, it is also the policy of the Authority to: Fulfill the spirit and intent of the Federal DBE Program regulations published under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to participate in all of Authority's DOT - assisted contracting opportunities. Ensure that DBEs can fairly compete for and perform on all DOT - assisted contracts and subcontracts, Ensure non - discrimination in the award and administration of Authority's DOT - assisted contracts. Create a level playing field on which DBEs can compete fairly for DOT - assisted contracts. Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are permitted to participate as DBEs. Help remove barriers to the participation of DBEs in DOT - assisted contracts. Assist in the development of firms that can compete successfully in the marketplace outside the DBE Program. Consultant must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subconsultant. Any terms used in this section that are defined in 49 CFR, Part 26, or elsewhere in the Regulations, must have the meaning set forth in the Regulations. In the event of any conflicts or inconsistencies between the Regulations and the Authority's DBE Program with respect to DOT - assisted contracts, the Regulations must prevail. III. Authority's DBE Policy Implementation Directives Pursuant to the provisions associated with federal regulation 49 CFR, Part 26, the Disadvantaged Business Enterprise (DBE) program exists to ensure participation, equitable competition, and assistance to participants in the USDOT DBE program. Accordingly, based on Exhibit D Page 4 25F -47 COOPERATIVE AGREEMENT NO, C- 5.3583 EXHIBIT D the Authority's analysis of its past utilization data, coupled with its examination of similar Agencies' Disparity Study and recent Goal Methodology findings the Authority has implemented the the board as all protected groups partici on its FTA- assisted contracts. race neutral means The Authority reinstates the use of contract goals and good faith efforts. Meeting the contract - specific goal by committing to utilize DBEs or documenting a bona fide good faith effort to do so, is a condition of award. Additionally, contract- specific goals are now specifically targeted at DBEs (DBEs owned and controlled by Black Americans, Hispanic Americans, Asian - Pacific Americans, Native Americans, Asian - Pacific Americans, Sub - Continent Asian Americans, and Women). In the event of a substitution, a DBE must be substituted with another DBE or documented adequate good faith efforts to do so must be made, in order to meet the contract goal and DBE contract requirements. Definitions The following definitions apply to the terms used in these provisions: 1. "Disadvantaged Business Enterprise (DBE) "means a small business concern: (a) which is at least 51 percent owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly -owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. 2. "Small Business Concern" means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto, except that a small business concern must not include any concern or group of concerns controlled by the same socially and economically disadvantaged individual or individuals which has annual average gross receipts in excess of $19.57 million over the previous three fiscal years. 3. "Socially and Economically Disadvantaged Individuals " means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who are Black Americans, Hispanic Americans, Native Americans, Asian- Pacific Americans, or Asian - Indian Americans, women and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be socially and economically disadvantaged: A. "Black Americans," which includes persons having origins in any of the Black racial groups of Africa; B. "Hispanic Americans," which includes persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; C. "Native Americans," which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; D. "Asian- Pacific Americans," which includes persons whose origins are from Japan, China, Exhibit D Page 5 25F -48 COOPERATIVE, AGREEMENT NO. C- 5.3583 EXHIBIT D Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific, and the Northern Marianas; E. "Asian- Indian Americans," which includes persons whose origins are from India, Pakistan, and Bangladesh; and F. Women, regardless of ethnicity or race. 4. "Owned and Controlled" means a business: (a) which is at least 51 percent owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a publicly - owned business, at least 51 percent of the stock of which is owned by one or more "Socially and Economically Disadvantaged Individuals "; and (b) whose management and daily business operations are controlled by one or more such individuals. 5. "Manufacturer" means a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the Consultant. 6. "Regular Dealer" means a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. The firm must engage in, as its principal business, and in its own name, the purchase and sale of the product in question. A regular dealer in such bulk items as steel, cement, gravel, stone and petroleum products need not keep such products in stock if it owns or operates distribution equipment. "Fraud" includes a firm that does not meet the eligibility criteria of being a certified DBE and that attempts to participate in a DOT - assisted program as a DBE on the basis of false, fraudulent, or deceitful statements or representations or under circumstances indicating a serious lack of business integrity or honesty. The Authority may take enforcement action under 49 CFR, Part 31, Program Fraud and Civil Remedies, against any participant in the DBE program whose conduct Is subject to such action under 49 CFR, Part 31. The Authority may refer the case to the Department of Justice, for prosecution under 18 U.S.C. 1001 or other applicable provisions of law, any person who makes a false or fraudulent statement in connection with participation of a DBE in any DOT- assisted program or otherwise violates applicable Federal statutes. 8. "Other Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who, on a case -by -case basis, are determined by Small Business Administration or a recognized California Unified Certification Program Certifying Agency to meet the social and economic disadvantage criteria described below, A. "Social Disadvantage" The individual's social disadvantage must stem from his /her color, national origin, gender, physical handicap, long -term residence in an environment isolated from the mainstream of American society, or other similar cause beyond the individual's control. The individual must demonstrate that he /she has personally suffered social disadvantage. Exhibit D Page 6 25F -49 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT D 3. The individual's social disadvantage must be rooted in treatment, which he /she has experienced in American society, not in other countries. 4. The individual's social disadvantage must be chronic, longstanding and substantial, not fleeting or insignificant. 5. The individual's social disadvantage must have negatively affected his /her entry into and /or advancement in the business world. 6. A determination of social disadvantage must be made before proceeding to make a determination of economic disadvantage. B. "Economic Disadvantage" 1. The individual's ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities, as compared to others in the same line of business and competitive market area that are not socially disadvantaged. 2. The following criteria will be considered when determining the degree of diminished credit and capital opportunities of a person claiming social and economic disadvantage: With respect to the individual: • availability of financing bonding capability • availability of outside equity capital • available markets With respect to the individual and the business concern: • personal and business assets • personal and business net worth • personal and business income and profits IV. Submission of DBE Information and Ongoing Reporting Requirements (Post - Award) If there is a DBE goal on the contract, Consultant must complete and submit the following DBE exhibits (forms) consistent with Consultant DBE Goal Commitment within the specified timelines. Even if no DBE participation will be reported, the Consultant must execute and return the form: 1. "Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification " (Form 103) The purpose of this form is to ensure Consultant DBE commitments are attained, properly reported and credited in accordance with DBE crediting provisions based on the capacity the DBE performs the scope of work/service, This form further serves to collect DBE utilization data required under 49 CFR, Part 26. The Consultant is required to complete and submit a Form 103 to the Authority by the 101r' of each month until completion of the contract. The Consultant must submit its first Form 103 following the first month of contract activity. Upon completion of the contract, the Consultant must complete and submit a "Final: Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification" (Form 103) to facilitate reporting and capturing actual DBE attainments at conclusion of the contract. Exhibit D Page 7 25F -50 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT D The Form 103 must include the following information: A. General Contract Information — Including Contract Number and Name, Prime Consultant and the following: 1. Original Contract Amount 2. Running Total of Change Order Amount 3. Current Contract Amount 4. Amount Paid to Consultant during Month 5. Amount Paid to Consultant from Inception to Date 6. DBE Contract Goal 7. Total Dollar Amount of DBE Commitment 8. DBE Commitment as Percentage of Current Contract Amount Listed and /Proposed Consultant /Subconsultant Information — For All DBE participation being claimed either Race Neutrally or Race Consciously, regardless of tier: 1. DBE Firm Name, Address, Phone Number, DBE Type of Operation, Certification Type and Certification Number. 2. DBE Firm Contract Value Information: Original contract amount, running total of change order amount, Current contract amount, Amount paid to Consultant during month and Amount paid to Consultant to date. 1 Consultant Assurance of Full Compliance with Prompt Payment Provisions Consultant to sign the prompt payment assurance statement of compliance contained within the Form 103. Consultant is to further maintain and submit at the request of Authority a detailed running tally of related invoices submitted by DBE(s) and Non DBE(s), including dates of invoice submission, dates accepted and corresponding dates and amount of payments made. The Payment and Retention Reporting tally must also include: DBE(s) and Non DBE(s) Invoice Number, Invoice Amount, Invoice Date, Prime Consultant's Invoice Number that incorporated the corresponding DBE and Non DBE invoice(s) for billing purposes, Date of Invoice submission to Authority, Date and amount Authority paid on Prime Consultant's Invoice. The report must also reflect a breakout of retention withheld (including retention as specified in subcontract agreement(s) and disputed invoice retention) and retention payments made, check number and date paid to DBE and Non DBE. Consultant is advised not to report the participation of DBE(s) toward the Consultant's DBE attainment until the amount being claimed has been paid to the DBE, Verification of payments and /or a signed Verification of Payment by the applicable DBE or Non DBE must be submitted with Form 103 to authenticate reported payments. 3. DBE Subcontract Agreements Exhibit D Page 8 25F -51 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT D The Consultant must submit to the Authority copies of executed subcontracts and /or purchase orders (PD) for all DBE firms participating on the contract within ten (10) working days of award. The Consultant must immediately notify the Authority in writing of any problems it may have in obtaining the subcontract agreements from listed DBE firms within the specified time. 4. "Monthly DBE Trucking Verification" Form Prior to the 10th of each month, the Consultant must submit documentation on the "Monthly DBE Trucking Verification" Form to the Authority showing the amount paid to DBE trucking companies. The Consultant must also obtain and submit documentation to the Authority showing the amount paid by DBE trucking companies to all firms, including owner- operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contactor may count only the fee or commission the DBE receives as a result of the lease arrangement. The Consultant must also obtain and submit documentation to the Authority showing the truck number, owner's name, California Highway Patrol CA number, and if applicable, the DBE certification number of the owner of the truck for all trucks used during that month. 5. "Final Report - Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" Upon completion of the contract, a summary of these records must be prepared on the: "Final Report- Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" and certified correct by the Consultant or the Consultant's authorized representative, and must be furnished to the Engineer. The form must be furnished to the Authority within ninety (90) days from the date of contract acceptance. The amount of $10,000 will be withheld from payment until a satisfactory form is submitted. 6. "Disadvantaged Business Enterprises (DBE) Certification Status Change" If a DBE Sub is decertified during the life of the project, the decertified Subconsultant must notify the Consultant in writing with the date of decertification. If a Subconsultant becomes a certified DBE during the life of the project, the Subconsultant must notify the Consultant in writing with the date of certification (Attach DBE certification /Decertification letter). The Consultant must furnish the written documentation to the AUTHORITY. Upon completion of the contract, the "Disadvantaged Business Enterprises (DBE) Certification Status Change" must be signed and certified correct by the Consultant indicating the DBEs' existing certification status. If there are no changes, please indicate "No Changes ". The certified form must be furnished to the Authority within ninety (90) days from the date of contract acceptance. Exhibit D Page 9 25F -52 11 VI COOPERATIVE AGREEMENT NO, C -5 -3583 EXHIBIT D DBE Eligibility and Commercially Useful Function Standards A DBE must be certified at the time of Proposal submission: 1. A certified DBE must be a small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and relevant regulations promulgated pursuant thereto. 2. A DBE may participate as a Prime Consultant, Subconsultant, joint venture partner with a Prime or Subconsultant, vendor of material or supplies, or as a trucking company. 3. 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. 4. At time of proposal submission, DBEs must be certified by the California Unified Certification Program (CUCP). Listings of DBEs certified by the CUCP are available from the following sources: A. The CUCP web site, which can be accessed at http: / /www.californiaucp.com; or the Caltrans "Civil Rights" web site at http: / /www.dot.ca.gov /hq /bep. 5. A DBE must perform a commercially useful function in accordance with 49 CFR 26.55 (i.e., 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). A DBE should perform at least thirty percent (30 %) of the total cost of its contract with its own workforce to presume it is performing a commercially useful function. DBE Crediting Provisions 1. When a DBE is proposed to participate in the contract, either as a Prime Consultant or Subconsultant, at any flier, only the value of the work proposed to be performed by the DBE with its own forces may be counted towards DBE participation. If the Consultant is a DBE joint venture participant, only the DBE proportionate interest in the joint venture must be counted. If a DBE intends to subcontract part of the work of its subcontract to a lower -tier Subconsultant, the value of the subcontracted work may be counted toward DBE participation only if the Subconsultant is a certified DBE and actually performs the work with their own forces. Services subcontracted to a Non -DBE firm may not be credited toward the Prime Consultant's DBE attainment. 3. Consultant is to calculate and credit participation by eligible DBE vendors of equipment, materials, and suppliers toward DBE attainment, as follows: A. Sixty percent (60 %) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a regular dealer; or B. One hundred percent (100 %) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a DBE manufacturer. Exhibit D Page 10 25F -53 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT D 4. The following types of fees or commissions paid to DBE Subconsultants, Brokers, and Packagers may be credited toward the prime Consultant's DBE attainment, provided that the fee or commission is reasonable, and not excessive, as compared with fees or commissions customarily allowed for similar work, including: A. Fees and commissions charged for providing bona fide professional or technical services, or procurement of essential personnel, facilities, equipment, materials, or supplies required in the performance of the Contract; B. Fees charged for delivery of material and supplies (excluding the cost of materials or supplies themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of, or a regular dealer in, the material and supplies; C. Fees and commissions charged for providing any insurance specifically required in the performance of the Contract. 5. Consultant may count the participation of DBE trucking companies toward DBE attainment, as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract. B. The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the contract. C, The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm, including an owner - operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract. E. The DBE may also lease trucks from a non -DBE firm, including an owner - operator, The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by a DBE. F. For purposes of this paragraph, a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 6. If the Consultant listed a non - certified 11t tier Subconsultant to perform work on this contract, and the non - certified Subconsultant subcontracts a part of its work or purchases materials and /or supplies from a lower tier DBE certified Subconsultant or Vondor, the value of work performed by the lower tier DBE firm's own forces can be counted toward DBE participation on the contract. If a DBE Consultant performs the Exhibit D Page 11 25F -54 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT D installation of purchased materials and supplies they are eligible for full credit of the cost of the materials. VII. Performance of DBE Subconsultants DBEs must perform work or supply materials as listed in the "DBE Participation Commitment Form" specified under "DBE Proposal Submission Requirements" of these special provisions. Do not terminate a DBE listed Subconsultant for convenience and perform the work with your own forces or obtain materials from other sources without prior written authorization from the AUTHORITY. The AUTHORITY grants authorization to use other forces or sources of materials for requests that show any of the following justifications (written approval from the AUTHORITY must be obtained prior to effectuating a substitution): 1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project. 2. You stipulate a bond is a condition of executing the subcontract and the listed DBE fails to meet your bond requirements. 1 Work requires a Consultants' license and listed DBE does not have a valid license under Consultants License Law. 4. Listed DBE fails or refuses to perform the work or furnish the listed materiels. 5. Listed DBE's work is unsatisfactory and not in compliance with the contract. 6. Listed DBE delays or disrupts the progress of the work. 7. Listed DBE becomes bankrupt or insolvent. If a listed DBE Subconsultant is terminated, you must make good faith efforts to find another DBE Subconsultant to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet the DBE goal. The substitute DBE must be certified as a DBE at the time of request for substitution. The AUTHORITY does not pay for work or material unless it is performed or supplied by the listed DBE, unless the DBE is terminated in accordance with this section. VIII. Additional DBE Subconsultants In the event Consultant identifies additional DBE Subconsultants or suppliers not previously identified by Consultant for DBE participation under the contract, Consultant must notify the Authority by submitting "Request for Additional DBE Firm" to enable Consultant to capture all DBE participation. Consultant must also submit, for each DBE identified after contract execution, a written confirmation from the DBE acknowledging that it is participating in the contract for a specified value, including the corresponding scope of work (a subcontract agreement can serve in lieu of the written confirmation). IX. DBE "Frauds" and "Fronts" Only legitimate DBEs are eligible to participate as DBEs in the Authority's federally - assisted contracts. Proposers are cautioned against knowingly and willfully using "fronts." The use of "fronts" and "pass through" subcontracts to non - disadvantaged firms constitute criminal Exhibit D Page 12 25F -55 COOPERATIVE AGREEMENT NO. C•5-3583 EXHIBIT D violations. Further, any indication of fraud, waste, abuse or mismanagement of Federal funds should be immediately reported to the Office of Inspector General, U.S. Department of Transportation at the toll -free hotline: (800) 424 -9071; or to the following: 245 Murray Drive, Building 410, Washington, DC 20223; Telephone: (202) 406 -570. X. Consultant's Assurance Clause Regarding Non,Discriminatlon In compliance with State and Federal anti - discrimination laws, the Consultant must affirm that they will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, the Consultant must affirm that they will consider, and utilize Subconsultants and vendors, in a manner consistent with non - discrimination objectives. XI. Prompt Payment Clause Upon receipt of payment by Authority, Consultant agrees to promptly pay each Subconsultant for the satisfactory work performed under this Agreement, no later than seven (7) calendar days. Consultant agrees further to return retainage payments to each Subconsultant within thirty (30) calendar days after the Subconsultant's work is satisfactorily completed. Authority reserves the right to request the appropriate documentation from Consultant showing payment has been made to the Subconsultants. Any delay or postponement of payment from the above referenced time frames may occur only for good cause following written approval by Authority. In accordance with 49 CFR part 26.29 "Prompt Payment Provisions" (DBE Final Rule) the Authority will elect to utilize the following method to comply with the prompt payment of retainage requirement: Hold retainage from the Consultant and provide for prompt and regular incremental acceptances of portions of the Consultant, pay retainage to prime Consultants based on these acceptances, and require a contract clause obligating the Consultant to pay all retainage owed to the Subconsultants for satisfactory completion of the accepted work within thirty (30) days after payment to the Consultant. Failure to comply with this provision or delay in payment without prior written approval from Authority will constitute noncompliance, which may result in appropriate administrative sanctions, including, but not limited to a withhold of two (2 %) percent of the invoice amount due per month for every month that payment is not made. These prompt payment provisions must be incorporated in all subcontract agreements issued by Consultant under this Agreement. Each subcontract must require the Subconsultant to make payments to sub - Subconsultants and suppliers in a similar manner. XII. Administrative Remedies and Enforcement Consultant must fully comply with the DBE contract requirements, including the Authority's DBE Program and Title 49 CFR, Part 26 "Participation of Disadvantaged Businesses in Department of Transportation Financial Assistance Programs" and ensure that all Subconsultants regardless of tier are also fully compliant. Consultant's failure to comply constitutes a material breach of contract, wherein the Authority will impose all available administrative sanctions including payment withholdings, necessary to effectuate full compliance. In instances Exhibit D Page 13 25F -56 COOPERATIVE AGREEMENT NO. C- 53583 EXHIBIT D of identified non - compliance, a Cure Notice will be issued to the Consultant identifying the DBE non - compliance matter(s) and specifying the required course of action for remedy. The Consultant must be given ten (10) working days from the date of the Cure Notice to remedy or to (1) File a written appeal accompanied with supporting documentation and /or (2) Request a hearing with the Authority to reconsider the Authority's DBE determination. Failure to respond within the ten (10) working day period must constitute a waiver of the Consultant's right to appeal. If the Consultant files an appeal, the Authority, must issue a written determination and /or set a hearing date within ten (10) working days of receipt of the written appeal, as applicable. A Final Determination will be issued within ten (10) working days after the hearing, as applicable. If, after review of the Consultant's appeal, the Authority decides to uphold the decision to impose DBE administrative remedies on the Consultant, the written determination must state the specific remedy(s) to be imposed. Failure to comply with the Cure Notice and /or to remedy the identified DBE non - compliance matter(s) is a material breach of contract and is subject to administrative remedies, including, withholding at minimum of two (2 %) percent of the invoice amount due per month for every month that the Identified non - compliance matter(s) is not remedied. Upon satisfactory compliance the Authority will release all withholdings. In addition to administrative remedies defined in this section, the Authority is not precluded from invoking other contractual and /or legal remedies available under federal, state or local laws. ARTICLE 6. ACCESS TO RECORDS AND REPORTS CONSULTANT shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the Comptroller General of the United States, or other agents of AUTHORITY, such access to CONSULTANT's accounting books, records, payroll documents and facilities of CONSULTANT which are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. CONSULTANT shall maintain such books, records; data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during CONSULTANT's performance hereunder and for a period of four (4) years from the date of final payment by AUTHORITY. AUTHORITY's right to audit books and records directly related to this Agreement shall also extend to all first -tier subcontractors identified in this Agreement. CONSULTANT shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. ARTICLE 7. INCORPORATION OF FTA TERMS All contractual provisions required by Department of Transportation (DOT), whether or not expressly set forth In this document, as set forth in Federal Transit Administration (FTA) Circular 4220.1F, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. CONSULTANT shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in violation of the FTA terms and conditions. Exhibit D Page 14 25F -57 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT D ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS CONSULTANT shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy Conservation Act. ARTICLE 9. FLY AMERICA REQUIREMENTS CONSULTANT agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301 -10, which provide that recipients and sub - recipient of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government- financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. CONSULTANT shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. CONSULTANT agrees to include the requirements of this section in all subcontracts that may involve international air transportation. ARTICLE 10. TRANSPORTATION OF EQUIPMENT, MATERIALS OR COMMODITIES BY OCEAN A. CONSULTANT shall utilize privately owned United States -flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this section, to the extent such vessels are available at fair and reasonable rates for United States -flag commercial vessels. B. CONSULTANT shall furnish within twenty (20) working days following the date of loading for shipments originating within the United States, or within thirty (30) working days following the date of loading for shipping originating outside the United States, a legible copy of a rated, "on- board" commercial ocean bill -of lading in English for each shipment of cargo described in paragraph 0 of this Article to AUTHORITY (through CONSULTANT in the case of subcontractor bills -of- lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590, marked with appropriate identification of the project. ARTICLE 11. PROHIBITED INTERESTS A. CONSULTANT covenants that, for the term of this Agreement, no director, member, officer or employee of AUTHORITY during his /her tenure in office or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. B. No member of or delegate to, the Congress of the United States shall have any interest, direct or indirect, in this Agreement or to the benefits thereof. ARTICLE 12. ALCOHOL AND DRUG POLICY Exhibit D Page 15 25F -58 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT D A. CONSULTANT agrees to establish and implement an alcohol and drug program that complies with 41 U.S.0 sections 701 -707, (the Drug Free Workplace Act of 1988),which is attached to this Agreement as Exhibit B, and produce any documentation necessary to establish its compliance with sections 701 -707. B. Failure to comply with this Article may result in nonpayment or termination of this Agreement. ARTICLE 13. PRIVACY ACT CONSULTANT shall comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a. Among other things, CONSULTANT agrees to obtain the express consent of the Federal Government before CONSULTANT or its employees operate a system of records on behalf of the Federal Government. CONSULTANT understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. ARTICLE 14. CONFLICT OF INTEREST CONSULTANT agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, CONSULTANT is unable, or potentially unable to render impartial assistance or advice to the Authority; CONSULTANT's objectivity in performing the work identified in the Scope of Work is or might be otherwise impaired; or CONSULTANT has an unfair competitive advantage. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT. All disclosures must be submitted in writing to AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the entire term of this Agreement. ARTICLE 15. CODE OF CONDUCT CONSULTANT agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third Party contracts which is hereby referenced and by this reference is incorporated herein. CONSULTANT agrees to include these requirements in all of its subcontracts. ARTICLE 16. PROTEST PROCEDURES The Authority has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting the Contract Administrator /Buyer responsible for this procurement. Any protest filed by CONSULTANT in connection with this solicitation must be submitted in accordance with the Authority's written procedures. The followlncl additional provisions apply to all purchases over $10,000 ARTICLE 17, TERMINATION A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole or part, by giving CONSULTANT written notice thereof. Upon termination, AUTHORITY shall pay Exhibit D Page 16 25F -59 COOPERATIVE AGREEMENT NO. C -5 -3583 EXHIBIT D CONSULTANT Its allowable costs incurred to date of that portion terminated. Said termination shall be construed in accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice shall be given to CONSULTANT in accordance with the provisions of the FAR referenced above. Upon receipt of said notification, CONSULTANT agrees to comply with all applicable provisions of the FAR pertaining to termination for convenience. B. AUTHORITY may terminate this Agreement for CONSULTANT's default if a federal or state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if CONSULTANT makes an assignment for the benefit of creditors, or for cause if CONSULTANT fails to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does not cure such breach or violation within ten (10) calendar days after written notice thereof by AUTHORITY. CONSULTANT shall be liable for any and all reasonable costs incurred by AUTHORITY as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by CONSULTANT under this Agreement. Such termination shall comply with CFR Title 48, Chapter 1, Part 49, of the FAR. ARTICLE 18. RECYCLED PRODUCTS CONSULTANT shall comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in subpart B of 40 CFR Part 247. CONSULTANT agrees to include this requirement in all of its subcontracts. The following additional provisions apply to all purchases over $25.000 ARTICLE 19. DEBARMENT & SUSPENSION: CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER -TIER PARTICIPANTS Unless otherwise permitted by law, any person or firm that is debarred, suspended, or voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1, dated April 28, 1989, may not take part in any federally funded transaction, either as a participant or a principal, during the period of debarment, suspension, or voluntary exclusion. Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction with such debarred, suspended, or voluntarily excluded persons or firms during such period. A certification process has been established by 49 CFR Part 29, as a means to ensure that debarred suspended or voluntarily excluded persons or firms do not participate in Federally assisted projects. The inability to provide the required certification will not necessarily result in denial of participation in a covered transaction. A person or firm that is unable to provide a positive certification as required by this solicitation must submit a complete explanation attached to the certification. FTA will consider the certification and any accompanying explanation in determining whether or not to provide assistance for the project. Failure to furnish a certification or an explanation may disqualify that person or firm from participating in the project. Exhibit D Page 17 25F -60 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT D The following additional Drovislons avDIv to all purchases over $100.000. A. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to CONSULTANT. The decision of the Director, CAMM, shall be final and conclusive. B. The provisions of this Article shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence, In connection with any appeal proceeding under this Article, CONSULTANT shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. C. Pending final decision of a dispute hereunder, CONSULTANT shall proceed diligently with the performance of this Agreement and in accordance with the decision of AUTHORITY's Director, CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above, Nothing in this Agreement, however, shall be construed as making final the decision of any AUTHORITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the state of California. ARTICLE 21. CLEAN WATER REQUIREMENTS CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 at $eq. CONSULTANT shall report each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in turn, report each violation as required to assure notification to FTA and appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts. CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.G. §§ 7401 at seq. CONSULTANT shall report each violation to AUTHORITY, who will in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts. ARTICLE 23. LOBBYING CONSULTANT's who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "Now Restrictions on Lobbying ". Each tier certifies to the above that it will not or has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or Exhibit D Page 18 25F -61 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT D employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant underthe Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non - Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. ARTICLE 24. BUY AMERICA A. CONSULTANT is directed to the "Buy America" requirements of the Surface Transportation Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this Project shall occur in the United States; with the exception that pig iron and processed, pellitized and reduced iron ore manufactured outside of the United States may be used in domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "Buy America" requirements. B. A Certificate of Compliance, conforming to the provisions of this Article shall be furnished for steel and iron materials. The certificates, in addition to certifying that the materials comply with the specifications, shall specifically certify that all manufacturing processes for the materials occurred in the United States, except for the exceptions listed herein. C. The requirements imposed by law and regulations do not prevent a minimal use of foreign steel and iron materials of the total combined cost of the materials used does not exceed one - tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. CONSULTANT shall furnish the AUTHORITY acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporating the materials in the work. Exhibit D Page 19 25F -62 COOPERATIVE AGREEMENT NO, C- 5.3583 EXHIBIT E CITY SUPPORT WORK PLAN OC Streetcar City Work Plan - Design Phase - -' Poeltlon 2018 Tatar Ocet Hourly Ratewl Burden %on ProJeOt Teter Hours 12 Months 4 Months � 12/31/2016) 8131/15-12131/111 5 Adrnlnietmllon& Oaordlnstlon Atlm Matratlon& Caortllnallon pmleOt fAae6n90 Conslruo6an Panne, Re new wF &TP SSSIta Plat Rn,hpce Stollen entl Urban Deal911 Parllalpetlon pubo Outreach el.weeay aoovdanbon ma.flm, meetings w! tleslgnere, egrbamant maetinge,ana otheroectl, 2 ati e BFwaekly oaordlonllon eefinge, meatinga wl deslgnere, agreement nownraga, and orhetrneegnge. el WA 80-Dey Site Plan Revlow y41 (fvF3) WA FeRlolpagen in mealinga w41H COCA eommunky meelln ...rdlnallbntl mood's. Publlo WerM Olmotm P12,976 210.26 CA 240 e0 OILY Re resenlellve Pm sct Ofty Re reaenletive oroscl 531312 $106,70 23.1% 160 100 Adml9letrPIJw Staff Adminlstrellve Stag $3,600 $BY.aq 58% 40 40 Cil En Inesr OILY En Ineer 46,077 $106.70 16% 82 7z 24 10 z4 q PlIndpol Civil Engineer 9304 $195.70 16% 48 ]2 24 20 16 24 8 Tragic Reviewer $3,974 $ 85.68 04% m 2A 0 1 2u 1e Civil Reand., dull Revlaner 3074 $165,60 0A% 24 24 0 20 i0 Drain or R9AeWer Dralne eRavlewaY $3074 $166.60 0.4% 24 24 B 80 19 O 6rallore R.A.war O rallone Revlewsr 1403 $1]638 0.4% 8 24 a d0 i0 Lnndsodm Ravldwer Landsos eRW"w"' 5979 $122.32 0.4% 8 21 B 80 Ws1e1l3cWar R.Vl.War Vyaterl9ewn RaAewer 3074 tmesm 0.4% 24 24 a 15 Construclablll ReNeuver C.Ietract.blrty 11W.Wer $1.865 $195.70 0.4% 8 24 8 $ntfoWJrdan Deelgn Rovimvar SletioNUrben Oesl nftevleWer 0 $122.32 0,0% 0 a qg elke& Pen BaferV RdaRAVer Bike B Pad Salary ReNuwer 0 $105.50 0,0% 0 B 16 PI Ic OU4each Lead Pdbllo Outreach Land $b,000 $166,01 1.G% 32 g8 CII Aherne CII Atlpme 10,10] 521060 1.9% 48 120 q0 p 0 ROW Supped ROW Support $0 $210.6 5 0.0% 0 so �-'- BuIICin APlennin Do enoenf .doff,2 a Flaccid De .Ha,."f '- "- PermltRBVIaWIVBF - Plenlling 81lu Plan Ravlew II- Flennlrt0 $4.086 $163.15 0.0% 32 8 17 20 Psrmlt Ravlew NBF - In Sba Plan Rev. MSF - BUlltli $3,103 $155.18 0,0% 20 8 q00 20 2p Fire Penult RevleW NSF -PD SBe Plan Reulew MSF - Fire $776 168,10 0.0% 6 S Permit Revew NSF -PD Sire Plan Review Nlsr -PO $770 $166.10 0.0% 6 5 10 5 St. Plan Revew TPSS- Planning 20f5reed,, $107,623 602 260 t4M1 0 150 0 48 Poa111on 2016'1'ote1 Cool Hourly Ratewl Burden %on Project Total H."', re 12 Months 1/1/2016 � 12/31/2016) Adrnlnietmllon& Oaordlnstlon Pmlaot Neegtgs Censurer., Peakage RoAaw NBF&TPBS 91te Plan ReAevrs 907006 and llNan Dart" Partlelpound Publla OdtI el.weeay aoovdanbon ma.flm, meetings w! tleslgnere, egrbamant maetinge,ana otheroectl, 2 ati e 30 % Review (dui. 2016) 60 %Revlow INW, 2010) Permit Suhllllttal R.We'N(WS) Sit. Plan Rod. (TPSS) Assume compaction ae falle.; (3) Urban Concept ReAeW Packogdd Ihetwllladdress slope, TPSS. OCS, a to PaCclpallon In meellros wllh OCTA, community medUr -I and 400Mlnallen mealtngs, NUIn Works Dlreatar $61,900 .$21826 11d% 910 240 OILY Re resenlellve Pm sct $133,076 $195 .70 32]% 607 080 Adml9letrPIJw Staff $10,917 $87.04 5.6% 120 120 Cil En Inesr $2 7270 ,$180.78 ].0% 146 7z 40 10 z4 Pnnci al ON En Inear $d0,314 $196,70 _ 8.9% 200 ]2 _ -Co 20 Ib 24 Trafne ReAewer $42,057 8106.68 11.3% 26J 2A 210 1 2u Civil Reand., $9]421 $ 19588 9.9% 223 24 182 20 Drain or R9AeWer $Z7,g16 &15568 4.1% 166 24 02 80 O 6rallore R.A.war $55,]00 175,98 13A% 310 24 244 d0 i0 Lnndsodm Ravldwer $19571 $12232 3,0% 130 21 66 80 Ws1e1l3cWar R.Vl.War ,$26162 $16658 7.8_0 158 24 134 Construclablll ReNeuver $52,448 $10690 12.9% 268 24 244 $ntfoWJrdan Deelgn Rovimvar $5,071 11 2,9% 48 a qg elke& Pen BaferV RdaRAVer $3,974 _A105.58 1.2% 24 B 16 PI Ic OU4each Lead $16,265 $1b9.01 4e% 90 g8 CII Aherne 820,962 $210.50 86% 128 120 p ROW Supped MICAS 10.63 &8% 80 so �-'- BuIICin APlennin Do enoenf '- "- PermltRBVIaWIVBF - Plenlling $6,932 55,16 1.3% 48 8 17 20 Psrmlt Ravlew NBF - In $,66 0.4^ /e 8 q00 Fire Penult RevleW NSF -PD $3,580 [$1.5.1. 55,16 0.4% 23 23 Permit Revew NSF -PD $2793 65,16 0.4% 1B 5 10 St. Plan Revew TPSS- Planning $4,600 6813 b.1% 29 2 27 Sire Plan ReA.w TPS3- BVltll ] MAC) 0.1% _ ] 2 5 ReAaw TP$8 -PD $1,060 56.10 0.1-/. 7 2 1 8 2016TOM.l: $O] >,900 8082 1040 668 1256 762 00 144 Exhibit E Page 1 25F -63 COOPERATIVE AGREEMENT NO. C- 5.3583 EXHIBIT E Position � 30171`obl Coat Rate %an Proleol Total He... 12 Months 1/1 /201_7 - 12131/2017 Merithid"'On$ Ccominatlon pa4lat NI,Mft. Constructlan Plasma. RaWew NSP B TPSS SIIe Plan ReWewe SoV,m and Urban Oemgn Pehblpatlom Publla Om, eaoh BI- weakly aoardlantl0n meetings, nteolingo w/ deelonare, agreement meaunga,aad otharrnoAnge. 2g 90% 1W. (Jun. 26171 Ra,,,bI ld Revlew(CuA 2D17) Permll Submittal R.O. (TPSBj NIA P.ftl asap In mea11nas with OOTA community meetlhga, and omrdinatlan moo tlhge, ft, Publle Walks Olreotpr 31MO $21826 1 11.5% 240 210 Clty Re r.,nmatlYa Proact $103070 $196.70 32,7% 600 850 Administr&IreStall $10,617 $81.04 6.0% 120 120 Olt En Inear $26.402 3180,70 _ 0.6% 13a 1 72 40 24 Principal CIVII En nee $90,400 5195.]0 B.8% 180 72 00 10 24 TrWo ReNewer $31781 3 8608 8.6% 192 24 158 10 CIVII R.,I6W6Y $31480 S10E58 8,7% 100 24 150 10 Dmine . ReNewer $ 34 2 $105.68 3,4% 01 24 47 10 Operation Rwmar $65,817 SMS(i 16,0% 324 24 300 Lgnddaa aR6V aWeY $9,78, 122,32 3.8% 80 24 59 WeterleeWer Reviewer 22909 5155.00 61014 136 24 101 10 Conctruplablity Raileav $03407 $196.70 18.0% 324 24 300 StdarWrban Dash ReVlawer $0 322.32 0.0% 0 Slke&Ped SatetV Reviewer $9074 105,58 1.2% 24 8 10 PU411a Outromah Lead $16285 160,01 4.8% 9B 98 Cll AtWrne $15E15 $210,58 3.8% 80 80 ROW SU 0d $10848 2210,58 3.8% 00 80 0 lid? &PlannI De aat rnanI Permll ReNSw TP93 PIarvtln $2,327 156.16 D.0% 16 16 Permll RaNew TP55- eull6ln $111M $156.18 OA% 72 1 72 Perml(ReNew TPSS -Plra 2327 $166.16 0,0% 16 is Permll Red" TP53. PD $1802 1 515618 1 0S% I P 1 12 2017E /I fifi0,28 3082 1040 480 1264 10M1 0 144 Position � 2010 Total Cost Rate %an Pr1,5% Tdtm 8140 7 Months (111/2018- 8/31/2018 Adminlslra0on$ Coortlinelioo Prolecl fvbatlrgs Conelnptlpn Packe, RaNew MSP &TP$S5d9Plen Reviews Slalicnanc!Urhm Doslgn Padlepallon Publlo 00..h Bbwa014y mee a gs omae8nga meolgan.. dealoners, agreement maellno, and aNer meollrga. 20 fvketl s WA VA WA Pedlpi,a W h meOCT with UCTA, a meetlst,, rgs, and am,hdlnakh otn2s. Publlo WOrlu Dlreelar $90276 $216.26 11.6% 140 140 Clt Representelive Prgeol $68496 $1854 Staff $0,45 $87..7 5,8% 5.8% 70 70 70 70 City Enolr,,er City En Inaer ffi10480 $166.78 2]% 1 66 1 14 Principal Civil E Ineer $10,959 $196,70 2.7%. 68 iq TrePo ReNewer $2,318 theMe 0.7% 14 CIO ReWeWer 231B $165.68 0.7% 4 Dams a ReNewer $2,318 $16558 0.7% 14 O waBan Rs,.,l, 2455 517638 0.7% 14 LandeOfl eReVar $1712 122,32 0,7% 14 j Winer /Sewer Revewer $2,318 $165.58 07% 14 Corwlructabllly Revawor 2,740 19570 0.7% 14 31a11nrlft,n Oael nROAdw., 0 $122132 0.0% 0 Bills @ Pad Safety Review $o $18558 0.0% 0 Publlo Outreach Leatl $8,006 $150D1 27% Be CI Attorn 0 $210.80 0,0% 0 ROMMkM W $0 210,58 0.0% 0 Beim%n &Plennlii Do arlmenr Permit ReAw TPSS. Plannln So $185,10 0.0% 0 Penmil RaNew PS9eu$dn{j_ $0 $156.10 0.0 °e D Permit RaWew TPSS -Fire 50 $155.16 1 00% o Permit Ra*W TPSS - PO $0 1 515618 1 0S% I P 2816 i @al' $151,408 825 60) 182 1 0 U D 84 Total CltY Deslon Phaea Costs NOTES - .. 1. Additlonal Work, n de6netl by the Agreom ml, will b9 atltlresaatl wlm eseperele work plan and aoope. Addioonal Worlds work Ihat canaotba dnflhed et thW tlma and Inaludas, but hot IlWltedto, Rightof W ay oondamnatlon and Emrlronmenlnl Updates, 2.11111able ad" are based at the latest Mko tuh Plan for oaoh pleaolQgallon and adjustsd using a 2080 hours produ00ve rata. 3. Posifloos notreferenoed In .Cost Nloceiion Plan have bean pmrzted based on a similar Cwt Nlocallon Plan posWons, The aolual ate Vmuld bs basedon Iho eutlltatl Cnat Nlanallon Plzn. Exhibit E Page 2 25F -64 25F -65 OC STREETCAR EXPENDITURE PLAN FUND City Manager ACCOUNTINO LINIT 01103010 FY $ ZQ15-16, 12,720.50 $ 1 15,265.00 $ 16,537.50 City Attorney 01108032 $ 23,583.00 $ 21,898.50 $ 8,422.50 Office of the Chief of Police 01114400 $ 1,357.75 $ 1,435.25 $ 465.50 Office of the Chief of Police 01114405 $ 1,357.75 $ 1,435.25 $ 465.50 Fire Suppression /EMS 01115330 $ 543.00 $ 1,706.50 $ 1,163.50 Planning & Building /Planning 01116510 $ 4,228.00 $ 5,120.25 $ 3,374.75 Planning & Building /Permit Plan Check 01116530 $ 41,776.50 $ 39,565.75 $ 3,374.75 Public Works Traffic Engineering 01117620 $ 3,922.40 $ 5,267.20 $ 4,632.20 Federal Clean Water Protection 05717640 $ 78,572.90 $ 108,729.20 $ 90,362.20 Public Works Environment /Sanitation 06817640 $ 7,321.25 $ 14,072.63 $ 7,715.88 Public Works Roadway Cleaning 06817641 $ 7,321.25 $ 14,072.63 $ 7,715.88 Graffiti Abatement 06817642 $ 7,321.25 $ 14,072.63 $ 7,715.88 Public Works Street Trees 06817643 $ 7,321.25 $ 14,072.63 $ 7,715.88 Construction Engineering 08617611 $ 3,922.40 $ 5,267.20 $ 4,632.20 Design Engineering 08617612 $ 190,436.50 $ 284,480.70 $ 199,461.10 Public Works Admin Services 10117601 $ 47,689.50 $ 62,417.00 $ 67,618.50 Public Works Development Engineering 10117605 $ 3,922.40 $ 5,267.20 $ 4,632.20 FY TOTAL: $ 443,317,60T $ 614,145.50 $ 436,005.90 DESIGN PHASE TOTAL: $ 1,493,469.00 Exhibit 2 25F -66 0 N o CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: DONATION AGREEMENT WITH SANTIAGO LITTLE LEAGUE TO SUPPORT A BASEBALL TOURNAMENT (STRATEGIC PLAN NO. 5, 41 7 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1B1 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For,,,_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Santiago Little League for a one -time donation in the amount of $1,000, subject to non - substantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042 establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Councilmember Roman Reyna recommends to appropriate $1,000 to Santiago Little League to support a baseball tournament, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 25G -1 Donation Agreement with Santiago Little League to Support a Baseball Tournament March 15, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2015 -16 General Non - Departmental account no. 01105015- 62300. The $1,000 will be spent from Councilmember Roman Reyna's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 25G -2 i F City of Santa Ana 4 Donation Request c!t- C ®r2tactJntornia'tton„ , , � s � , Address: P.0, Box 3357 caty,stato.xip: Santa Ana, CA 927tH srnatr jberrelleda @roadrunner.cvm iS 'arizatiorrtiiFarsnatton, SantiagoLde League City Manager' off* E- M41 10 CMC cemar P14z4 P.O. Boz f988 Santa Ana {CA 92702 of*) W-"VO Phone: 714-340,0635 ra' T"x fXompt Simus: is yew erganisaton a non - profit ar JX01C uwx xnmmpf tuganrz DTA as SeYact One: ��_�y�i definetl under secuon solialr33 Of The internal Revenue CRde'7 t ♦ u Yes No 11 fttR You WO mmMy fora rMdy for CrX,f- retafedC&Vs for your Mquem ty e. Perm* lees Staff tiWO,enal 'Wes ro f0c#iGCS OfIsgRpMOV 100) Costs for vary and fi if Yes, approved. TAX ID 73-169825 City 6eroiges CM41t _... ... _. AmountRequested: S oatsdeeded: i13dtDS115 MaymrlCeianeiimeatrtoer. Reyna Vinod Pymar Amount $10010 Sventoats. 03105116 Event TRAC, Roauected: 3 am Event Location: El Salvador F"ark, 1825 W. Civic Center Dr. Atl6'2ss Qty Stare. L, oescriptton el Event1forposo: Community SeneFt; Santiago Little League baseball season for tracer city kids around community. Parents and retafAnas have all opporaMdiy to watch 1heu dvidan play and have fun Ouf parents learn to support thear:children and tv teaoh thern a6vut spoftnranshlp, tean%vwk, disom ine altd msAect Applicant Signature: V;- ^3 I ,% Maki: City Manager's Office -4141 20 Civic CenerPlaza P;O. Box 7288 Santa Ana, CA 82702 P'+r'r9mrv. �RSU acrtN P. r1Fx - ti Wit try MtG VrSi NC C A w rl dr:�: A Cat a�lyca inlaid- d4n21ADJlf @�U6St�l &3nt8- atlfi.i?dr� €sx. (71 4) 647.6SS4 'prs>"va +'incuml EXHIBIT 1 25G -3 1W, rte+nsen 1111612Crii5 25G -4 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTIAGO LITTLE LEAGUE 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on March 15, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and SANTIAGO LITTLE LEAGUE, a California 501(c)3 NON - PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 21 RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A LITTLE LEAGUE BASEBALL SEASON ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding, 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER ROMAN REYNA, believes .there is a public purpose in supporting the Community Benefit because it will PROVIDE SANTA ANA YOUTH AN OPPORTUNITY TO PARTICIPATE IN BASEBALL AND LEARN ABOUT SPORTSMANSHIP, TEAMWORK, DISCIPLINE, AND RESPECT. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time benefit of ONE THOUSAND DOLLARS ($1,000) for a series of events to begin on Saturday, March S, 2016 and end Saturday, May 28, 2016, because the City has determined that there is a public purpose to be served in supporting the Community Benefit, In executing this Agreement and receiving the fends, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the fiends for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3,2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect unless and until terminated by the City. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or tennination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For pii poses of the City's protection, if the City determines that the funds will be used for a purpose which may cause a sigiuficant risk of CITY OP SANTA ANA DONATION AGREEMENT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided. on forms, in amounts and with provisions acceptable to City. 3.4 No Oversi_nfit by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assinne all risks associated with the Community Benefit, including, but not limited, to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modiflcation, This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. -- Signatures on following page -- EXHIBIT 2 25G -6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 CITY OF SANTA ANA By: David Cavazos City Manager .fittest: By: Maria D. Huizar Clerk of Council Approved as to Form: By: ITAL 06n M. Punk Assistant City Attorney SANTIAGO LITTLE LEAGUE a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title 9• 25G -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AGREEMENT WITH BOBBY NAVA ENTERTAINMENT FOR THE 2016 CINCO DE MAYO EVENT {STRATEGIC PLAN NO. 5, 5C } CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ® As Recommended © As Amended ® Ordinance on 9 t Reading M Ordinance on 2nd Reading Cl Implementing Resolution l71 Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Bobby Nava Advertising and Entertainment Agency for advertising and entertainment services for the Cinco de Mayo event in the amount of $31,500, for a term to end on May 30, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Cinco de Mayo event has been a positive attraction for the downtown businesses and surrounding neighborhoods. This event attracts thousands of Santa Ana residents and visitors from throughout Orange County. The purpose of the event is to celebrate Cinco de Mayo through a safe, family - friendly event that includes: live entertainment, food booths, informational /resource booths, merchandise /service booths; cultural exhibits and carnival rides /games over two days. The 17th Annual Cinco de Mayo Festival will take place on April 30 — May 1, 2016. City staff has been working to bring together all the elements necessary to operate a successful event. As part of managing the event and in an effort to retain A -list talent, city staff is requesting to enter into agreement with Bobby Nava Advertising and Entertainment Agency to retain event performers. The City expects that the inclusion of A -list talent will draw additional people to the City of Santa Ana for the event. Staff reached out to Bobby Nava Entertainment and he was able to secure Kevin Ortiz and Dianna Reyes to perform at the 2016 Cinco de Mayo event. This agreement will increase the amount authorized to this vendor to $75,500 for the 2015 -2016 fiscal year. 25H -1 Agreement with Bobby Nava Entertainment For Services for the Cinco de Mayo Event March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City - controlled open space). FISCAL IMPACT Funds are available in the FY 2015 -2016 Recreation Community Services Contract Services - Professional account (no. 01113230 62300). Gerardo ouet, Executive M Director Parks, Recreation a d Community Services Agency EXHIBIT: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency 25H -2 CONSULTANT AGREEMENT WITH BOBBY NAVA ADVERTISING AND ENTERTAINMENT AGENCY THIS AGREEMENT is made and entered into this 16`b day of March, 2016 by and between Bobby Nava Advertising and Entertainment Agency, a sole proprietorship (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing advertising and entertainment services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. hr undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant iuider 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 sett forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide advertising and entertainment services for the Cinco do Mayo event ( "Event ") to be held in downtown Santa Ana with performers on Satiirday, April 30 and Sunday, May 1, 2016 with the names of the performers (Kevin Ortiz and Diana Reyes) and timeframes for service as set forth in the Consultant's schedule, attached hereto and incorporated herein as Exhibit A. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the servi,Cos provided. Said work product shall be submitted in a hard copy and produced in a form compatible with City's computer system, as agreed between the City's Project Manager and Consultant. In regard to material produced as a deliverable snider the Agreement, including but not limited to books, reports, plans, photographs, drawings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty - free, nonexclusive, irrevocable license throughout the world to disclose, publish, translate, reproduce, and use such materials. Exhibit.? 25H -3 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A, The total sum to be expended under this Agreement shall not exceed Thirty One Thousand Five Hundred Dollars ($31,500,00) during the term of this Agreement, b. City shall pay half of the compensation ($15,750.00) no later than March 30, 2016. The other half ($15,750.00) shall be paid at the conclusion of the Event, only if Consultant has provided both performances listed on Exhibit A. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and tenninate on May 30, 2016, unless terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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 mamuer 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 wittiholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to 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, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained, by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25H -4 c. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance, Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in Rill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. 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 tune and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 7. MDE1V NIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, daxnages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim, collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable fox any or all of therm). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 25H -5 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightfal 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. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.Q. Box 1988 Santa Ana, CA 92702 -1988 Facsimile: 714- 647 -6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M -75) Santa Ana, California 92702 Facsimile: 714-571-4221 25H -6 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O, Box 1988 Santa Ana, California 92702 Facsimile: 714- 647 -6515 To Consultant: Bobby Nava Advertising & Entertaimnent Agency Attn: Bobby Nava 4959 Palo Verde St., Bldg, 203B, Montclair CA 91763 Mailing Address: P.O. Box 828, Pomona, CA 91769 Phone: 909 - 629 -5252/ Facsimile: 909 -534 -4872 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subjects 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 nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shalt 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. 25H -7 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subj cot to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the teen 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 govenunenl al agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25H -8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: to J& M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Gerardo Monet, Executive Director Parks, Recreation & Community Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT: Bobby Nava Advertising & Entertainment Bobby Nava Owner 25H -9 EXHIBIT A BNA Advertising 4959 Palo Verde St. Ste 203 -B Montclair, CA 91763 (909)629 -5252 bobbynava@aol.com BILL TO City of Santa Ana 20 Civic Center Plaza P.O.Box1988 INVOICE 1160' B t Santa Ara, California Lis DUE DATE 0616/2016-, Entartalnment:Booking Bobby Nava Advertising is booking. Kevin Ortiz for the City of Santa Ana, Performance will take place on 4th St. Downtown Santa Ana, CA Date: Saturday April 30, 2016 from 8:00pm•9:00pm 50% Deposit must be made no later than March 30th, 2016. Remaining balance due on the date of Entertainment:Booldng Bobby Nava Advertising is booking Diana Reyes for the City of Santa Ana, Performance will take place on 4th St. Downtown Santa Ana, CA Date:Sunday May 1, 2016 from 7:00pm- 8:DOpm 50% Deposit must be made no later than March 30th, 2015. Remaining balance due on the date of Performance 25H -10 15,000.00 16,500.00 15,000.00 16,500.00 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE, MARCH 15, 2016 TITLE: DONATION AGREEMENT WITH ORANGE COUNTY COMMUNITIES ORGANIZED FOR RESPONSIBLE DEVELOPMENT TO SUPPORT A CITIZENSHIP FAIR {STRATEGIC PLAN NO. 5,4) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ...s IN E7 As Recommended ® As Amended E] Ordinance on 1 ®t Reading ❑ Ordinance on 2 1d Reading Implementing Resolutlon Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Orange County Communities Organized for Responsible Development for a one -time donation in the amount of $1,500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042 establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Mayor Pro Tem Vincent Sarmiento recommends to appropriate $1,500 to Orange County Communities Organized for Responsible Development (OCCORD) to support a citizenship fair, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. 251 -1 Donation Agreement with Orange County Communities Organized for Responsible Development March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2015 -16 General Non - Departmental account (01105015 - 62300). The $1,500 will be spent from Mayor Pro Tern Vincent Sarmiento's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 251 -2 a t✓ /t ®f $fit A(�r� City Manager's Office —M-39 City A 20 Civic Center Plaza Donation Request P.O. sox 1900 Santa Ana, CA 92702 (714) 647.5200 Name: ddress: ---- (C ity, State,. Zip.... mall: Luis D. Vega 13252 Garden Grove Boulevard, Suite 204 Garden Grove, CA 92843 Ivega @occord.org Citizenship Program Coordinator (714) 621 -0919, ext. 14 Name: Orange County Communities Organized for Responsible Development (OCCORD) Tax- Exempt Status: Is your organization a nan- profile or pubiiclax- exempt organlzatlon as II�S elect One: Iiefined under Section 501(c)(3) of the Internal Revenue Code? Yes ❑ No If NO, You will only - ----_--------------- y y quality for a credit far City-related costs for year request (i.e, permit fees, i Y, staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if f � 4 3 "'2 (� (� V �J 2 8 � 7 approved, credit may or may not cover full cost of requested City services. ax! IS id: (City Services Credit Amount Requested: " Date Needed: 64/69/16 (Mayor /Counciimember: Sarmiento Direct Payment Amount (Requested: a (� — Fs, 500 (Event Date: 64/69/16 (Event Time: 9;00 AM Event Location: Address, city, stare, zip Southwest Senior Center, 2201 W McFadden Avenue, Santa Ana, CA 92704 __ Description of _..._. In partnership with OCCORD the Orange County Labor Federation, the Public Law Center NALEO and Active Learning, and the City of Santa Ana will be hosting a tree citizenship fair to provide one-on-one assistance, including citizenship application Event I Purpose: assistance (N-400), legal advice on the naturalization process citizenship courses and educational materials, photos for the citizenship application, and additional Information shout OACA and DAPA. Community Benefit. ..._.__ - This event will serve as an opportunity to educate Santa Ana residents on necessary steps to apply for citizenship. Additionally, this event will bring stakeholders together to provide direct assistance and resources to assist residents with the citizenship application process. Apj,p.i4 tSlgnature:, I ^ 4`CDate .' 103>�t81' 6 , � U!s U. 1 jt .' #teftrrnrritnptetitpr tla� �.�, . a 'r Mail: City Manager's Office —M -31 20 Civic Center Plaza P.O. Box 1900 Santa Ana, CA 92702 Donation Request #: DR- I'dahra'+co T u ,droll cal: +ten UW7;': Email: donationrequest @ santa- ana.org Fax: (714) 647-6954 Council Meeting Date: Eligibility Met: YES I NO ! Approved Amount: City Manager Signature: Date: Revised 11/1612015 EXHIBIT 1 251 -4 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY COMMUNITIES ORGANIZED FOR RESPONSIBLE DEVELOPMENT 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on March 15, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and ORANGE COUNTY COMMUNITIES FOR RESPONSIBLE DEVELOPMENT, a California 501(c)3 NON- PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with finding to assist Recipient in HOSTING A CITIZENSHIP RESOURCE FAIR ("Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purse, The City, by recoinmendation of MAYOR PRO TEM VINCENT SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it will PROVIDE AN OPPORTUNITY TO EDUCATE AND ASSIST RESIDENTS ON THE CITIZENSHIP APPLICATION PROCESS. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit, 3, TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time payment of ONE THOUSAND, FIVE HUNDRED DOLLARS ($1,500) for an event to be held on Saturday, April 9, 2016, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terns and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect unless and witil terminated by the City. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 1wniirlir7 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 4 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversiglrt by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willf l misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall 'pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indenmify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or tennination of this Agreement. 3.6 Entire Contract/Modification, This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the FRP ; ,- CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 4 individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA DONATION AGREEMENT Page 4 of 4 CITY OF SANTA ANA By: City Manager Attest: By: Signature Name Title Approved as to Form: �t By: V"°1 _ 'At,. -f TO ^ M. ,Agi City Attorney ORANGE COUNTY COMMUNITIES ORGANIZED FOR RESPONSIBLE DEVELOPMENT a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title 1266& REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: AGREEMENT WITH COUNTY OF ORANGE FOR ADDITIONAL ARMORY EMERGENCY SHELTER SERVICES {STRATEGIC PLAN NO. 5,6) {SURPLUS ALLOCATION FUNDING} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with the County of Orange to provide additional funds in the amount of $99,750 to support twenty -one additional days of shelter services for the homeless at the Santa Ana National Guard Armory Emergency Shelter, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The County of Orange, United Way, and the cities of Santa Ana, Anaheim, Garden Grove, and Tustin all contributed a total of $1,789,073 to operate the armory emergency shelters in the county during Fiscal Year 2015 -16. This funding is anticipated to be fully expended by March 25, 2016 for the Santa Ana National Guard Armory Emergency Shelter location. Additional funds are needed to keep the armory emergency shelters open until the last eligible day of April 15, 2016. The amount of funding required from the City of Santa Ana to keep the Santa Ana National Guard Armory Emergency Shelter open until April 15 is $99,750, equal to $4,750 per day for twenty -one days from March 26 to April 15. The City of Anaheim will be contributing an equal amount to fund the continued operation of the Fullerton National Guard Armory Emergency Shelter. With El Nino weather conditions expected to continue into April and in order to extend the number of days that the shelter may remain open, staff recommends approval of an agreement with the County of Orange to provide the necessary funding utilizing surplus budget funds set - aside to address homelessness. 25J -1 Agreement for Additional Armory Emergency Shelter Services March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement and Sustainability, Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT Funds in the amount of $99,750 for this agreement is available in the Non - Departmental Council Special Projects Fund, Contractual Services account no. (05005018- 62300) for expenditure in FY 2015 -16. Ke y IJ Executive irector Community Development Agency Exhibit: 1. County of Orange Agreement APPROVED AS TO FUNDS AND ACCOUNTS: INC Francisco Gutierrez Executive Director Finance and Management Services Agency 25J -2 ARMORY EMERGENCY SHELTER EXTENSION FUNDING AGREEMENT THIS AGREEMENT is made and entered into this day of , 2016, by and between the County of Orange, a political subdivision of the State of California (hereinafter "County "), 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. WHEREAS, the County of Orange Armory Emergency Shelter Program is a collaborative effort between the County of Orange, the State of California National Guard, the participating cities of Fullerton, Santa Ana and Anaheim, Mercy Housing Living Centers, Inc, and other non - profit service providers to provide emergency shelter, food and supportive services to the homeless throughout Orange County; and B. WHEREAS, the County of Orange OC Community Services contracts with Mercy House Living Centers, Inc. (its "Subcontractor ") to operate the shelters and provide services at the Santa Ana and Fullerton National Guard Armories and alternate site locations generally from December through April of each year, and C. WHEREAS, the Santa Ana National Guard Armory Emergency Shelter Program serves the shelter needs of homeless individuals in Santa Ana; and D. WHEREAS, the Santa Ana National Guard Armory site provides up to 200 beds per night, a nutritious meal at dinner and breakfast, a warm shower, donations of warm clothing and other basic needs items, referrals to Mercy House Living Centers, Inc., wrap - around supportive services, and on -site Orange County Servlce Providers; and E. WHEREAS, the total funding for the Santa Ana National Guard Armory Emergency Shelter and Fullerton National Guard Armory Emergency Shelter will be fully expended by March 25, 2016; and F. WHEREAS, the City wishes to provide funding to support approximately twenty -one (21) additional days of shelter from March 26, 2016, through April 15, 2016, at the Santa Ana Armory, or at alternate shelter sites during those days when the Santa Ana National Guard Armory is unavailable. 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 WORK The City will provide to the County an amount of $99,750 to support approximately twenty -one (21) additional days of shelter at the Santa Ana National Guard Armory, or at such alternate sites as may be available during those days when the Santa Ana National Guard Armory is unavailable. In exchange for the foregoing, the County will meet the obligations set forth in Section 5. 2. FUNDING a. It is understood and agreed between the parties to this Agreement that the funding for the County's obligations set forth in Section 5 shall not exceed Ninety -Nine Thousand, Seven- Hundred and Fifty Dollars ($99,750.00) during the term of this Agreement. b. Payment shall be made by the City to the County as a lump sum within thirty (30) days of the execution of this Agreement. County shall remit to the City a report documenting 1 1 the days of shelter service and their locations provided by the $99,750 within 90 days after the end of the term as set forth in Section 3 of this Agreement. If for any reason the shelter is not open for the required number of days, the County shall return to the City the amount of the funding in proportion to the number of days the shelter was not open. C. All funding provided by the City shall be expended by the County solely for the purposes set forth in this Agreement. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2016, unless terminated earlier in accordance with the termination provisions below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR The performance of each party's obligations hereunder shall be in the capacity of an independent contractor and not as an officer, agent, or employee of the other party. In consideration for the funding paid to the County by the City, the County agrees that the City shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and the County agrees that it shall not sue or file a claim, petition, or application therefor against the City or any of its officers, employees, agents, representatives or sureties. S. COUNTY'S RESPONSIBILITIES The County, through its Subcontractor, shall provide at minimum an additional twenty -one (21) shelter days at the Santa Ana National Guard Armory Emergency Shelter, or at alternate shelter sites during those days when the Santa Ana National Guard Armory Emergency Shelter is unavailable. 6. INSURANCE Each party agrees that the insurance held by the other, whether commercial or self- insurance, is sufficient for the purposes of this Agreement. INDEMNIFICATION County and its Subcontractor agree to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the County or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the County. 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. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will County or its Subcontractor be required to indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable relief caused by negligence of the City. The City agrees to and shall indemnify and hold harmless the County, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, 2 25J -4 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 City or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the City. 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. County may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will City be required to indemnify or hold harmless the County from injury, damages, just compensation, restitution, judicial or equitable relief caused by negligence of the County. 8. RECORDS County and its Subcontractor shall keep records and invoices in connection with the work to be performed under this Agreement. . All such records and invoices shall be clearly identifiable. County and its Subcontractor 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 upon five (5) day written notice, County and its Subcontractor 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 County under this Agreement. 9. CONFLICT OF INTEREST CLAUSE County covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by 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: and Executive Director — CDA City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6549 City Attorney City of Santa Ana 25J -5 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To County: County Program Manager CC Community Services ATTN: Karen Roper 1300 S. Grand, Building B Santa Ana, CA 92705 With a copy to: Office of the County Counsel County of Orange 333 W. Santa Ana Blvd., Suite 407 Santa Ana, CA 92701 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and County, 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 County. 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 County 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. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of County's Subcontractor, County may not assign, transfer, delegate, or subcontract any interest Herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City or County, with or without cause, upon thirty (30) days written notice of termination. In such event, County shall be entitled to receive and the City shall pay County compensation for all services performed by County prior to receipt of such notice of termination, subject to the condition that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 4 25J -6 14. DISCRIMINATION County 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. County affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. 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. No Agency Relationship. Nothing herein will be construed to create an agency relationship between the Parties. C. The rights and obligations set forth herein are intended exclusively for the benefit of the Parties and shall not be construed to convey any rights or remedies to any third party. d. The Recitals to this Agreement are, by this reference, incorporated into this Agreement and made a part hereof. e. The effective date of this Agreement (the "Effective Date ") shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. No Party shall have any obligations under this Agreement (notwithstanding any approval of such Agreement given by the Parties' legislative body) unless and until all parties execute this Agreement in compliance with all applicable law. 5 25J -7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: MARIA D. HUIZAR Clark of the Council APPROVED AS TO FORM: SONIA City Aft By: I Ryan RECOMMENDED FOR APPROVAL: KELLY REENDERS Executive Director — Community Development Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager COUNTY OF ORANGE APPROVED AS TO FORM County Counsel 25J-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: PAYMENT AUTHORIZATION TO EPOWER NETWORK FOR EMERGENCY ELECTRICAL AND POWER EQUIPMENT REPAIRS (STRATEGIC PLAN NO. 6,2) CITY MANAGER 10 PE" M 6 l A,l*1A!�Lem CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading [] Ordinance on 2nd Reading d Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize payment to ePower Network in the amount of $56,733 for the replacement of the City's main electrical switch that services the City Hall data center and continued monitoring for the period November 28, 2015 through February 25, 2016. 2. Authorize a purchase order for ePower Network in the amount of $11,145, for continued repair and maintenance services of the City's data center infrastructure through June 30, 2016. DISCUSSION On the evening of Friday, November 29, 2015, the City Hall data center experienced an electrical power outage. The emergency power system which includes the UPS, main Generator, and Automatic Transfer Switch (ATS) was damaged by a sudden spike or surge of electrical voltage. During this outage, it was determined that the ATS microprocessor board and relay box had been damaged due to a power surge. During the troubleshooting process, the only electrical vendor that responded to our emergency situation was ePower Networks. ePower arrived onsite and made the immediate determination of replacing the aged and damaged equipment. Additionally, ePower arranged for the transportation of additional diesel fuel to allow the continuous operation of the City's emergency generator during the few days after the power outage. The generator was required to sustain all of the City's systems in operational order. Over the last 12 weeks, many parts of the emergency power system were identified as obsolete, damaged, and needed to be replaced. ePower, along with City IT and the building maintenance staff had begun a series of combined, but intensive troubleshooting process for remediation which includes: identification and replacements of aged and damaged parts by ePower, logging and metering to identify known power performance anomalies, and scheduled, coordinated and unified testing of all emergency power systems supporting the City Hall data center. 29A -1 Payment Authorization to ePower Network For Emergency Electrical And Power Equipment Repairs March 15, 2016 Page 2 Failure to make steps towards the repair of the damaged and /or aged electrical components would result in a loss of access to critical computing resources such as Internet access, Email service, access to WI-Fi service, payroll systems, financial applications, public safety applications, file and printing services, and more. As of Thursday, February 25, 2016 all recognizable damaged and aged parts of the system have been replaced and /or repaired. Additionally, preventative maintenance and further testing of the emergency power system was performed and was successful. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $67,878 are available in FY 2015 -16 Information Systems Technology Plan account (no. 10910147 - 66400). APPROVED AS TO FUNDS AND ACCOUNTS: Ja Ciulia Francisco Gutierrez Technolo gy Innovations Officer Executive Director ation Technology Department Finance & Management Services Agency -71M 29A -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: BUDGET SURPLUS ALLOCATION UPDATE (STRATEGIC PLAN NO. 5, 1) CITTiTiAIIAGER RECOMMENDED ACTION Receive and file the Budget Surplus Allocation Update. CLERIC OF COUNCIL USE ONLY: W: 1 is • 01 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1't Reading ❑ Ordinance on 2ha Reading ❑ Implementing Resolution ❑ Set Public Hearing For„_ CONTINUED TO FILE NUMBER On October 20, 2015, the Mayor and City Council adopted the Budget Surplus Allocation Plan and authorized $11.25 million to various projects for one -time improvements /replacements. The attached report provides an itemized listing that includes estimated costs, updates, timelines for completion, and the responsible department. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Exhibit: 1. Budget Surplus Allocation Update 2913-1 BUDGET SURPLUS ALLOCATION UPDATE - EXHIBIT 1 29B -2 g K{ i axi+m :114 4Pio 'n" 5 ,'gi heart flat s (0 [ d 0 If )12r L 2f$ S'( E "m' DPdaro . COm I bell 'Prfewj;ixo}l it A list ofpemittlel Projects wascreated based on stafflnpet. Project Phase $50k): race mendations for Phase l were presented at the February 18H meeting July 2016. Phase2 CDA Nesermaking $100,000 ofthe Arts and Culture Commission. The Commission voted to not On Tack end the Phase l projects to City Council. Staffereworkingtoput S: e epCmber 2016 ept together alternative projects for Phase l fu ruing. Staff will prase nt on this toic se.in ot In. Aril meet ing of the Arts& Culture Cam mission. The Community Development Agency is currently coordinating with the City CMO Branding $200,000 Me records offlce lnthe development of a Request for Propose Is(RFP) for a On Track March 2016 consultant to develop a chywide branding strategy, It Is anticipated that this RFP wlli be released In Mid- Febmary. A list of communications and outreach / communlcatlons related equipment has been developed wghthe Input ofall departments. Purchasing [snow CMD Communications $190,000 purchasing Items. Survey and review ofpublic relations /communications On Track May 2016 RFPs from other public agencies underway. RFP antldpated to be release by and of March. The following projects have been Identified and are In progress: Civic Center Stree1211ome Program - provides $100,000 in funding to reduce homelessness in our Civic Center by 25 individuals. Programea collective Impact approach In partnership with Mercy House, Illumination Foundation and the Orange County Health Care Agency, which leverages four existing program areas and provides funding for additional resources, such as security deposits, case management, a peer network, apartment furnishings, transportation and meal casts, and bridge housing. City Net Homeless Collaborative - provides $90,000 in City funds towards CMO Homeless $400,000 City Net's $180,000 proposal to establish a multi sector collaborative to On Track 91 address homelessness In the Civic Center and other highly Impacted areas In the City of Santa Ana. City Net presented proposal before the Public Safety Committee and staff Is negotiating a partnership with the County of Orange to provide the other half of the funding for the Homeless Collaborative. Santa Ana Armory Shelter Extension - provides $99,750 In funding to maintain the emergency overnight shelter program open for an additional 21 data (3/26 to 4/15). Pend Ing City Council approval at March 15th Council meeting Fund has been established and reflected In FY 14 -15 CAFR Notes /Flnandal FMSA Pension Stability Fund $500,000 Statements; currently working with an agency Co establish an Irrevocable On Track 6/30/2016 trust to deposltthe City's funds for stabilizing unfunded pension liabilities. Police Department fell: Facility Building Maintenance staff is currently evaluatingthe melties needs with FMSA $150,000 PD;dedsime on facility renovations will be made In June 2016 with On Track 12/31/2016 Renovations antldpated RFCA In August 2016. These funds were originally allocated to FMSA to conduct HVAC repairs at SARTC Deferred Maln[enance - HVAC SARTCemem SARTC but given discusslons to reallocate the funds for other priority PWA $650,000 projects at SARTC, the HVAC work has been rescheduled PWA is Rescheduled TBD prospect, an RFCA to City Countll on March 15, 2016, to allow for the $ 650,000 to be reallocated to other priority projects, HVAC replacement will be rescheduled, pending additional fu nding. Jerome Center Etna &Southwest Build ing Maintena nce is In the process of completing the Design Phase for FMSA Senior Center- Facility Renovations $50,000 the gymnasium sound Pa nels a red soliciting quotes for interior painting,; On Track 6/30/2016 RFCA if applicable will be developed by June 2016. IT Planning& Building Permitting $300,000 Evaluating necessary software/ application options with the Planning and On Track 6/30/2017 Application Building Agency. Network, Data Centers and Identifying equipment to replace, Communication upgradesfo Include IT Servers Beftwore, Communications $1,065,000 Caller ID, standard messaging system and video conferepdng. RFP pending On Track 6/30/2016 Upgrade for must i services. In preparation for purchases: Developing Mobility Guidelines, policies and IT Equipment Upgrades- forms. Developed Inventory mobility Inventory me nagement redeem. In IT Computers /laptops, mobile $273,600 process ofstandardleng PC hardware to develop spedflcations .Identifying On Track 4/29/2016 equipment and specifications of scanners. Developing requirements and technology, Phones criteria for PC Service Desk platform tool for improved support and management of all IT equipment assets, Finance met with software vendors In February 2016 will re- evaluate the FMSA Financial Budgeting Application $400,000 Department's needs and Is connect with vendors In August(post - Budget On Track 10131/2017 completion), Corbin Center Improvements- Building Ma intenance has obtained commodes and is in the process of FMSA Renovation &Faclllty $50,000 obtaining quotes for interior painting; RFCA will be developed by l u ne 2016 On Track 8/31/2016 Improvements Improvements Corporate yard: Roof Restoration Pore Roof Restoration 1s 90% complete for the PWA admin build Ing; Finance, FMSA Facility Renovations $650,000 Stores building roof restoration commenced in comho -, 2016; Facility On Track 9/30/2016 renovations for the Finance Corporate yard will begin July 2016 Chiller Replacement- Cal State Project Specifications have been completed and concurrence has been FMSA $450,000 received from Cal State Fullerton in implementing the pia a in replacing the On Track 7/31/2016 Fullerton End St. Promenade equipment; RFCA t0 award project will be completed by May 2016. 29B -2 r•- s • "rj`'a } -t 2P '�'� $ d t Ks*5 U f e�i 6 t sOa Tad m E e rote dy' w profen C6'it ) q "f t # <fP e ; Res hnd e ComPle t a 3 w on City Hall Faculty and Safety Eulltling Malntena nce is currently in the Deslgn Phase and In the process o4 FMSA $155,000 developing Project Specifications with PRCSA; RFCA will be developed by On Track 9/1/2016 Renovations June 2016 FMSA El Salvador Center- Upgrade Exterior $15,000 Purchase orderwas louvers contractorin February2016; constructionwill On Track 6/15/2016 Hl Security Enclosures commence in April 2016. Fleet Replacement - Police, Public RFCA IS Scheduled to be on the 3/15/16 CCM for the purchase tui FMSA Works, Finance, Planning and Building, $1,300,000 motorcycles forthe PD; 2 CSI vans for Police were previously purchased in On Track 6/30/2016 Parks it Recreatlan- 44Vehldee October 2015; the equipment will be placed into service by June 30. Building Maintenance is currently developing Specifications forthe Bid FMSA Newhope Libran,l AC Pmject $40,000 Process; job walk is served led to competed In March 2016; RFCA If On Track 9/15/2016 applicable will be completed In June 2016. Outreach on the update to the City's General Plan is currently underway. To date ,a total of five community meetings have been held with different interest groups. Over 200 people attended these Staff Is currently finalizing PEA General Plan $1,000,000 the work schedule forthe General Plan update, including future Planning On Track Winter 2017/2016 Commisslon and Clty (Samull meetings. Staff is also ldentlfying key consultants that will prepare the special studies for the update. Fleally,the hiring of staff to assist in the In -house preparation of the update is under way. Staff Is developing a work Program for the expansion of the Metro East Mixed Use Overlay Zone to encompass First Street Staff has beged PBA Expansion Metro East Ex $100,000 ldentlfying the resources (Internal and external) needed to amend the On Track lu Jul-17 Metro East Plan and to prepare the appropriate environmental document forthe project A study session Is planned to be held by the Pro ne Ing Commission in the First Quarts r of 2016. In January 2015, the Police Department esta bushed an exploratory committee to research Implementation of a body worn camera program. The committee consists of representatives from l wastlgatlons ,Professional Standards, IT, Training, CSI, Traffic, Patrol, Directed Patrol, and other units. The City Con acil identified funding in the budget surplus allocation to help PD Body Cameras $350,000 fund the body-worn camera program, Staff is currently developing a On Track SL/1/IDI6 request far propose is (RFP) and plans on Issuing the RFP In March. After proposals are recelved, they will be ova lusted by an evaluation committee and an agreement will be presented to the City Council for consideration. Staffte fining and Implementation are anticipated to be completed in roar 2016. PRCSA CIVIC Center UFA - Renovations $419,000 Transfer of funds cam pleled on N ovember 17, 2015. PWA IS Working on Completed 11/17/2015 the projects. Requisitions have been submitted to purchasingto acquire and Install PRCSA Santlago Playground Equipment $230,000 equipment. There are different suppliers used forthe procurement of On Track 9/1/2016 different equipment. This project sscheduled for Real Year 2016 -17. PRSCA Staff met with PWA PRCSA Angel Stomps. Renovations $50,000 design staffto Identify critical Items to be updated. PWA Is puttlagtogether On Track Jun -17 speclfoulturs for the Idea load Items to be recovered, Notice to Proceed for Consultant has been issued; CDs Currently underway. Design to be PWA Security Lighting at Various Parks $540,000 Design money allocated He r %2015 /16; construction money allocated for On Track completed by FY2016 /17. 06/30/2016 Flnalking RFP and should advertise by mid- March. Due to concerns from the public relating to safety health issues with synthetic turf, staff needed PWA OYSC Field N2 Synthetic Turf $640,000 more time to research and study the concerns. Since the project is Rescheduled Sea 16 replacing existing synthetic turf and not new synthetic turf project, staff is moving forward with the replacement. Santiago Bike Trail Resurfacing Project set up by PRCSA, Project Manager has been assigned by PWA and is Santiago Bike Tre 11 PWA Project/Boma Komi Sidewalk /Walkway$220,000 mrmntlY reviewing the scope of work PWA/Des[, staff met with Parks On Tract 7/31/2016; fo mo Staffto discuss project der ails. Arevised engineering tort estimate is being Kurt l Fiscal Year Renovation Prepared. The Project exhibits are (50%) complete. 17/18 Project set up by PRCSA. Project Manager has been assigned by PWA and is Design to be completed by Fall PWA Riverview /Windsor /Cabrillo $312,400 currently reviewingthe scope ofwork. PWA met with Parks Staff on scope On Track 2016and Improvements and estimate assumptions were made for budgeting by Pe rks. Design Staff Constructed by to field check and complete the preliminary design estimates to confirm. Spring 2017, Staff is preparing an RFP seeking the professional services of consultant to develop an Asset Management needs assessment and implementation plan. The RFP is scheduled to be issued before the end ofthis month. PWA Asset Management $300,000 Agreement award is expected by February or March of 2016. RFP was On Track September 2016 released on January 28th and closes February 11th, Expected award date is March 22, 2016. r•- % y� .,. evt7t ��.3��s�,ki+r'- y x DIe pt eAV I; ' M ����.a,", -. 5.'42`'�,"}�'Gk^.. Rlajett COYt+f ,t`� e.{ ! , t E£ ... i� x "`"' P +Oyf tt {boy' rest Update _ors (• Si Op rack^ `F J dieted g t t g Qet�e,: An RFP seeking the professional services of a consultant to develop a ... emprehenslve GIS ds assessment and detailed Implementation plan was Issued on November 19, 2015. Proposals are due on Decemher ll, PWA GIS System Development $125,000 2015. Agreement award sexpected In February or March of2016. 9n Track Aug 16 Interviews were held on January 20, 2015 for the top 3 proposers and the winning proposer was selected Award date has been moved to April 5, 2016 to explore possible cast savings with the Asset Management project. PWA Calle Cuatro Street Signs and Plaza $25,000 Ins[ a Nation of Plaza Celle CUatro sign completed on December 12, 2015. Gn Track Summer 201fi Calla CUatro Slgnege Design of Calls Cuatro Street Signs is presented to SABC and BHC for input. REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 18, 2016 TiTLE: CONDITIONAL USE PERMIT NO. 2016-01 TO ALLOW A TYPE 41 ALCOHOLIC BEVERAGE CONTROL LICENSE AT YOI SUSHI LOCATED AT 1236 WEST CIVIC CENTER DRIVE, UNIT C — ALEX WOO, APPLICANT (ST AT1EGiC PLAN NO. 3, 2) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: VJ_W _E Cl As Recommended ❑ As Amended ❑ Ordinance on 131 Reading ❑ Ordinance on 2no Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No, 2016 -01. At its regular meeting on February 22, 2016, by a vote of 6:0 (Gartner absent) the Planning Commission adopted a resolution approving Conditional Use Permit No. 2016 -01 which approved a Type 41 Alcoholic Beverage Control license in order to sell beer and wine for on- premise consumption at Yol Sushi restaurant located at 1236 West Civic Center Drive, Unit C in the Planned Shopping Center (C4) zoning district. The Planning Commission added a condition of approval requiring the applicant to obtain permits for signage prior to issuance of the CUP. (Exhibit A). DISCUSSION Yol Sushi restaurant is requesting approval of a Type 41 ABC license to allow the on- premises sale of beer and wine as part of the eating establishment's operations, The restaurant will be maintained as a full- service, sit -down eating establishment. The dining area will contain approximately 36 seats and will have all the necessary equipment to be considered for a Type 41 ABC license. The restaurant also offers an outdoor dining area for 6 patrons; however, alcohol will only be served to indoor patrons. The on- premises sale of alcoholic beverages to customers is Intended to provide a service ancillary to the primary restaurant use, The hours of operation for the restaurant are currently 10:30 a.m, to 9:00 p,m. daily, Full -sized site plans are available for public viewing In the Clerk of the Council (office, 31A-1 CUP No. 2016 -01 — Yol Sushi Restaurant AEC at 9236 West Civic Center Drive, Unit C March 155, 201E Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /Job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. 1O:rb loTlannin3 Cammisslon1933e W Qvio CentedCUP241e -1 Y01 Sushi Civlo Center Type 41 ABC= Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST FOR Planning Commission Actie-y PLANNING COMMISSION MEETING DATE: FEBRUARY 22, 2016 TITLE: PUBLIC HEARING — FILED BY ALEX WOO FOR CONDITIONAL USE PERMIT NO. 2016-01 TO ALLOW A TYPE 41 ALCOHOLIC BEVERAGE CONTROL LICENSE AT YO! SUSHI LOCATED AT 1236 WEST CIVIC CENTER DRIVE, UNIT C (STRATEGIC PLAN NO. 3,2) PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Adopt a resolution approving Conditional Use Permit No. 2016 -41. Request of Applicant Planning Manager Alex Woo, representing Yo! Sushi, is requesting approval of a conditional use permit (CUP) for a Type 41 Alcoholic Beverage Control (ABC) license to allow the on- premise sale and consumption of beer and wine at the Yo! Sushi restaurant located at 1236 West Civic Center Drive, Unit C. Proiect Location and Site Description The applicant is currently operating a full service, sit -down restaurant within an existing commercial strip center, which is located at the intersection of Civic Center Drive and Louise Street. The Yo! Sushi restaurant occupies 1,157 square feet of an existing 4,095 - square foot commercial building that contains commercial and restaurant uses. A total of 17 parking spaces are provided within an existing surface lot. Land uses surrounding the site include commercial and single family uses to the north, commercial uses to the west and south, and both office and multi - family uses to the east (Exhibits 1, 2 and 3). The General Plan land use designation for the site is General Commercial (GC). General Commercial land use districts provide highly visible and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services, such as this restaurant. The project site is consistent with this General Plan land use designation. The site is located within the Planned Shopping Center (C -4) zoning district. The C -4 zoning district allows for retail, service and restaurant uses, making the proposed use consistent with the zoning designation. 31A-3 Conditional Use Permit No. 2016 -01 February 22, 2016 Page 2 Project Descriution The applicant is requesting approval of a Type 41 Alcoholic Beverage Control (ABC) license to allow the on- premise sale and consumption of beer and wine to patrons at the restaurant. Currently, the applicant is operating without an ABC license and has done so since the tenant space was opened as an eating establishment in 1988. The restaurant is a full service, sit -down eating establishment that operates from 10:30 a.m. to 9:00 p.m. daily. The restaurant has approximately 36 seats within its dining room and approximately six outdoor seats; however, at this time, alcohol will only be served indoor patrons, The on- premise sale of alcoholic beverages to customers will provide a service ancillary to the primary restaurant use. Overall alcohol storage and display areas will consist of approximately 16 square feet, which is less than one percent of the floor area and is consistent with the SAMC requirement of maintaining five percent or less of the gross floor area of the restaurant for alcohol storage and display (Exhibits 4 and 5). Project Background The commercial strip center was developed in 1987 with the construction of a 4,095 - square foot retail building. The commercial building has been occupied by different commercial uses such as a shoe store, record store, and different ethnic restaurants. Yo! Sushi Restaurant has operated from this location since 2015, with previous tenants using the space as an eating establishment since 1988. The proposed Type 41 ABC license will serve as an ancillary use and will allow the existing business to compete with the nearby businesses that provide similar services and operations. Project Analysis Conditional use permit requests are governed by Section 41 -638 of the SAMC; requires a CUP for establishments selling alcohol for on -site or off -site consumption. Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report, in analyzing these conditional use permit requests, staff believes that the following findings of fact warrant approval of the CUP. The on- premise sale of alcoholic beverages to customers is intended to provide a service ancillary to the primary restaurant use. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. The granting of the CUP will allow the restaurant to compete with other restaurants that also offer a selection of alcoholic beverages, allowing Yol Sushi, a local small business, to remain economically viable and contribute to the overall success of the small businesses in the City of Santa Ana. Moreover, food and alcohol service will occur at the periphery of the premises near Civic Center Drive, helping to reduce potential impacts to the surrounding neighborhood. 31A-4 Conditional Use Permit No. 2016 -01 February 22, 2016 Page 3 Finally, the proposed license will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. These include policies supporting: the provision of a diverse range of goods and services, creating a safe and attractive business environment, and encouraging development that is compatible with nearby land uses. Operational standards for ABC licenses in the SAMC will mitigate potential impacts from the Type 41 ABC license (Exhibit 6). Police Department Analysis The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages and after -hours operation in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For on -sale licenses the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines 'reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. The project at 1236 West Civic Center Drive, Unit C is located in Reporting District No. 145. This reporting district is above the 20 percent threshold established by the State for high crime, The Police Department contends that the operational standards applicable to an on -sale ABC license will mitigate any potential negative impacts to the surrounding community. Public Notification The project is located within the boundaries of the Flower Park Neighborhood Association and is neighboring the Washington Square Neighborhood Association. Staff contacted both Neighborhood Associations, who had no comments regarding the proposed CUP. The project site was also posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. No comments have been received as of the date of printing of this report. 31A-5 Conditional Use Permit No. 2016 -01 February 22, 2016 Page 4 CEQA Comoliance In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer and wine at a full - service restaurant within an existing structure, No expansion of square footage or interior reconfigurations of square footages are proposed as park of the project. Categorical Exemption Environmental Review No, 2016 -1 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No, 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2016 -01. IQ :jm Io1Planning Comm issioM1239 W CIvIc C'enter=P2016.1 Yo! Sushi Civic Center Type 41 ABC.pc Attachments: Exhibit 1— Vicinity Map Exhibit 2 -- Location Map Exhibit 3 —Site Photo Exhibit 4 — Site Plan Exhibit 6 T Floor Plan Exhibit 6— Operational Standards for On -Sale Establishments 31A-6 CUP 2016 -1 -RST YO! SUSHI TYPE 41 ABC 1236 WEST CIVIC CENTER DRIVE, UNIT C - ��4500 FEET I^ =taoorm i P LA N N I N G A N D B U -I L D I N G A G E N- C Y EXHIBIT 1 VICINITY MAP 31A-7 CUP 2016 -1 -RST YCI SUSHI TYPE 41 ABC . 1236 WEST CIVIC CENTER DRIVE, UNIT C P L A N N I N -G A _N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-8 w I— F- w Y w w cc J J W W Q — w p' o SINGLE FAMILY Ln W J 7 w Ln a w U O J HI CIVIC CENTER DRIVE OMMERCIAL PROFESSIONAL PRO: k W O u Q W > = W �co COMMERCIAL w g w U 7th STREET J W J w Q Y < u w a MULTI - FAMILY m o HN u RESIDENCE a u CUP 2016 -1 -RST YCI SUSHI TYPE 41 ABC . 1236 WEST CIVIC CENTER DRIVE, UNIT C P L A N N I N -G A _N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-8 CUP 2016 -1 YO! SUSHI TYPE 41ABC 1236 WEST CIVIC CENTER, UNITC EXHIBIT 3 31A-9 W t� d W z W 31A -10 IN a W� 09 Os ca O W ffi cn t� r- +r 5 30, Rha N 0 1 0 L TOTAL SEATS: 36 0000 'ITCHE k 1� ---7 �,,,�Y� 5 , 0 1 17�2 0 0 0 0000 DININQ AREA 0 0 0 0 0 0 0 110-lHo 01 K-) 0 RESTROOM RESTROON 0 L 0 0 EXHIBIT 5 31A-1 1 Sec. 41 -196. Establishments selling alcoholic beverages. Operational standards for on -sale establishments. The following operational standards shall be included as informational conditions in the conditions of approval for the conditional use permit required pursuant to Section 41 -196 The premises shall at all times be maintained as a bona -fide eating establishment as defined in Section 23038 of the California Business and Professions code and shall provide a menu containing an assortment of foods normally offered. The premises must have suitable kitchen facilities and supply an assortment of foods commonly ordered at various hours of the day. Full and complete meals must be served whenever the privileges of the on -sale license are being exercised. 2. There shall be no fixed bar or lounge area upon the premises maintained for the sole purpose of sales, service or consumption of alcoholic beverages directly to patrons. A fixed bar or lounge may be permitted if patrons may order food being offered to the general patrons of the eating establishment, 3. The sales, service, and consumption of alcoholic beverages shall be permitted only between the hours of 8:00 a.m, and 12:00 a,m. unless otherwise amended by the granting of a conditional use permit for after -hours operations pursuant to Santa Ana Municipal Code Chapter 41. 4. It shall be the applicant's responsibility to ensure that no alcoholic beverages are consumed on any property adjacent to the licensed premises under the control of the applicant, with the exception of any enclosed patio areas. 5. The applicant or an employee of the licensee must be present to monitor all areas of the establishment, including outdoor patios, during all times that alcoholic beverages are being served or consumed. 6. All employees serving alcoholic beverages must complete Responsible Beverage Service Training, or an equivalent approved by the State Department of Alcoholic Beverage Control, prior to being able to serve alcoholic beverages to patrons. Evidence of the completion of such training must be maintained on the premises and available for inspection upon request by the City. During those times when patrons are restricted to 21 years of age or older, the applicant shall at all times utilize an age verification means or device for all purchases of alcoholic beverages. Such verification of age is not intended to discriminate against patrons based on race; ethnicity or legal status, but only to comply with state law restricting the sale of alcohol to those 21 and older. 8. Queuing lines shall be managed in an orderly manner and all disruptive and /or intoxicated patrons shall be denied entry. The business owner, or his designee, shall be responsible for monitoring the queuing lines at all times. EXHIBIT 6 1 of 4 31A -12 9. The outdoor queuing line shall not block public walkways or obstruct the entry or exit doors of adjacent businesses. Stanchions or barriers must be used to maintain order at all times the queue exceeds 25 patrons. All stanchions or barriers located on public property must be approved by the Public Works Agency, 10. Employees and contract security personnel shall not consume any alcoholic beverages during their work shift, except for product sampling for purposes of employee education about new products. Under no circumstances may contract security personnel consume alcoholic beverages during their work shift. 11. There shall be no exterior advertising of any kind or type, including window signs or other signs visible from outside, that promote or indicate the availability of alcoholic beverages on the premises. Interior displays of alcoholic beverages or signs, which are clearly visible to the exterior, shall constitute a violation of this condition. Permissible window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. Floor displays shall not exceed three feet in height. 12, There shall be no promotions encouraging intoxication or drinking contests or advertisements indicating "buy one drink; get one free ", "two for the price of one ", or "all you can drink for.." or similar language. 11 Any pool tables, amusement machines or video games maintained on the premises at any time must be reviewed and approved in a security plan submitted to the Chief of Police. 14. Live Entertainment, including but not limited to, amplified music, karaoke, performers and dancing, shall be subject to the issuance of an entertainment permit pursuant to Santa Ana Municipal Code ( "SAMC ") Chapter 11 — Entertainment, and shall comply with all of the standards contained therein. Notwithstanding this requirement, music /noise shall not be audible beyond 20 feet from the exterior of the premises in any direction. 15. Neither the applicant, nor any person or entity operating the premises with the permission of the applicant, shall violate the City's adult entertainment ordinance contained in SAMG Section 12 -1 and 12 -2. 16. The premises shall not be operated as an adult entertainment business as such term is defined in SAMG Section 41- 1701.6. 17. The applicant(s) shall be responsible for maintaining free of litter the area adjacent to the premises under the control of the licensee. I& There shall be no public telephones located on the exterior of the premises. All Interior pay phones must be designed to allow outgoing calls only. 2of4 31A -13 19. Any graffiti painted or marked upon the premises or on any adjacent area under the control of the "licensee(s) shall be removed or painted within 24 hours of being applied. 20. Existing bona fide eating establishment and required parking must conform to the provisions of Chapter 8, Article 11, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. Prior to issuance of Letter of Approval to the Alcohol Beverage Control Board, this condition must be complied with. 21. A timed - access cash controller or drop safe must be installed. 22. Install a silent armed robbery alarm. 23. The owner or manager of the licensed premises shall maintain on the premises a written security policy and procedures manual that has been approved by the Police Department, addressing at a minimum the following items: a. Procedures for handling obviously intoxicated persons. b. The method for establishing a reasonable ratio of employees to patrons, based upon activity level, in order to ensure adequate staffing levels to monitor beverage sales and patron behavior. c. Procedures for handling patrons involved in fighting, arguing or loitering about the building, and /or in the immediate adjacent area that is owned, leased, rented or used under agreement by the Licensee(s). d. Procedures for verifying the age of patrons for purposes of alcohol sales. e, Procedures for ensuring that servers monitor patrons to ensure that their drinking limit/potential intoxication is not exceeded. This procedure should include a description of the procedure the server would use to warn, or refuse to serve, the patron. Procedures for calling the police regarding observed or reported criminal activity. g. Procedures for management of queuing lines. The location and description of any video games proposed to be on the premises. 3of4 31A -14 24. The operator shall be responsible for submitting a detailed outdoor fencing and dining plan where outdoor dining is proposed as part of the business operation, If the proposed dining area or fencing is in the public right of way; the applicant must obtain all required permits and approvals from the Public Works Agency, 25. Combined alcohol storage and display areas shall not exceed five percent (5 %) of the gross floor area of the licensed establishment. 4of4 31A-15 LS 2.4.16 RESOLUTION NO, 2016 -XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO, 2016 -01 TO ALLOW A TYPE 41 ALCOHOLIC BEVERAGE CONTROL LICENSE AT YOI SUSHI RESTAURANT LOCATED AT 1236 WEST CIVIC CENTER DRIVE, UNIT C BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2016 -01 to allow a Type 41 Alcoholic Beverage Control (ABC) license for the property located at 1236 West Civic Center Drive, Unit C. B. Santa Ana Municipal Code Section 41 -196 requires a conditional use permit for the sale of alcoholic beverages for on -site consumption of beer and wine service that is ancillary to the primary restaurant use. C. On February 22, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -01 D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -638, have been established for Conditional Use Permit No. 2016 -01 to allow for a Type 41 ABC license: 1. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or the community? The proposed Type 41 ABC license will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase a variety of alcoholic beverages with their food. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. Standards are applicable to the alcoholic beverage control license which will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community. ReSOILEtion No. 2016 -xx Page 1 of 4 31A -16 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed Type 41 ABC license for the on -sale consumption of beer and wine at this location will not be detrimental to persons residing or working in the vicinity because operational standards to the alcoholic beverage control license will mitigate any potential negative or adverse impacts created by the use. This is a restaurant use and the addition of alcohol will be ancillary to the main use. The sale of alcohol in the restaurant is intended to be incidental to the primary use as an eating establishment. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants in the general vicinity and citywide that also offers a full selection of alcoholic beverages for sale to their guests and other visitors. Moreover, the offering of alcoholic beverages will allow Yol Sushi, a small business, to remain economically viable and contribute to the overall success of the commercial area. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The proposed project will be in compliance with all applicable regulations and conditions imposed on a restaurant selling beer and wine pursuant to Chapter 41 of the Santa Ana Municipal Code. The facility will be maintained as a full- service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods commonly ordered at various hours of the day. Additionally, the restaurant will utilize less than one percent of the gross floor area for the display and storage of alcoholic beverages, which is below the maximum threshold established by the Santa Ana Municipal Code. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2;2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety Resolution No, 2016 -xx Page 2 of 4 31A -17 of full- service restaurants that feature alcoholic beverages on their menus offers additional dining options for Santa Ana residents and visitors. Furthermore, Policy 2,9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Operational standards for the proposed Type 41 ABC license will maintain a safe and attractive environment for the City of Santa Ana. Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. Yo! Sushi will be located in a commercial area and its operations will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer and wine at a full- service restaurant within an existing structure. No expansion of square footage or interior reconfigurations of square footages are proposed as part of the project. Categorical Exemption Environmental Review No.. 2016 -1 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2016 -01. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to; the Request for Planning Commission Action dated February 22, 2016, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. Resolution No. 2098 -xx Page 3 of 4 31A -18 ADOPTED this 22nd day of February, 2016 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: James Gartner Chairman APPROVED AS TO FORM: Sonia R, Carvalho, City Attorney By:_ Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, KAREN GERARDO, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No, 2016 -XX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on February 22, 2016. Date: Planning Commission Secretary City of Santa Ana 31A -19 Resolution No. 2016 -xx Page 4 of 4 31A-20 REQUEST FOR COUNCIL, ACTION CITY COUNCIL. MEETING DATE: MARCH 16, 2016 TITLE; CONDITIONAL USE PERMIT NO. 2016-02 TO ALLOW A TYPE 41 ALCOHOLIC BEVERAGE CONTROL LICENSE AT YOI SUSHI LOCATED AT 2638 WEST EDINGER AVENUE — ALEX WOO, APPLICANT JSTRATEGIC PLAN NO, 3, 21 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2 o Reeding ❑ Implementing Resolution [� set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2016 -02, PLANNING COMMISSION ACTION At its regular meeting on February 22, 2018; by a vote of 6 :0 (Gartner absent) the Planning Commission adopted a resolution approving Conditional Use Permit No. 2018 -02 which approved a Type 41 Alcoholic Beverage Control license in order to sell beer and wine for on- premise consumption at Yol Sushi restaurant located at 2636 West Edinger Avenue In the Community Commercial (C -1) zoning district The Planning Commission added a condition of approval requiring the applicant to obtain permits for signage prior to Issuance of the CUP, (Exhibit A). Yol Sushi restaurant is requesting approval of a Type 41 ABC license to allow the on- premises sale of beer and wine as part of the eating establishment's operations. The restaurant will be maintained as a full- service, sit -down eating establishment. The dining area will contain approximately 38 seats and will have all the necessary equipment to be considered for a Type 41 ABC license. The restaurant is proposing to offer an outdoor dining area; however, alcohol will only be served to indoor patrons. The on- premises sale of alcoholic beverages to customers is intended to provide a service ancillary to the primary restaurant use. The hours of operation for the restaurant are currently 11:00 a.m. to 11:00 p.m. daily, Full -sized site plans are available for public viewing in the Clerk of the Council Office. 31 B -1 CUP No. 2016-02 — Yol Sushi restaurant AEC at 2639 West Edinger Avenue March 16, 2016 Page 2 §IBA1901C PLAN ALI NMI NT Approval of this Item supports the City "s efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for businessljob growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. Y.LMMIIYIM 7 +E r - s 3 Y f y 4 G IO;rb IMPlanning Gommloalon000 W Yol 6uahl Idingafto 41 , BOm 31 B -2 PLANNING COMMISSION MEETING DATE: FEBRUARY 22, 2016 TITLE: PUBLIC HEARING — FILED BY ALEX WOO FOR CONDITIONAL USE PERMIT NO. 2016-02 TO ALLOW A TYPE 41 ALCOHOLIC BEVERAGE CONTROL LICENSE AT YOI SUSHI LOCATED AT 2639 WEST EDINGER AVENUE {STRATEGIC PLAN NO. 3,2) Prepared by Ivan Orozco xec e Director . r r APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Adopt a resolution approving Conditional Use Permit No. 2016 -02. Request of Applicant Planning Manager .. Alex Woo, representing Yo! Sushi, is requesting approval of a conditional use permit (CUP) for a Type 41 Alcoholic Beverage Control (ABC) license to allow the on- premise sale and consumption of beer and wine at the Yol Sushi restaurant located at 2639 West Edinger Avenue. Project Location and Site Description The applicant is currently operating a full service, sit -down restaurant within an existing commercial shopping center, which is located on Edinger Avenue, east of Fairview Street. The Yo! Sushi restaurant occupies 1,003 square feet of an existing 8,015- square foot commercial building that contains commercial and restaurant uses. A total of 50 parking spaces are provided within an existing surface lot. Land uses surrounding the site are single family uses to the north, and commercial uses to the east, west and south (Exhibits 1, 2 and 3). The General Plan land use designation for the site is General Commercial (GC). General Commercial land use districts provide highly visible and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services, such as this restaurant. The project site is consistent with this General Plan land use designation. The site is located within the Neighborhood Commercial (C -1) zoning district. The C -1 zoning district allows for retail, service and restaurant uses, making the proposed use consistent with the zoning designation. 31 B -3 Conditional Use Permit No. 2016.02 February 22, 2016 Page 2 Proiect Descrintion The applicant is requesting approval of a Type 41 Alcoholic Beverage Control (ABC) license to allow the on- premise sale and consumption of beer and wine to patrons at the restaurant. Currently, the applicant is operating without an ABC license and has done so since the tenant space was opened as an eating establishment in 2008, The restaurant is a full service, sit -down eating establishment that operates from 11:00 a.m. to 11:00 p.m. daily. The restaurant has approximately 38 seats within its dining room, and will provide outdoor seating in the future; however, alcohol will only be served to indoor patrons. The oil- premise sale of alcoholic beverages to customers will provide a service ancillary to the primary restaurant use. Overall alcohol storage and display areas will consist of approximately 16 square feet, which is less than one percent of the floor area and is consistent with the SAMC requirement of maintaining five percent or less of the gross floor area of the restaurant for alcohol storage and display (Exhibits 4 and 5). Proiect Background The commercial shopping center was developed in 2007 with the construction of an 8;015- square foot retail building. The commercial building has been occupied by different commercial uses such as a medical office, retail stores; and different ethnic restaurants. Yol Sushi Restaurant has operated from this location since 2015, with previous tenants using the space as an eating establishment since 2008. The proposed Type 41 ABC license will serve as an ancillary use and will allow the existing business to compete with the nearby businesses that provide similar services and operations. Project Analysis Conditional use permit requests are governed by Section 41 -638 of the SAMC; requires a CUP for establishments selling alcohol for on -site or off -site consumption. Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. In analyzing these conditional use permit requests, staff believes that the following findings of fact warrant approval of the CUP. The on- premise sale of alcoholic beverages to customers is intended to provide a service ancillary to the primary restaurant use. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. The granting of the CUP will allow the restaurant to compete with other restaurants that also offer a selection of alcoholic beverages, allowing Yol Sushi, a local small business, to remain economically viable and contribute to the overall success of the small businesses in the City of Santa Ana. Moreover, food and alcohol service will occur at the periphery of the premises near the west side of the City; helping to reduce potential impacts to the surrounding neighborhood. 31 B -4 Conditional Use Permit No. 2016 -02 February 22, 2016 Page 3 Finally, the proposed license will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. These include policies supporting: the provision of a diverse range of goods and services, creating a safe and attractive business environment, and encouraging development that is compatible with nearby land uses Operational standards for ABC licenses in the SAMC will mitigate potential impacts from the Type 41 ABC license (Exhibit 6). Police Department Analysis The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages and after -hours operation in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For on -sale licenses the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft; and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by State ABC and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. The project at 2639 West Edinger Avenue is located in Reporting District No, 107. This reporting district is above the 20 percent threshold established by the State for high crime. The Police Department contends that the operational standards applicable to an on -sale ABC license will mitigate any potential negative impacts to the surrounding community. Public Notification The project is located within the boundaries of the New Horizons Neighborhood Association. Staff contacted the Neighborhood Association, who had no comments regarding the proposed CUP. The project site was also posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. No comments have been received as of the date of printing of this report. 31 B -5 Conditional Use Permit No. 2016 -02 February 22, 2016 Page 4 CEQA Compliance In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer and wine at a full - service restaurant within an existing structure. No expansion of square footage or interior reconfigurations of square footages are proposed as part of the project. Categorical Exemption Environmental Review No. 2016 -2 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2016 -02. IO:jm iolPlanning Cornmission12639 W Edinger AVenuetCUP2016 -2 Yo! Sushi. Ed ingerType 41 ARC.pc Attachments: Exhibit 1 —Vicinity Map Exhibit 2 — Location Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan Exhibit 6 Operational Standards for On -Sale Establishments MEW Al MOIALACRC LI MLY CR CCMMEFnALF DRML -B FAMNGMOOIRCATM 00 mvaarM� GSM U)MMUCAL81"MAIN MA UGNTINDUSINAL 01 CGMMUNIWODMMBTML M2 HBAWINDUSIRAI. C7lMD CQMM.ODMM8 JMUEWMDI8R MO MIUTA(N0F3 IONS C2 t BIALOOMMH'DAL 0 OHN%ACE C3 CHNiFALW8NE5 P �ONAL TEA C9NIAALWSNH ARUSFML M FCO RANN®OOMMUNNYDEVHS MENT CA FLANNm9VOMNG0WTER RID RANN8TFE3Q9NilALDEVaOfivlBNT CS ARTRALCg V. AL CUP 2016 -2 -RST YO! SUSHI TYPE 41 ABC 2639 WEST EDINGER AVENUE N"= 9000 FEET * SNC FAMILYP DBNML * TM)FAMNYFOUENCE W MULI1 OEN81YMULTIFLE FAMILYNBDBNCE PA SIL41F NAFARFMENTS F£ fd+7OWALnAM @ 3 RGDE OPMENF 5' Smflc IAN �c =500 FELT P L A N N I N G A N D- B U I L D I N G A..G E N C Y EXHIBIT 1 _._._._ VICINITY MAP 31 B -7 HOOD AVENUE SIN LE FA ILY ESI EN E F,. w w lz h E D I N G E R AVENUE ASTANFORD '.-FAMILY DENCE COMMERCIAL IT STREET ENr ELY CUP 201 6 -2 -RST YO! SUSHI TYPE 41 ABC t� 2639 WEST EDINGER AVENUE P L A N N I N G A N D B U I L D I N G A -CE N C Y LAND USE MAP EXHIBIT 2 �r P�Q �` CO MERC Al CUP 201 6 -2 -RST YO! SUSHI TYPE 41 ABC t� 2639 WEST EDINGER AVENUE P L A N N I N G A N D B U I L D I N G A -CE N C Y LAND USE MAP EXHIBIT 2 CUP 2016 -2 YOI SUSHI TYPE 41 ABC 2639 WEST EDINGER AVENUE EXHIBIT 3 31 B -9 31 B -10 4 • M7" Display Stueage KITCHEN EO0 NOST oCBK o o DINING AREA RESTROOM 31 B -11 Sec. 41 -196. Establishments selling alcoholic beverages, Operational standards for on -sale establishments. The following operational standards shall be included as informational conditions in the conditions of approval for the conditional use permit required pursuant to Section 41 -196 The premises shall at all times be maintained as a bona -fide eating establishment as defined in Section 23038 of the California Business and Professions code and shall provide a menu containing an assortment of foods normally offered. The premises must have suitable kitchen facilities and supply an assortment of foods commonly ordered at various hours of the day. Full and complete meals must be served whenever the privileges of the on -sale license are being exercised. 2. There shall be no fixed bar or lounge area upon the premises maintained for the sole purpose of sales, service or consumption of alcoholic beverages directly to patrons. A fixed bar or lounge may be permitted if patrons may order food being offered to the general patrons of the eating establishment. 3. The sales, service, and consumption of alcoholic beverages shall be permitted only between the hours of 8:00 a.m.. and 12:00 a.m. unless otherwise amended by the granting of a conditional use permit for after -hours operations pursuant to Santa Ana Municipal Code Chapter 41. 4. It shall be the applicant's responsibility to ensure that no alcoholic beverages are consumed on any property adjacent to the licensed premises under the control of the applicant, with the exception of any enclosed patio areas. The applicant or an employee of the licensee must be present to monitor all areas of the establishment, including outdoor patios, during all times that alcoholic beverages are being served or consumed. 6. All employees serving alcoholic beverages must complete Responsible Beverage Service Training, or an equivalent approved by the State Department of Alcoholic Beverage Control, prior to being able to serve alcoholic beverages to patrons. Evidence of the completion of such training must be maintained on the promises and available for inspection upon request by the City. 7. During those times when patrons are restricted to 21 years of age or older, the applicant shall at all times utilize an age verification means or device for all purchases of alcoholic beverages, Such verification of age is not intended to discriminate against patrons based on race, ethnicity or legal status, but only to comply with state law restricting the sale of alcohol to those 21 and older. 8. Queuing lines shall be managed in an orderly manner and all disruptive and /or intoxicated patrons shall be denied entry. The business owner, or his designee, shall be responsible for monitoring the queuing lines at all times. EXHIBIT 6 1 of 4 31 B -12 9. The outdoor queuing line shall not block public walkways or obstruct the entry or exit doors of adjacent businesses. Stanchions or barriers must be used to maintain order at all times the queue exceeds 25 patrons. All stanchions or barriers located on public property must be approved by the Public Works Agency. 10. Employees and contract security personnel shall not consume any alcoholic beverages during their work shift, except for product sampling for purposes of employee education about new products, Under no circumstances may contract security personnel consume alcoholic beverages during their work shift. 11. There shall be no exterior advertising of any kind or type, including window signs or other signs visible from outside, that promote or indicate the availability of alcoholic beverages on the premises. Interior displays of alcoholic beverages or signs, which are clearly visible to the exterior, shall constitute a violation of this condition: Permissible window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. Floor displays shall not exceed three feet in height. 12. There shall be no promotions encouraging intoxication or drinking contests or advertisements indicating "buy one drink, get one free ", "two for the price of one ", or "all you can drink for —" or similar language. 13. Any pool tables, amusement machines or video games maintained on the premises at any time must be reviewed and approved in a security plan submitted to the Chief of Police. 14, Live Entertainment, including but not limited to, amplified music, karaoke, performers and dancing, shall be subject to the issuance of an entertainment permit pursuant to Santa Ana Municipal Code ( "SAMC ") Chapter 11 — Entertainment, and shall comply with all of the standards contained therein. Notwithstanding this requirement, music /noise shall not be audible beyond 20 feet from the exterior of the premises in any direction. 15. Neither the applicant, nor any person or entity operating the premises with the permission of the applicant, shall violate the City's adult entertainment ordinance contained in SAME Section 12 -1 and 12 -2. 16. The premises shall not be operated as an adult entertainment business as such term is defined in SAMC Section 41- 1701.6. 17. The applicant(s) shall be responsible for maintaining free of litter the area adjacent to the premises under the control of the licensee. 18. There shall be no public telephones located on the exterior of the premises. All interior pay phones must be designed to allow outgoing calls only. 2of4 31 B -13 19. Any graffiti painted or marked upon the premises or on any adjacent area under the control of the licensee(s) shall be removed or painted within 24 hours of being applied, 20. Existing bona fide eating establishment and required parking must conform to the provisions of Chapter S, Article II, Division 3 of the Santa Ana Municipal Code (Building Security Ordinance). These code conditions will require that the existing project lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. Prior to issuance of Letter of Approval to the Alcohol Beverage Control Board, this condition must be complied with. 21. Atimed- access cash controller or drop safe must be installed. 22. Install a silent armed robbery alarm. 23. The owner or manager of the licensed premises shall maintain on the premises a written security policy and procedures manual that has been approved by the Police Department, addressing at a minimum the following items: a. Procedures for handling obviously intoxicated persons. b. The method for establishing a reasonable ratio of employees to patrons, based upon activity level, in order to ensure adequate staffing levels to monitor beverage sales and patron behavior. C, Procedures for handling patrons involved in fighting, arguing or loitering about the building, and/or to the immediate adjacent area that is owned, leased, rented or used under agreement by the Licensee(s). d. Procedures for verifying the age of patrons for purposes of alcohol sales: e. Procedures for ensuring that servers monitor patrons to ensure that their drinking limit/potential intoxication is not exceeded. This procedure should include a description of the procedure the server would use to warn, or refuse to serve, the patron. Procedures for calling the police regarding observed or reported criminal activity. Procedures for management of queuing lines. h. The location and description of any video games proposed to be on the premises. .9 of4 31B-14 24. The operator shall be responsible for submitting a detailed outdoor fencing and dining plan where outdoor dining is proposed as part of the business operation. if the proposed dining area or fencing is in the public right of way, the applicant must obtain all required permits and approvals from the Public Works Agency. 25. Combined alcohol storage and display areas shall not exceed five percent (5 %) of the gross floor area of the licensed establishment, 4of4 31 B -15 LS 2.4.16 RESOLUTION NO, 2016 -XX A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2016 -02 TO ALLOW A TYPE 41 ALCOHOLIC BEVERAGE CONTROL LICENSE AT YOl SUSHI RESTAURANT LOCATED AT 2639 WEST EDINGERAVENUE BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2016 -02 to allow a Type 41 Alcoholic Beverage Control (ABC) license for the property located at 2639 West Edinger Avenue. B. Santa Ana Municipal Code Section 41 -196 requires a conditional use permit for the sale of alcoholic beverages for on -site consumption of beer and wine service that is ancillary to the primary restaurant use, C, On February 22, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -02, D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -638, have been established for Conditional Use Permit No. 2016 -02 to allow for a Type 41 ABC license: 1. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or the community? The proposed Type 41 ABC license will provide an ancillary service to the restaurant's customers by allowing them the ability to purchase a variety of alcoholic beverages with their food. This will thereby benefit the community by providing a restaurant with an additional and complementary food - related amenity. Standards are applicable to the alcoholic beverage control license which will mitigate any potential impacts created by the use and ensure that the use will not negatively affect the surrounding community, Resolution No. 2016 -xx Page 1 of 4 31 B -16 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed Type 41 ABC license for the on -sale consumption of beer and wine at this location will not be detrimental to persons residing or working in the vicinity because operational standards to the alcoholic beverage control license will mitigate any potential negative or adverse impacts created by the use. This is a restaurant use and the addition of alcohol will be ancillary to the main use. The sale of alcohol in the restaurant is intended to be incidental to the primary use as an eating establishment. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the economic stability of the area, but will instead allow the restaurant to compete with other nearby restaurants in the general vicinity and citywide that also offers a full selection of alcoholic beverages for sale to their guests and other visitors. Moreover, the offering of alcoholic beverages will allow Yo! Sushi, a small business, to remain economically viable and contribute to the overall success of the commercial area. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The proposed project will be in compliance with all applicable regulations and conditions imposed on a restaurant selling beer and wine pursuant to Chapter 41 of the Santa Ana Municipal Code. The facility will be maintained as a full- service, bona -fide eating establishment, having suitable kitchen facilities and supplying an assortment of foods commonly ordered at various hours of the day. Additionally, the restaurant will utilize less than one percent of the gross floor area for the display and storage of alcoholic beverages, which is below the maximum threshold established by the Santa Ana Municipal Code. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed use will not adversely affect the General Plan. The granting of this conditional use permit supports several policies contained in the General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. Providing a variety Resolution No.2616 -xx Page 2 of h 31 B -17 of full - service restaurants that feature alcoholic beverages on their menus offers additional dining options for Santa Ana residents and visitors. Furthermore, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Operational standards for the proposed Type 41 ABC license will maintain a safe and attractive environment for the City of Santa Ana. Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. Yol Sushi will be located in a commercial area and its operations will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3), This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the on- premise sale of beer and wine at a full - service restaurant within an existing structure. No expansion of square footage or interior reconfigurations of square footages are proposed as part of the project. Categorical Exemption Environmental Review No. 2016 -2 will be filed for this project. Section 2. The applicant agrees to indemnify; hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana, Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2016 -02. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated February 22, 2016, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. Resolution No. 2016 -xx Page 3 of 4 31 B -18 ADOPTED this 22nd day of February, 2016 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: James Gartner Chairman APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By,,— Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, KAREN GERARDO, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2016 -XX to be the original resolution adopted by the Planning Commission of the City of Santa Ana on February 22, 2016. Date: Planning Commission Secretary City of Santa Ana Resolution No. 2016 -xx Page 4 of 4 31 B -19 31 B -20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE; EXTENSION OF VARIANCE NO. 2012 -07 TO ALLOW THE CONSTRUCTION OF A NEW COMMERCIAL BUILDING AT 2702 NORTH BRISTOL STREET {STRATEWLA 3, 2} CIT Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: CI As Recommended ❑ As Amended ❑ Ordinance on 1 ®t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For® CONTINUED TO FILE NUMBER Adopt a resolution approving the extension of Variance No. 2012 -07. DISCUSSION In October 2012, the City Council approved Variance No. 2012 -07 to allow the construction of a new commercial building at 2702 North Bristol Street. The variance allowed the construction of a 6,900 square foot building and granted relief from the City's front and side yard setback standards. Due to a significant shift in the local, state and national economies that commenced several years ago, the property owner has been impacted by the economic downturn and has been unable to start construction of the project. As a result, the entitlement for the site is ready to expire. Entitlements for development projects expire two years from the date of approval unless construction has commenced. Since construction has yet to begin, the applicant would like to maintain the entitlement for the variance and is requesting a second extension. The applicant requested and received approval for a one year extension of the variance in October 2014. Section 41 -647 of the Santa Ana Municipal Code (SAMC) requires the City Council to approve any request for an extension of an entitlement. Although the project has yet to be submitted into building plan check, the applicant is in the process of obtaining financing to construct the proposed project. As a result, the Planning Division recommends that the entitlement for the commercial building be extended by a period of two years from date of the extended term to October 14, 2017. If construction has not commenced by this date, the project will need to be resubmitted through the City's development review process as no additional extensions are permitted by code. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, this project is exempt from CEQA per Section 15061 (b)(3). This determination has been made as it has been determined that the proposed action will not cause a significant effect on the environment. 55A -1 2012 -07 .- New Commercial wilding at 2702 North Bristol Street March 15, 2018 Page 2 ITRA�T90IC ALAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action, VF;rb vArapon§WAWA1ZD7 Wanairsn2.a® Exhibit; 1. Resolution 55A -2 LS 03/15/16 RESOLUTION NO.2016 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF VARIANCE NO. 2012 -07 FOR TWO YEARS FOR THE PROPERTY LOCATED AT 2702 NORTH BRISTOL STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. in October of 2012, the City Council approved Variance No. 2012 -07 to allow the construction of a new commercial building at 2702 North Bristol Street. B. The applicant requested and received approval for a one year extension for Variance No. 2012 -07 in October 2014. It is the Planning Division's policy to recommend extensions of one or two years in an effort to encourage the construction of previously approved projects. C. The current extension request came before the City Council on March 15, 2016. D. Due to a significant shift in the local, state and national economies that commenced several years ago, the property owner has been impacted by the economic downturn and has been unable to start construction of the project. Although the project has yet to be submitted into building plan check, the applicant is working on obtaining the financing that is needed to begin construction of the project. E. Pursuant to Santa Ana Municipal Code section 41 -647, where construction does not commence, these types of entitlements expire after two years unless the applicant applies for, and the City Council approves, an extension. F. In accordance with the California Environmental Quality Act (CEQA), this project is exempt from CEQA per Section 15061(b)(3). This determination has been made as it has been determined that the proposed action will not cause a significant effect on the environment. Section 2. Variance No. 2012 -07 is hereby extended for a period of two (2) years from the date of the extended term to October 14, 2017. This decision is based upon the evidence submitted, which includes, but is not limited to, the Request for Resolution No_ 2016 -XXX 55A -3 Page 1 of 3 Council Action dated March 15, 2416, and exhibits attached thereto, and any public testimony, all of which are incorporated herein by this reference. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of March, 2016. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor Resolution No. 2018 -XXX Page 2 of 3 55A -4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016- to be the original resolution adopted by the City Council of the City of Santa Ana on 12016. Date: Clerk of the Council City of Santa Ana Resolution No. 2016 -XXX 55A -5 Page 3 of 3 'P�PM REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: CHANGE IN SCOPE OF WORK FOR SARTC SURPLUS FUND ALLOCATION {SURPLUS ALLOCATION FUNDING) {STRATEGIC PLAN NO, 6, 1C} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED © As Recommended As Amended Ordinance on 1 "Reading Ordinance on 2 "Reading Implementing Resolutlon 177 Set Public Hearing For CONTINUED TO FILE NUMBER Approve changes in the scope of work for the $650,000 Santa Ana Regional Transportation Center Fiscal Year 2014 -15 Surplus Allocation Plan apportionment from heating, ventilation, and air conditioning system replacement to general priority deferred maintenance projects. DISCUSSION At the October 20, 2015 Council Meeting, the Fiscal Year 2014 -15 Surplus Allocation Plan was reviewed and approved for a combination of projects totaling $11,250,000. Included in that total is a $650,000 allocation for replacement of the aging heating, ventilation, and air conditioning (HVAC) system at the Santa Ana Regional Transportation Center (SARTC). However, staff is requesting to change the scope of work for the $650,000 Surplus Allocation Plan apportionment from HVAC system replacement to SARTC general deferred maintenance projects. These deferred maintenance projects include parking lot improvements and resurfacing, building maintenance projects, and completion of a facility assessment and strategic plan for continued SARTC revitalization efforts. This scope of work change would allow for any structural modifications to be incorporated during HVAC system replacement, which will be completed with subsequent SARTC deferred maintenance funding. The SARTC is a transit hub that offers Amtrak, Metrolink, Orange County Transportation Authority, and other bus and taxi services, with nearly 3,000 commuters passing through each day. It is also home to State and County social service providers, the City's WORK Center, and several commercial businesses. The SARTC is a gateway to the City and will be a start /end point for the fixed guideway. The facility is in need of major building system improvements (Exhibit 1). Day -to -day operations at the facility are funded solely from lease income. However, there is 8,000 square feet of vacant ground floor retail space, which includes a 5,200- square -foot suite that has not housed a long -term tenant since 2008. General deferred maintenance projects would prepare the SARTC for the next phase of revitalization, which includes engaging 60A -1 Change Scope of Work for SARTC Surplus Fund Allocation March 15, 2016 Page 2 professional property management to identify and attract compatible business and retail uses for the surrounding community and commuters. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Surplus allocation funds in the amount of $650,000 are available in the Council Special Projects Fund -- Building Maintenance expenditure account (No. 05010021 - 66200). Upon Council approval of the change in the scope of work, these funds will be reallocated to the Council Special Projects Fund -- Public Works expenditure account (No. 05017018 - 66220) for completion of general deferred maintenance projects at the SARTC as described in the discussion section. �4 -(Fred Mousavipour Executive Director Public Works Agency FM /MLM /GPL Exhibit: 1. Photos of the SARTC APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 60A -2 STOv. S I LAA AN Additional parking Fin parking structure (Entrance on Santiago Ave.) V, I og to WELCOME to the SANTA ANA REGIONAL TRANSPORTATION CENTER 0 101 AMTRAK 103 EDD - Employment Development Dept. Work Force Services 104 K. Lee Gift Shop 105 Greyhound 107 Regional Transportation Public Safety Office 108 Property Management SARTC PARKING LOT AND DRIVE AISLE ARE IN NEED OF REPAIRS rr ' dp u;g 60A -4 SARTC STRIPING AND CURB PAINT ARE DETERIORATED 60A -5 W- 11Itto BATHROOMS NEED TO BE RENOVATED (There is limited air conditioning in both public restrooms due to failed AC handlers- bottom right hand picture) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: PUBLIC HEARING — RESOLUTION AUTHORIZING CONDEMNATION OF REAL PROPERTY AT 1415 NORTH BRISTOL STREET FOR BRISTOL STREET IMPROVEMENTS (PROJECT NO. 116740) (NONGENERAL FUND) (STRATEGIC P.�AN NQ. 6, 1G; 3, 2C) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :^^e r, ❑ As Recommended ❑ A ®Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Heering For. CONTINUED TO FILE NUMBER Adopt a resolution authorizing the condemnation of the entire real property located at 1415 North Bristol Street (APN 405 - 272 -19) declaring the public necessity and interest therefore, and approve the transfer of funds in the amount of $521,230 to the State Treasurer's Office Condemnation Deposits Fund. DISCUSSION Bristol Street is a major north -south transportation facility which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that will be constructed in several phases. Improvements include widening the street from two to three lanes in each direction, and installing raised landscape medians and bike lanes. Public Works Agency staff is acquiring properties for the development of Phase 1116, bounded by Washington Avenue and Seventeenth Street, and expects to complete the acquisition process by spring 2017. Construction is anticipated to begin in summer 2017. To accommodate these improvements, acquisition of the entire parcel at 1415 North Bristol Street is required (Exhibit 1). The Public Works Agency has made a diligent effort to negotiate with the property owners and their representatives for the past 27 months. A good faith offer was made on November 16, 2015, in the amount of $521,230 (Exhibit 2). Furthermore, Public Works staff has been working closely with the representatives of the property owners and the City's Planning Division to facilitate potential relocation within the project segment. The Public Works Agency will continue to make every effort to reach a settlement with the property owners. However, to maintain the Bristol Street Improvements project schedule and meet the funding requirement to commence construction in summer 2017, staff is requesting adoption of a Resolution of Necessity (Exhibit 3) and initiation of condemnation proceedings while negotiations continue. 75A -1 Public Hearing & Resolution Authorizing Condemnation of Real Property at 1415 North Bristol Street March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase II113, which encompasses the area between Washington Avenue and Seventeenth Street, an Addendum to the FEIS /EIR was prepared and adopted by City Council on June 3, 2014, pursuant to the California Environmental Quality Act. FISCAL IMPACT Funds are appropriated in the Bristol Street Improvements Project (No. 116740); $130,307.50 in the Select Street Construction Fund (Account No. 05917661- 66220), and $390,922.50 in the Measure M2 Street Construction Fund (Account No. 03217662 - 66220) for transfer to the State Treasurer's Office Condemnation Deposits Fund in FY 2015 -2016. fey-Fred Mousavipour Executive Director Public Works Agency FM /EWG /KN Exhibits: 1. Location Map 2. Offer Letter 3. Resolution of Necessity APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 75A -2 Q (NTS) w z a a z N SANTA ANA PWA PUBLIC YgiNS aGENCv 18TH STREET 17TH STREET Wi PW- r 1 f J O � e m r 405-252 -22 405 - 252 -21 MATCHLINE SEE TOP RIGHT MATCHLINE SEE BOTTOM LEFT EXHIBIT 1 WASHINGTON AVENUE PUBLIC HEARING - RESOLUTION AUTHORIZING CONDEMNATION OF REAL PROPERTY AT 1415 CITY COUNCIL NORTH BRISTOL STREET FOR BRISTOL STREET AGENDA DATE= IMPROVEMENTS (PROJECT NO. 116740) MARCH 15, 2016 (NONGENERAL FUND) (STRATEGIC PLAN NO. 6AG AND 3,2,C) 75A -3 75A -4 City of Santa Ana RECEIPT OF OFFER PACKAGE Bristol Street Widening -Washington Avenue to Seventeenth Street Parcel File No. 405 - 272 -19 Owner(s) of Record: Additional Owner (s) of Record: Property Address: ROBERT PETER GONZALEZ, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY 1415 N. Bristol Street Santa Ana, CA This is to acknowledge receipt of the offer package containing the following items: Updated Offer letter dated November 16, 2015 which includes: • Property Legal Description (Attachment 1) • Statement of Just Compensation (Attachment 2) • Summary Explanation Statement (Attachment 3) City of Santa Ana Handbook on Acquisition Robert Peter Gonzales Exhibit 2 75A -5 Date MAYOR Miguel A. Pulido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Rayne Sal Tinajero November 16, 2015 Dr. Robert Peter Gonzales 1415 N. Bristol Santa Ana, CA 92706 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza M -36 • P.O. Box 1988 M -36 Santa Ana, California 92702 v .santa- ana.oro SUBJECT: UPDATED OFFER TO ACQUIRE PROPERTY AT: 1429 N. BRISTOL STREET, SANTA ANA, CA APN: 405 - 272 -19 Dear Dr. Gonzales: CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Via Certified Mail The City of Santa Ana ( "City') is proceeding with its plans to construct Phase IIIB of the Bristol Street Widening Project between Washington Avenue and Seventeenth Street. The City obtained a preliminary title report that lists Robert Peter Gonzales, a married man as his sole and separate property. The City seeks to acquire the property located at the above - mentioned address, which consists of the underlying real property as described in Attachment 1. The area to be acquired is referred to herein as the "Property ". No final determination has been made as to the ownership of the Property. This offer is contingent upon presentation of conclusive evidence of title. If more than one person has an interest in the Property that the City is seeking to acquire, all parties with such interest must accept this offer. As you know, the City had your Property appraised by certified appraisers for the real estate as well as improvements pertaining to the realty to determine its fair market value. The appraisals were conducted in accordance with commonly accepted appraisal standards and included consideration of the highest and best use of the land. Based on the appraisals, the City offers you $504,000 for the real estate and $17,230 for Improvements Pertaining to Realty (IPR) for a total compensation of $521,230. The basis for this offer is explained more thoroughly in the attachments to this letter that are made a part of this offer by reference. This offer is conditional upon the City Council ratifying this offer by a formal action taken at a regular public meeting authorizing the execution of a Purchase and Sale Agreement or adopting a Resolution of Necessity, or both. 75A -6 1415 N. Bristol Street November 14, 2015 Page 2 If you are not satisfied with the City's offer, you are encouraged to present to us any material you believe to be relevant to the value of the Property, which material will be carefully considered by the City. If, in the City's opinion, the additional information warrants a change in the offer, the City's offer will be adjusted accordingly. If a voluntary agreement cannot be reached, the City may consider formal condemnation proceedings against the Property through its power of eminent domain or abandon its intention to acquire the Property, giving proper notice to you in either event. The City has made no decision to exercise its power of eminent domain to acquire the Property and can only do so after it holds a hearing, at which all affected Property owners have had an opportunity to appear and be heard. The Purchase Price is the full amount established by the appraisal as the fair market value of the Property and the just compensation for such acquisition. A written statement and a summary of the basis for the amount established as the Purchase Price is set forth in the attached Statement of Just Compensation, identified as Attachment 2. The California Relocation Assistance and Real Property Acquisition Guidelines provide that each Owner from whom the City purchases real property or an interest therein, or each tenant owning improvements on said Property, be provided with information relating to the acquisition procedures pursuant to the Government Code, Paragraph 7267.2(a). This information is provided in Attachment 3. Please also be advised that under Code of Civil Procedure Section 1263.025, the City of Santa Ana will reimburse an owner of property, up to the amount of $5,000 for the owner to secure an independent appraisal of property subject to a potential acquisition. Per our records you have requested and received the $5,000 amount for preparation of the appraisal report. Please let us know prior to November 30, 2015 if the City's offer is acceptable. A written agreement concerning the acquisition of the Property will be provided to you for your review and approval. If for any reason you should see fit not to accept the City's offer, please be advised that this letter, the offer made herein, the enclosed summary statements, and all matters stated herein are made under the provisions of California Evidence Code § §1152 and 1154 and shall not be admissible in evidence in any eminent domain proceeding which may subsequently be instituted for acquisition of the Property, or in any other action. If you need additional information, please call me at (714) 647 -5664. Sincerely, Jason Gabriel Principal Civil Engineer 75A -7 ATTACHMENT LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOT 11 OF TRACT 863 IN THE CITY OF SANTA ANA AS PER MAP RECORDED IN BOOK 26, PAGE 30 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, STATE OF CALIFORNIA 75A -8 ATTACHMENT STATEMENT OF VALUE AND SUMMARY OF THE BASIS FOR APPRAISAL Code of Civil Procedures § 1255.010(b) THE AMOUNT ESTABLISHED AS JUST COMPENSATION Government Code § 7267.2(a) OWNERSHIP Robert Peter Gonzales, a married man as his sole separate property The following is a Statement of Value and Summary of the Basis for Appraisal and the Amount that the client established as Just Compensation ( "Summary") required by the California Eminent Domain Law. The appraisal on which this summary is based was made in connection with establishing the amount of compensation as required by Code of Civil Procedure section 1255.010(b). The appraisal on which this summary is based was made in accordance with accepted appraisal principles, consistent with California Valuation Law. A statement and summary described the basis for the appraisal from which the client established compensation. There follows the Statement of Value and Summary of the Basis for Appraisal and the Amount Established as Just Compensation ( "Summary "): BASIS OF VALUATION The fair market value is based upon an appraisal prepared in accordance with accepted appraisal principles and methodologies. Code of Civil Procedure Section 1263.320 defines Fair Market Value as follows: (a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell, but under no particular or urgent necessity for so doing, nor obliged to sell; and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. (b) The fair market value of property taken for which there is no relevant comparable market is its value on the date of valuation as determined by any method of valuation that is just and equitable. Section 1263.330 provides that the fair market value shall not include an increase or decrease in the value attributable to the project for which the property is to be acquired. 75A -9 The property is being appraised for the possible full acquisition by the City of Santa Ana to assist in negotiations with the property owner for the possible full acquisition of the subject property as a part of the Bristol Street Widening Improvement Project. DESCRIPTION OF THE SUBJECT PROPERTY Ownership: Robert Peter Gonzales, a married man as his sole separate property Location: 1415 North Bristol Street, Santa Ana, California 92706 Assessor's Parcel No.: 405 - 272 -19 Date of Value: October 30, 2015 Property Rights Appraised: Fee simple Site Area: Approximately 6,236 square feet, or 0.14 acre, according to the Assessor's Map Zoning: The parcel is zoned C -5 (arterial commercial), within the Bristol Street Corridor Specific Plan designated by the City of Santa Ana. Present Use: Highest and Best Use (As Vacant): Highest and Best Use (As Improved): Commercial Retail development Continue the existing use Improvements: According to information obtained from public records and verified by physical measurements of the building, the building has a gross building area of 1,214 square feet. It was originally constructed in 1935. Description of Acquisition: A full acquisition is proposed 75A -10 SALES COMPARISON APPROACH The estimated fair market value of the subject property is based on improved sales data for other properties with essentially the same utility and amenities. The subject property is located on a primary arterial street and the property benefits from good access and visibility. To analyze the value of the subject property, a search was conducted of the market area for similar improved office building sales. Very few transactions were found in Santa Ana. The search was expanded to surrounding areas and included small office buildings that sold throughout Orange County since January 2014, built before 1990 and between 1,000 and 10,000 square feet in size. Of the comparables discovered, the six most similar properties were chosen for comparison. The comparables reflect selling prices ranging from $370,000 to $600,000, which is approximately $293 to $417 per square foot of building area, or approximately $34 to $106 per square foot of land area. Office buildings of this size are primarily purchased for owner - occupancy whereby the fee simple interest is conveyed. The primary approach used in this market by owner -users is the sales comparison approach. As such, the sales comparison approach is developed to provide an indication of the fee simple market value. The comparable sales are analyzed using the price per square method, which is the typical basis used by buyers in this market. This unit of measure provides a reliable basis of comparison for the assignment. As a check to the reasonableness of the conclusion price per square foot of land area is also reviewed. Adjustments are considered for transactional differences as well as for physical differences between the subject property and comparables. Included on the following page is a Comparable Improved Sales Summary. 75A -11 75A -12 s u� a FIQI a tl 6 4 y� 5 c __ a 4 � 9s �a =pro u H c �o oy KRH wrr4» rR a Iq NU a � 8 b .-- =uu 3F 1390RQG 3�cRu� 75A -12 Conclusion After adjustments for market conditions, the comparables establish a fair market value range for the subject property between $316 and $423 per square foot as shown in the following table. Comparable No. 4 is superior at $423 per square foot, whereas Comparable No. 1 is inferior at $411. Based on the subject property's size, location and condition, a value between these two comparables appears reasonable for the subject property. Indicated Values Comparable Overall Indicated $ /SF No. Comparability 4 Superior $423 Subject - - - -- $415 1 Inferior $411 5 Inferior $374 6 Inferior $340 2 Inferior $326 3 Inferior $316 A fair market value of $415 per square foot is concluded. Based on the preceding investigation and analysis, the fair market value of the subject property, as of October 30, 2015, is calculated as follows: INDICATED VALUE - SALES COMPARISON APPROACH 1,214 SF X $415 PSF = $503,810 ROUNDED $504,000 75A -13 INCOME APPROACH The subject property is an owner - occupied, single - family residence which has been converted and utilized as a medical office building. As such, the fee simple value is analyzed using market rent and expenses. Market Rent Analysis A survey of Santa Ana and the surrounding cities for recently executed leases and asking rents for office space ranging from 500 to 10,000 square feet in size is used in the analysis. The important factors considered during selection of the comparables include location, building area, visibility and access. The search focused on properties with arterial street visibility, but data for such properties was found to be somewhat limited; however, sufficient data was available to estimate a market rental rate for the subject property. The survey properties indicate that rents are written on a triple -net, modified gross, and full service gross basis. For valuation purposes, a triple -net basis will be utilized. For triple -net leases, the tenants pay operating expenses such as property taxes, insurance, tenant utilities and janitorial, common area maintenance and utilities, building repairs and maintenance, security, parking and sometimes management (or a portion of management). These expenses are normally recouped by the landlord in the form of an expense reimbursement charge. The landlord is still responsible for non - reimbursed management (collecting the check and watching over the property) miscellaneous expenses such as those incurred between tenancy, accounting, legal, miscellaneous and replacement of short -lived items such as the roof, air - conditioning units and exterior walls, if applicable. Based on the review of the rental data and after consideration for differing property characteristics, it is concluded that a rental rate of $1.80 per square foot per month, triple -net, for the subject property is reasonable for the analysis and is used in the direct capitalization analysis. The estimated market income for the subject property is calculated in the following table: CONCLUDED MARKET RENT Building Market Rent /SF Market Annual Market Size Mo. Rent /Mo. Rent 1,214 SF $1.80 $2,185 $26,222 75A -14 Vacancv and Collection Loss Small office buildings are most frequently purchased for owner - occupancy and are analyzed using the sales comparison approach, with values calculated assuming no vacancy or collection loss. However, from the perspective of an investor, a stabilized vacancy and collection loss within the historical range is usually applied, assuming a five- to 10 -year holding period. An estimated stabilized vacancy and collection loss of 3% is considered appropriate for the direct capitalization analysis. Expense Analysis The subject property is an owner -user office building. Typically, leases for similar buildings in this market are written on a triple -net lease basis, where the tenant is responsible for operating expenses for the property including: taxes, insurance, utilities, common area maintenance, building repairs and maintenance. The owner is responsible for management, miscellaneous expenses, and administrative costs. The capital value analysis has been analyzed on a typical triple -net basis. Overall Capitalization Rate A review of sales and listings of office properties found that reported OARS reflect rates from 4.00% to 5.87 %. These sales are considered the best evidence of an appropriate capitalization rate for the subject property. 75A -15 DI RECT CAR TALI ZATI ON ANALYSI S Office Building 1415 N. Bristol Street Santa Ana, California INCOME: Rental Income Annual Market Rental Income MonthlyF�ntal Income $1.80 PEF x 12 Months $26,222 Total LeaseableArea 1,214 T Total Potential Gross Income $26,222 Vacancy 3% Effective Goss Income $25,436 REIMBURSABLE EXPENSES: $ /SF Management 2.0% ($0.42) ($509) Feserves /50.101 !R1�11 Total Fbmbursable Expenses ($0.52) ($630) $630 Operating Income $24,8061 Pate Indicated Value at Market Rant $496,1121 *Difference may be due to rounding. Income Approach Conclusion The direct capitalization analysis and resulting indication of market value via the income approach is shown on the following page. The indicated fair market value, as of October 30, 2015, is as follows: INDICATED VALUE - INCOME APPROACH $496,000 75A -16 CONCLUSION OF VALUE The approaches most often relied on by buyers of this type of property have been developed. Thus, the sales comparison approach is developed as the primary value indicator. The cost and income approaches are rarely considered by buyers in this market and are less reliable than the sales comparison approach as the typical buyer of the subject property would be an owner - occupant. There are limited investor sales with reported overall capitalization rate data in this building market segment and data for signed leases is of limited quantity and quality. The income approach has been developed, but is given less weight in the final conclusion of value. The cost approach is rarely used by buyers in this market and does not tend to produce reliable valuation results; the cost approach has not been developed. APPRAISAL CONCLUSION Considering the data and analyses presented, the opinion has been formed that as of October 30, 2015, the fair market value of the subject property is: INDICATED VALUE Sales Comparison Approach $504,000 Income Approach $496,000 Reconciled Value (Rounded) $504,000 75A -17 ATTACHMENT APN: 405 -272 -19 SUMMARY STATEMENT ACCOMPANYING OFFER RELATING TO ACQUISITION PROCEDURES FOR PURCHASE OF REAL PROPERTY OR AN INTEREST THEREIN You are entitled to receive full payment prior to vacating the real property being purchased unless you have heretofore waived such entitlement. You are not required to pay recording fees, transfer taxes, or the pro rata portion of real property taxes which are allocable to any period subsequent to the passage of title or possession. 1. The holders of liens, deeds of trust or other security interests in your property and /or any leases or tenants of your property may be entitled to all or a portion of the consideration to be paid by the City of Santa Ana ( "City ") for your property in accordance with the particular contract(s) existing between you and the lien holder or lessee /tenant. 2. All buildings, structures, and other improvements affixed to the land described in the reference documents covering this transaction and owned by the grantor herein or, if applicable, owned by you as a tenant are not being conveyed unless other disposition of these improvements has been made. The interest acquired is fee title. 3. The amount determined to be just compensation was determined after consideration of an appraisal of the fair market value of the Parcel. The basis for the amount determined to be just compensation is summarized on the attached Appraisal Summary Statement (Statement of Just Compensation) and the amount of the Purchase Price: a. Is the full amount believed by the City to be just compensation for the property taken; b. Is not less than the approved appraisal of the fair market value of the property as improved; c. Disregards any decrease or increase in the fair market value of the public improvement for which the property is to be acquired for such public improvement, other than that due to physical deterioration within the reasonable control of the owner or occupant; and 75A -18 ATTACHMENT APN: 405 - 272 -19 Page 2 d. Reflects the definition of "fair market value" as defined in Eminent Domain Law (California Code of Civil Procedure Section 1263.320) which is "the highest price on the date of valuation that would be agreed to by a seller being willing to sell but under no particular or urgent necessity for doing so, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other will full knowledge of all the uses and purposes for which the property is reasonably adaptable and available." e. Does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which the owner is entitled to receive under an agreement with the public entity. 4. If you ultimately elect to reject the offer made by the City of Santa Ana for your property, you are entitled to have the amount of compensation determined by a court of law in accordance with the laws of the State of California. 75A -19 75A -20 JXS /3/15/16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FINDING AND DETERMINING THAT THE PUBLIC INTEREST, CONVENIENCE AND NECESSITY REQUIRE THE ACQUISITION OF CERTAIN REAL PROPERTY LOCATED WITHIN THE CITY OF SANTA ANA LOCATED AT 1415 N. BRISTOL STREET (APN 405 - 272 -19) 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 on March 15, 2016, after written notice duly provided to all those claiming ownership, including the owners of the properties described hereafter, as they appeared on the last equalized County assessment roll, held a hearing pursuant to Code of Civil Procedure section 1245.235 for the purpose of allowing the owners thereof a reasonable opportunity to be heard on the following matters: A. Whether the public interest or necessity requires the project; B. Whether the project is planned or located in a manner which is most compatible with the greatest public good and the least private injury; C, Whether the property proposed to be acquired is necessary for the project; D. Whether the offer required by Government Code section 7267,2(a), together with the accompanying statement and summary of the basis for the amount established as just compensation, was actually made and whether said offer and statement /summary contained all of the factual information required by Government Code section 7267.2(a); E. Whether the City has complied with all conditions and statutory requirements necessaryto exercise the powerof eminent domain to acquire the property described herein, as well as any other matter regarding the right to take said property by eminent domain and F. Whether the City has statutory authority to acquire the property by eminent domain. Section 2. The City Council has, as a result of its consideration and the evidence presented at the hearings on this matter, and in accordance with the California Environmental Quality Act ( °CEQA °) and the State CEQA Guidelines, determined that the proposed project has been adequately evaluated in the previously prepared Environmental Impact Report/Environmental Impact Statement EIR No. 89 -01 and all Resolution No. 2016- Page 1 of 5 75A -21 subsequent addenda, In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. On the basis of this review, the City Council finds that there is no evidence from which it can be fairly argued that the Project will have a significant adverse effect on the environment. Section 3. Pursuant to Title XIV, California Code of Regulations ( "CCR ") § 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code § 711.2 and Title XIV, CCR § 735.5(a)(3), the payment of Fish and Game Department filing fees is not required in conjunction with this project. Section 4. The City of Santa Ana ( "the City "), as a result of said hearing, has determined that the public interest and necessity require the proposed project and that the proposed project is planned or located in a manner that will be the most compatible with the greatest public good and least private injury and that the public interest, necessity, health, safety and welfare require the acquisition by the City of Santa Ana of the certain real property located at 1415 N. BRISTOL STREET (APN 405 - 272 -19) in the City of Santa Ana, California ( "the "Property "). The Property is situated in the City of Santa Ana, County of Orange, State of California, and more particularly described in Exhibit "A" which is attached hereto and incorporated herein by reference and made a part hereof as though fully set forth herein, for the public purposes hereafter set forth. Section 5. The City hereby finds, determines and declares that the public interest, convenience and necessity require the acquisition by said City of the Property described in Section 4 above, including any and all leaseholds and related improvements for the purposes of the Phase 1116 of the Bristol Street Widening Project ( "the Project "). The location of the Project is between Washington Avenue and Seventeenth Street for the widening of Bristol Street. Included in the project will be street pave -out, and the installation of concrete curbs, gutters, and sidewalks in a manner which will be most compatible to the greatest public good and the least private injury. Section 6. The taking of the interest in said Property as described in Section 4 above is necessary for the public right of way and is authorized by Section 19 of Article I of the California Constitution, Section 200 of the Santa Ana Charter, Santa Ana Municipal Code § 41 -781; California Code of Civil Procedure section 1240.010, 1240.110; California Government Code sections 37350.5 and 40404; California Streets and Highways Code sections 5101, 5101.5, 5102, and other applicable law. Resolution No. 2016 - Page 2 of 5 75A -22 JXSJ3 /15115 Section 7. The offer required by Government Code section 7267.2 was made to the appropriate party or parties with respect to the Property on or about October 1, 2Q13, an updated offer on June 16, 2,014 and an additional updated offer on November 16, 2 015. Section 8. The City hereby declares that it is the intention of the City of Santa Ana to acquire in its name„ in accordance with the provisions of the laws of the State of California with reference to condemnation procedures, all interests in and to said Property described in Section 4 above. Section 9. That if any of the Property described in Section -4 above has been appropriated for some public use, the public use to which it is to be applied and taken under this proceeding is a more necessary and paramount public use. Section 19. Said Property described in Section 4 above is located within the City of Santa Ana, County of Grange, State of California, and is more particularly described in Section 4'hereof, Section 11. The City of Santa Ana is authorized to acquire by eminent domain as provided in the California Code of Civil Procedure. Section 12. The City Attorney is hereby authorized and directed to prepare, institute and prosecute in the name of the City such proceedings, in the proper court having }urisd lotion thereof, as may be necessary for the acquisition of the interests in said Property described in Section 4 above. The City Attorney is also authorized and directed to obtain a necessary order of immediate possession and occupancy of said Property, at the discretion of the City Attorney. Section 13, This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2016, APPROVED AS TO FORM: Sonia A. Carvalho, City Attorney B#eftsistan't ndova City Attorney Miguel A. Pulido Mayor 75A -23 Resolution No. 2016 - Page 3 of 5 AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk Resolution No. 2016- to City of Santa Ana on Date: Resolution No. 2016 - Page 4 of S of the Council, do hereby attest to and certify the attached be the original resolution adopted by the City Council of the Clerk of the Council City of Santa Ana 75A -24 JXS/3/15/16 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOTS 11 OF TRACT 863 IN THE CITY OF SANTA ANA AS PER MAP RECORDED IN BOOK 26, PAGE 30 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, STATE OF CALIFORNIA APN; 405- 272 -19 75A -25 Resolution No, 2016- Page 5 of 5 75A -26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 16, 2016 TITLE: PUBLIC HEARING — RESOLUTION AUTHORIZING CONDEMNATION OF REAL PROPERTY AT 1417 NORTH BRISTOL STREET FOR BRISTOL STREET IMPROVEMENTS (PROJECT NO. 116740) (NONGENERAL FUND) (STRATEGIC P N NO 6 1G; 3,2C) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 992067AW El As Recommended ❑ As Amended El Ordinance on I" Reading ® Ordinance on 2n' Reading El Implementing Resolution 0 Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the condemnation of the entire real property located at 1417 North Bristol Street (APN 405 - 252 -17) declaring the public necessity and interest therefore, and approve the transfer of funds in the amount of $579,315 to the State Treasurer's Office Condemnation Deposits Fund. DISCUSSION Bristol Street is a major north -south transportation facility which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that will be constructed in several phases. Improvements include widening the street from two to three lanes in each direction, and installing raised landscape medians and bike lanes. Public Works Agency staff is acquiring properties for the development of Phase 1116, bounded by Washington Avenue and Seventeenth Street, and expects to complete the acquisition process by spring 2017. Construction is anticipated to begin in summer 2017. To accommodate these improvements, acquisition of the entire parcel at 1417 North Bristol Street is required (Exhibit 1). The Public Works Agency has made a diligent effort to negotiate with the property owners and their representatives for the past 27 months. A good faith offer was made on November 16, 2015, in the amount of $579,315 (Exhibit 2). Furthermore, Public Works staff has been working closely with the representatives of the property owners and the City's Planning Division to facilitate potential relocation within the project segment. The Public Works Agency will continue to make every effort to reach a settlement with the property owners. However, to maintain the Bristol Street Improvements project schedule and meet the funding requirement to commence construction in summer 2017, staff is requesting adoption of a Resolution of Necessity (Exhibit 3) and initiation of condemnation proceedings while negotiations continue. 75B -1 Public Hearing & Resolution Authorizing Condemnation of Real Property for 1417 North Bristol Street March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 – Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 – Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement/Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase IIIB, which encompasses the area between Washington Avenue and Seventeenth Street, an Addendum to the FEIS /EIR was prepared and adopted by City Council on June 3, 2014, pursuant to the California Environmental Quality Act. FISCAL IMPACT Funds are appropriated in the Bristol Street Improvements Project (No. 116740); $144,828.75 in the Select Street Construction Fund (Account No. 05917661 - 66220), and $434,486.25 in the Measure M2 Street Construction Fund (Account No. 03217662 - 66220) for transfer to the State Treasurer's Office Condemnation Deposits Fund in FY 2015 -2016. fov Fred Mousavipour Executive Director Public Works Agency FM /EWG /KN Exhibits: 1. Location Map 2. Offer Letter 3. Resolution of Necessity APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez —� Executive Director Finance & Management Services Agency 75B -2 wi 18TH STREET 17TH STREET I- W W i � i a c i I -i i O I— B m r 405- 252 -22 405 - 252-21 MATCHLINE SEE TOP RIGHT MATCHLINE SEE BOTTOM LEFT -SW EXHIBIT 1 WASHINGTON AVENUE SANTA ANA "'�' PUBLIC HEARING - RESOLUTION AUTHORIZING COUNCIL CONDEMNATION o 8 BRISTO STREET FOR BRISTOL STREET IMPROVEMENTS u MR S (PROJECT NO. 116740) (NONGENERAL FUND) PWLIC NCRNS 10ENCY [STRATEGIC PLAN NO. 6,1,G AND 32,C] 75B -3 75B -4 City of Santa Ana RECEIPT OF OFFER PACKAGE Bristol Street Widening -Washington Avenue to Seventeenth Street Parcel File No. 405 - 252 -17 Owner(s) of Record: Additional Owner (s) of Record: Property Address: JESUS ZAMBRANO AND VERONICA ROSALES- ZAMBRANO, HUSBAND AND WIFE AS JOINT TENANTS, AS TO AN UNDIVIDED 38% INTEREST, AND MARCELINO ROSALES, A MARRIED MAN AS HIS SEPARATE PROPERTY AS TO AN UNDIVIDED 62% INTEREST 1417 N. Bristol Street Santa Ana, CA 92706 This is to acknowledge receipt of the offer package containing the following items: Updated Offer letter dated November 16, 2015 which includes: • Property Legal Description (Attachment 1) • Statement of Just Compensation (Attachment 2) • Summary Explanation Statement (Attachment 3) City of Santa Ana Handbook on Acquisition Jesus Zambrano Veronica Rosales - Zambrano Marcelino Rosales Exhibit 2 75B -5 Date Date Date MAYOR Miguel A. Pulido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Rayne Sal Tinajero November 16, 2015 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza M -36 • P.O, Box 1988 M -36 Santa Ana, California 92702 v .santa- ana.ora Jesus Zambrano, Veronica Rosales - Zambrano & Marcelino Rosales 1417 N. Bristol St. Santa Ana, CA 92706 SUBJECT: UPDATED OFFER TO ACQUIRE PROPERTY AT: 1417 N. BRISTOL STREET, SANTA ANA, CA APN: 405 - 252 -17 Dear Mr. and Mrs. Zambrano, and Mr. Rosales: CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Via Certified Mail The City of Santa Ana ( "City ") is proceeding with its plans to construct Phase IIIB of the Bristol Street Widening Project between Washington Avenue and Seventeenth Street. The City obtained a preliminary title report that lists Jesus Zambrano and Veronica Rosales - Zambrano, husband and wife as joint tenants, as to an undivided 38% interest, and Marcelino Rosales, a married man as his separate property as to an undivided 62% interest. The City seeks to acquire the property located at the above - mentioned address, which consists of the underlying real property as described in Attachment 1. The area to be acquired is referred to herein as the "Property" No final determination has been made as to the ownership of the Property. This offer is contingent upon presentation of conclusive evidence of title. If more than one person has an interest in the Property that the City is seeking to acquire, all parties with such interest must accept this offer. As you know, the City had your Property appraised by certified appraisers for the real estate as well as improvements pertaining to the realty to determine its fair market value. The appraisals were conducted in accordance with commonly accepted appraisal standards and included consideration of the highest and best use of the land. Based on the appraisals, the City offers you $542,000 for the real estate and $37,315 for Improvements Pertaining to Realty IPR) for a total compensation of $579,315. The basis for this offer is explained more thoroughly in the attachments to this letter that are made a part of this offer by reference. This offer is conditional upon the City Council ratifying this offer by a formal action taken at a regular public meeting authorizing the execution of a Purchase and Sale Agreement or adopting a Resolution of Necessity, or both. 75B -6 1417 N. Bristol Street November 16, 2015 Page 2 If you are not satisfied with the City's offer, you are encouraged to present to us any material you believe to be relevant to the value of the Property, which material will be carefully considered by the City. If, in the City's opinion, the additional information warrants a change in the offer, the City's offer will be adjusted accordingly. If a voluntary agreement cannot be reached, the City may consider formal condemnation proceedings against the Property through its power of eminent domain or abandon its intention to acquire the Property, giving proper notice to you in either event. The City has made no decision to exercise its power of eminent domain to acquire the Property and can only do so after it holds a hearing, at which all affected Property owners have had an opportunity to appear and be heard. The Purchase Price is the full amount established by the appraisal as the fair market value of the Property and the just compensation for such acquisition. A written statement and a summary of the basis for the amount established as the Purchase Price is set forth in the attached Statement of Just Compensation, identified as Attachment 2. The California Relocation Assistance and Real Property Acquisition Guidelines provide that each Owner from whom the City purchases real property or an interest therein, or each tenant owning improvements on said Property, be provided with information relating to the acquisition procedures pursuant to the Government Code, Paragraph 7267.2(a). This information is provided in Attachment 3. Please also be advised that under Code of Civil Procedure Section 1263.025, the City of Santa Ana will reimburse an owner of property, up to the amount of $5,000 for the owner to secure an independent appraisal of property subject to a potential acquisition. Per our records you have requested and received the $5,000 for preparation of appraisal report for your property. Please let us know prior to November 30, 2015 if the City's offer is acceptable. A written agreement concerning the acquisition of the Property will be provided to you for your review and approval. If for any reason you should see fit not to accept the City's offer, please be advised that this letter, the offer made herein, the enclosed summary statements, and all matters stated herein are made under the provisions of California Evidence Code § §1152 and 1154 and shall not be admissible in evidence in any eminent domain proceeding which may subsequently be instituted for acquisition of the Property, or in any other action. If you need additional information, please call me at (714) 647 -5664. Sincerely, Jason Gabriel Principal Civil Engineer 75B -7 ATTACHMENT LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: rri�Y •n�rr:ru�•»ri�r•»�.���n�:�en BEGINNING AT A POINT IN THE CENTER LINE OF BRISTOL STREET DISTANT 915.48 FEET SOUTHERLY FROM THE COMMON CORNER OF SECTIONS 1, 2, 11 AND 12, TOWNSHIP 5 SOUTH, RANGE 10 WEST, S.B.B,& M., SAID POINT BEING THE SOUTHWEST CORNER OF THE TRACT OF LAND CONVEYED TO W.A. GREENLEAF BY DEED RECORDED DECEMBER 22, 1925 IN BOOK 619, PAGE 225 OF DEEDS; AND RUNNING THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID TRACT CONVEYED TO GREENLEAF, 174.60 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF THE LAND CONVEYED TO EVERETT C. HUNTER AND WIFE BY DEED RECORDED MAY 4, 1937 IN BOOK 881, PAGE 417 OF OFFICIAL RECORDS, BEING THE NORTHERLY EXTENSION OF THE WESTERLY LINE OF LOT 10 OF TRACT NO. 863, AS SHOWN ON A MAP RECORDED IN BOOK 26, PAGE 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE SOUTHERLY ALONG SAID EXTENDED LINE 114.08 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF SAID TRACT NO. 863; THENCE WESTERLY ALONG SAID NORTHERLY LINE 174.72 FEET, MORE OR LESS, TO THE CENTER LINE OF BRISTOL STREET; THENCE NORTHERLY ALONG SAID CENTER LINE 114.29 FEET TO THE POINT OF BEGINNING. APN:405- 252 -17 75B -8 r_,Wr_t•4:r T=1kT W STATEMENT OF VALUE AND SUMMARY OF THE BASIS FOR APPRAISAL Code of Civil Procedures § 1255.010(b) THE AMOUNT ESTABLISHED AS JUST COMPENSATION Government Code § 7267.2(a) OWNERSHIP Jesus Zambrano and Veronica Rosales - Zambrano, husband and wife as joint tenants, as to an undivided 38% interest, and Marcelino Rosales, a married man as his separate property as to an undivided 62% interest. The following is a Statement of Value and Summary of the Basis for Appraisal and the Amount that the client established as Just Compensation ( "Summary") required by the California Eminent Domain Law. The appraisal on which this summary is based was made in connection with establishing the amount of compensation as required by Code of Civil Procedure section 1255.010(b). The appraisal on which this summary is based was made in accordance with accepted appraisal principles, consistent with California Valuation Law. A statement and summary described the basis for the appraisal from which the client established compensation. There follows the Statement of Value and Summary of the Basis for Appraisal and the Amount Established as Just Compensation ( "Summary'): BASIS OF VALUATION The fair market value is based upon an appraisal prepared in accordance with accepted appraisal principles and methodologies. Code of Civil Procedure Section 1263.320 defines Fair Market Value as follows: (a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell, but under no particular or urgent necessity for so doing, nor obliged to sell; and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. (b) The fair market value of property taken for which there is no relevant comparable market is its value on the date of valuation as determined by any method of valuation that is just and equitable. Section 1263.330 provides that the fair market value shall not include an increase or decrease in the value attributable to the project for which the property is to be acquired. 75B -9 The property is being appraised for the possible full acquisition by the City of Santa Ana to assist in negotiations with the property owner for the possible full acquisition of the subject property as a part of the Bristol Street Widening Improvement Project. DESCRIPTION OF THE SUBJECT PROPERTY Ownership: Jesus Zambrano and Veronica Rosales - Zambrano, husband and wife as joint tenants, as to an undivided 38% interest, and Marcelino Rosales, a married man as his separate property as to an undivided 62% interest. Location: 1417 North Bristol Street, Santa Ana, California 92706 Assessor's Parcel No.: 405 - 252 -17 Date of Value: October 30, 2015 Property Rights Appraised: Fee simple Site Area: Approximately 7,698 square feet, or 0.1 8acre, according to the Assessor's Map Zoning: The parcel is zoned C -5 (arterial commercial), within the Bristol Street Corridor Specific Plan designated by the City of Santa Ana. Present Use: Highest and Best Use (As Vacant): Highest and Best Use (As Improved): Commercial Retail development Continue the existing use Improvements: According to information obtained from public records and verified by physical measurements of the building, the building has a gross building area of 1,306 square feet. It was originally constructed in 1944. Description of Acquisition: A full acquisition is proposed 75B -10 SALES COMPARISON APPROACH The estimated fair market value of the subject property is based on improved sales data for other properties with essentially the same utility and amenities. The subject property is located on a primary arterial street and the property benefits from good access and visibility. To analyze the value of the subject property, a search was conducted of the market area for similar improved office building sales. Very few transactions were found in Santa Ana. The search was expanded to surrounding areas and included small office buildings that sold throughout Orange County since January 2014, built before 1990 and between 1,000 and 10,000 square feet in size. Of the comparables discovered, the six most similar properties were chosen for comparison. The comparables reflect selling prices ranging from $370,000 to $600,000, which is approximately $293 to $417 per square foot of building area, or approximately $34 to $106 per square foot of land area. Office buildings of this size are primarily purchased for owner- occupancy whereby the fee simple interest is conveyed. The primary approach used in this market by owner -users is the sales comparison approach. As such, the sales comparison approach is developed to provide an indication of the fee simple market value. The comparable sales are analyzed using the price per square method, which is the typical basis used by buyers in this market. This unit of measure provides a reliable basis of comparison for the assignment. As a check to the reasonableness of the conclusion price per square foot of land area is also reviewed. Adjustments are considered for transactional differences as well as for physical differences between the subject property and comparables. Included on the following pages is a Comparable Improved Sales Summary. 75B -11 75B-1 75B -12 kn S s soa Ji Fp° ' SP eo g g8 3z ° °pP o oaf ° °� Z ZZ Pi N� a& CX Y Y� K KD �Ha ` `h� n n 5 n n�° a a Nbi w we�im � �Km Go'uaf Y b a� X X b° � 19 A�� a app,�sV 4 � a, 75B -12 Conclusion After adjustments for market conditions, the comparables establish a fair market value range for the subject property between $316 and $423 per square foot as shown in the following table. Comparable No. 4 is superior at $423 per square foot, whereas Comparable No. 1 is inferior at $411. Based on the subject property's size, location and condition, a value between these two comparables appears reasonable for the subject property. Indicated Values Comparable Overall Indicated $ /SF No. Comparability 4 Superior $423 Subject - - - -- $415 1 Inferior $411 5 Inferior $374 6 Inferior $340 2 Inferior $326 3 Inferior $316 A fair market value of $415 per square foot is concluded. Based on the preceding investigation and analysis, the fair market value of the subject property, as of October 30, 2015, is calculated as follows: INDICATED VALUE - SALES COMPARISON APPROACH 1,306 SF X $415 PSF = $541,990 ROUNDED $542,000 75B -13 HOT*] 11 W F-11 04 • 707TOI The subject property is an owner - occupied, single - family residence which has been converted and utilized as a medical office building. As such, the fee simple value is analyzed using market rent and expenses. Market Rent Analysis A survey of Santa Ana and the surrounding cities for recently executed leases and asking rents for office space ranging from 500 to 10,000 square feet in size is used in the analysis. The important factors considered during selection of the comparables include location, building area, visibility and access. The search focused on properties with arterial street visibility, but data for such properties was found to be somewhat limited; however, sufficient data was available to estimate a market rental rate for the subject property. The survey properties indicate that rents are written on a triple -net, modified gross, and full service gross basis. For valuation purposes, a triple -net basis will be utilized. For triple -net leases, the tenants pay operating expenses such as property taxes, insurance, tenant utilities and janitorial, common area maintenance and utilities, building repairs and maintenance, security, parking and sometimes management (or a portion of management). These expenses are normally recouped by the landlord in the form of an expense reimbursement charge. The landlord is still responsible for non - reimbursed management (collecting the check and watching over the property) miscellaneous expenses such as those incurred between tenancy, accounting, legal, miscellaneous and replacement of short -lived items such as the roof, air - conditioning units and exterior walls, if applicable. Based on the review of the rental data and after consideration for differing property characteristics, it is concluded that a rental rate of $1.80 per square foot per month, triple -net, for the subject property is reasonable for the analysis and is used in the direct capitalization analysis. The estimated market income for the subject property is calculated in the following table: CONCLUDED MARKET RENT Building Market Rent /SF Market Annual Market Size Mo. Rent /Mo. Rent 1,214 SF $1.80 $2,185 $26,222 75B -14 Vacancy and Collection Loss Small office buildings are most frequently purchased for owner - occupancy and are analyzed using the sales comparison approach, with values calculated assuming no vacancy or collection loss. However, from the perspective of an investor, a stabilized vacancy and collection loss within the historical range is usually applied, assuming a five- to 10 -year holding period. An estimated stabilized vacancy and collection loss of 3% is considered appropriate for the direct capitalization analysis. Expense Analysis The subject property is an owner -user office building. Typically, leases for similar buildings in this market are written on a triple -net lease basis, where the tenant is responsible for operating expenses for the property including: taxes, insurance, utilities, common area maintenance, building repairs and maintenance. The owner is responsible for management, miscellaneous expenses, and administrative costs. The capital value analysis has been analyzed on a typical triple -net basis. Overall Capitalization Rate A review of sales and listings of office properties found that reported OARs reflect rates from 4.00% to 5.87 %. These sales are considered the best evidence of an appropriate capitalization rate for the subject property. 75B -15 DI RECT CAPI TAU ZATI ON ANALYST S Office Building 1417 N. Bristol Street Santa Ana, California INCOME: Rental Income Annual Market Pental Income Monthly Rental Income $1.80 P3F x 12 Months $28,210 Total Leaseable Area 1,306 SIF Total Potential Grosslncome $28,210 Vacancy 3% $846 Effective Gross Income $27,363 REIMBURSABLE EXPENSES: $ /SF Management 2.0% ($0.42) ($547) Puserves (Pa= 01311 Total Fb mbursable Expenses ($0.52) ($678) Net Operating Income $26,685 Capitalization Rate 5.00 ° / Indicated Value at Market Pent $533,709 "Difference may be due to rounding. Income Approach Conclusion The direct capitalization analysis and resulting indication of market value via the income approach is shown on the following page. The indicated fair market value, as of October 30, 2015, is as follows: INDICATED VALUE - INCOME APPROACH $534,000 75B -16 ONCLUSION OF VALUE The approaches most often relied on by buyers of this type of property have been developed. Thus, the sales comparison approach is developed as the primary value indicator. The cost and income approaches are rarely considered by buyers in this market and are less reliable than the sales comparison approach as the typical buyer of the subject property would be an owner - occupant. There are limited investor sales with reported overall capitalization rate data in this building market segment and data for signed leases is of limited quantity and quality. The income approach has been developed, but is given less weight in the final conclusion of value. The cost approach is rarely used by buyers in this market and does not tend to produce reliable valuation results; the cost approach has not been developed. APPRAISAL CONCLUSION Considering the data and analyses presented, the opinion has been formed that as of October 30, 2015, the fair market value of the subject property is: INDICATED VALUE Sales Comparison Approach $542,000 Income Approach $534,000 Reconciled Value (Rounded) $542,000 75B -17 FIN 0r_T.3:i•AL4►ro APN: 405 - 252 -17 SUMMARY STATEMENT ACCOMPANYING OFFER RELATING TO ACQUISITION PROCEDURES FOR PURCHASE OF REAL PROPERTY OR AN INTEREST THEREIN You are entitled to receive full payment prior to vacating the real property being purchased unless you have heretofore waived such entitlement. You are not required to pay recording fees, transfer taxes, or the pro rata portion of real property taxes which are allocable to any period subsequent to the passage of title or possession. 1. The holders of liens, deeds of trust or other security interests in your property and /or any leases or tenants of your property may be entitled to all or a portion of the consideration to be paid by the City of Santa Ana ( "City ") for your property in accordance with the particular contract(s) existing between you and the lien holder or lessee /tenant. 2. All buildings, structures, and other improvements affixed to the land described in the reference documents covering this transaction and owned by the grantor herein or, if applicable, owned by you as a tenant are not being conveyed unless other disposition of these improvements has been made. The interest acquired is fee title. 3. The amount determined to be just compensation was determined after consideration of an appraisal of the fair market value of the Parcel. The basis for the amount determined to be just compensation is summarized on the attached Appraisal Summary Statement (Statement of Just Compensation) and the amount of the Purchase Price: a. Is the full amount believed by the City to be just compensation for the property taken; b. Is not less than the approved appraisal of the fair market value of the property as improved; c. Disregards any decrease or increase in the fair market value of the public improvement for which the property is to be acquired for such public improvement, other than that due to physical deterioration within the reasonable control of the owner or occupant; and 75B -18 ATTACHMENT APN: 405 - 252 -17 Page 2 d. Reflects the definition of "fair market value" as defined in Eminent Domain Law (California Code of Civil Procedure Section 1263.320) which is "the highest price on the date of valuation that would be agreed to by a seller being willing to sell but under no particular or urgent necessity for doing so, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other will full knowledge of all the uses and purposes for which the property is reasonably adaptable and available." e. Does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which the owner is entitled to receive under an agreement with the public entity. 4. If you ultimately elect to reject the offer made by the City of Santa Ana for your property, you are entitled to have the amount of compensation determined by a court of law in accordance with the laws of the State of California. 75B -19 75B -20 JXS/3/15/16 RESOLUTION NO, 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FINDING AND DETERMINING THAT THE PUBLIC INTEREST, CONVENIENCE AND NECESSITY REQUIRE THE ACQUISITION OF CERTAIN REAL PROPERTY LOCATED WITHIN THE CITY OF SANTA ANA LOCATED AT 1417 N. BRISTOL STREET (APN 405 - 252 -17) 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 on March 15, 2016, after written notice duly provided to all those claiming ownership, including the owners of the properties described hereafter, as they appeared on the last equalized County assessment roll, held a hearing pursuant to Code of Civil Procedure section 1245.235 for the purpose of allowing the owners thereof a reasonable opportunity to be heard on the following matters: A. Whether the public interest or necessity requires the project; B. Whether the project is planned or located in a manner which is most compatible with the greatest public good and the least private injury; C. Whether the property proposed to be acquired is necessary for the project; D, Whether the offer required by Government Code section 7267.2(a), together with the accompanying statement and summary of the basis for the amount established as just compensation, was actually made and whether said offer and statement /summary contained all of the factual information required by Government Code section 7267.2(a), E. Whether the City has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property described herein, as well as any other matter regarding the right to take said property by eminent domain; and Whether the City has statutory authority to acquire the property by eminent domain. Section 2. The City Council has, as a result of its consideration and the evidence presented at the hearings on this matter, and in accordance with the California Environmental Quality Act ( "CEQA ") and the State CEQA Guidelines, determined that the proposed project has been adequately evaluated in the previously prepared Environmental Impact Repo WEnvironmental Impact Statement EIR No. 89 -01 and all Resolution No. 2016 - Page 1 of 5 75B -21 subsequent addenda. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. On the basis of this review, the City Council finds that there is no evidence from which it can be fairly argued that the Project will have a significant adverse effect on the environment. Section 3. Pursuant to Title XIV, California Code of Regulations ( "OCR ") § 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code § 711.2 and Title XIV, CCR § 735.5(a)(3), the payment of Fish and Game Department filing fees is not required in conjunction with this project. Section 4. The City of Santa Ana ( "the City "), as a result of said hearing, has determined that the public interest and necessity require the proposed project and that the proposed project is planned or located in a manner that will be the most compatible with the greatest public good and least private Injury and that the public interest, necessity, health, safety and welfare require the acquisition by the City of Santa Ana of the certain real property located at 1417 N. BRISTOL STREET (APN 405- 252 -17) in the City of Santa Ana, California ( "the "Property"). The Property is situated in the City of Santa Ana, County of Orange, State of California, and more particularly described in Exhibit "A" which is attached hereto and incorporated herein by reference and made a part hereof as though fully set forth herein, for the public purposes hereafter set forth. Section 5, The City hereby finds, determines and declares that the public interest, convenience and necessity require the acquisition by said City of the Property described in Section 4 above, including any and all leaseholds and related improvements for the purposes of the Phase IIIB of the Bristol Street Widening Project ( "the Project'). The location of the Project is between Washington Avenue and Seventeenth Street for the widening of Bristol Street. Included in the project will be street pave -out, and the installation of concrete curbs, gutters, and sidewalks in a manner which will be most compatible to the greatest public good and the least private injury. Section 6. The taking of the interest in said Property as described in Section 4 above is necessary for the public right of way and is authorized by Section 19 of Article I of the California Constitution, Section 200 of the Santa Ana Charter, Santa Ana Municipal Code § 41 -781; California Code of Civil Procedure section 1240.010,1240.110; California Government Code sections 37350.5 and 40404; California Streets and Highways Code sections 5101, 5101.5, 5102, and other applicable law. Resolution No. 2016 - Page 2 of 5 75B -22 JXS1311 5115 Section 7. The offer required by Government Code section 7267.2 was made to the appropriate party or parties with respect to the Property on or about October 1, 2018, an updated offer on June 16, 2014 and an additional updated offer on November 16, 2015. Section 8. The City hereby declares that it is the intention of the City of Santa Ana to acquire in its name, in accordance with the provisions of the laws of the State of California with reference to condemnation procedures, all interests in and to said Property described in Section 4 above. Section 9. That if any of the Property described in Section 4 above has been appropriated for some public use, the public use to which it is to be applied and taken under this proceeding is a more necessary and paramount public use. Section 10. Said Property described in Section 4 above is located within the City of Santa Ana, County of Orange, State of California, and is more particularly described in Section 4 hereof. Section 11. The City of Santa Ana is authorized to acquire by eminent domain as provided in the California Code of Civil Procedure. Section 12, The City Attorney is hereby authorized and directed to prepare, institute and prosecute in the name of the City such proceedings, in the proper court having jurisdiction thereof, as may be necessary for the acquisition of the interests in said Property described in Section 4 above. The City Attorney is also authorized and directed to obtain a necessary order of immediate possession and occupancy of said Property, at the discretion of the City Attorney. Section 13. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2016. APPROVED AS TO FORM: Sonia A. Carvalho, City Attorney Assistant Miguel A. Pulido Mayor 75B -23 Resolution No, 2016- Page 3 of 5 AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016- 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. 2016 - Page 4 of 5 75B -24 JXS/3/15/16 EXHIBIT AWJ LEGAL DESCRIPTION - THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTAANA, AND IS DESCRIBED AS FOLLOWS; THE SOUTH HALF OF THE FOLLOWWG; BEGINNING AT A POINT IN THE CENTER LINE OF BRISTOL STREET DISTANT 9i$.40 FEET ' SOUTHERLY FROM 111E COMMON CORNER OF SECTIONS 1, 2, 11 AND 12, TOWNSI4IP 5 SOUTH, RANGE 10 WEST, SE-DA M„ SAID POINT BEING THE SOUTHWEST CORNER OF THE TRACT OF LAND CONVEYED TO W.A. GREENLEAF BY DEED RECORDED DECEMBER 22, 1925 IN BOOK 619, PAGE 225 OF DEEDS; AND RUNNING THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID TRACT CONVEYED TO GREENLEAP, 179.60 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF THE LAND CONVEYED TO EVERETT C. HUNTER AND WIFE BY GEED RECORDED MAY 4, OW IN BOOK 861, PAGE 417 OF OFFICIAL RECORDS, BEING THE NORTHERLY EXTEPJSION OP THE WESTERLY LINE OF LOT 10 OF TRACT N0, 063, AS SHOWN ON A MAP RECORDED IN BOOK 26, PAGE 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE SOUTHERLY ALONG SAID EXTENDBD UNE 114.00 FEET, MORE OR LESS, TO THE NORTHERLY LINE OF SAID TRACT 140.863; T ASHI WESTERLY ALONG SAID NORTHERLY LINE 174.72 FEET, MORE OR LESS, TO 71IECENTER LING OF BRISTOL STREFTI 'THENCE NORTHERLY ALONG SAID CENTER LINE 114.29 FEET TO THE POINTOF EEGtNNING. APN; 4aS- aSZ•17 ____-_ - .............._. J Resolution No. 2016- Page 5 of 5 75B -25 75B -26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: PUBLIC HEARING — RESOLUTION AUTHORIZING CONDEMNATION OF REAL PROPERTY AT 1607 NORTH BRISTOL STREET FOR BRISTOL STREET IMPROVEMENTS (PROJECT NO. 116740) (NONGENERAL FUND) (STRATEGI PLA CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended © As Amended © Ordinance on 1' Reading El Ordinance on 2 " Reading © Implementing Resolution ® Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution authorizing the condemnation of the entire real property located at 1607 North Bristol Street (APN 405 - 252 -22) declaring the public necessity and interest therefore, and approve the transfer of funds in the amount of $631,435 to the State Treasurer's Office Condemnation Deposits Fund. DISCUSSION Bristol Street is a major north -south transportation facility which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that will be constructed in several phases. Improvements include widening the street from two to three lanes in each direction, and installing raised landscape medians and bike lanes. Public Works Agency staff is acquiring properties for the development of Phase IIIB, bounded by Washington Avenue and Seventeenth Street, and expects to complete the acquisition process by spring 2017. Construction is anticipated to begin in summer 2017. To accommodate these improvements, acquisition of the entire parcel at 1607 North Bristol Street is required (Exhibit 1). The Public Works Agency has made a diligent effort to negotiate with the property owners and their representatives for the past 27 months. A good faith offer was made on November 16, 2015, in the amount of $631,435 (Exhibit 2). Furthermore, Public Works staff has been working closely with the representatives of the property owners and the City's Planning Division to facilitate potential relocation within the project segment. The Public Works Agency will continue to make every effort to reach a settlement with the property owners. However, to maintain the Bristol Street Improvements project schedule and meet the funding requirement to commence construction in summer 2017, staff is requesting adoption of a Resolution of Necessity (Exhibit 3) and initiation of condemnation proceedings while negotiations continue. 75C -1 Public Hearing & Resolution Authorizing Condemnation of Real Property for 1607 North Bristol Street March 15, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase IIIB, which encompasses the area between Washington Avenue and Seventeenth Street, an Addendum to the FEIS /EIR was prepared and adopted by City Council on June 3, 2014, pursuant to the California Environmental Quality Act. FISCAL IMPACT Funds are appropriated in the Bristol Street Improvements Project (No. 116740); $157,858.75 in the Select Street Construction Fund (Account No. 05917661 - 66220), and $473,576.25 in the Measure M2 Street Construction Fund (Account No. 03217662 - 66220) for transfer to the State Treasurer's Office Condemnation Deposits Fund in FY 2015 -2016. v,� —,VwL.4- or Fred Mousavipour Executive Director Public Works Agency FM /EW G /KN Exhibits: 1. Location Map 2. Offer Letter 3. Resolution of Necessity APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 75C -2 4 WTS ) 18TH STREET 17TH STREET 405- 252-21 MATCHLINE SEE TOP RIGHT LEGEND :UB,E ' WFyPE^l'1' e LLJ lJ W W e i � � a w 1 u 0 Q 9 z ¢ f � a�5 zC�'L'3 m 1607aa � 405- 252-21 MATCHLINE SEE TOP RIGHT LEGEND :UB,E ' WFyPE^l'1' LLJ lJ — �i'Sll3g�EG' R;i�n'�W f','i5 SANTA ANA CITY COUNCIL ARH 15 O6 u MC PWLis .auks AUNCY MATCHLINE SEE BOTTOM LEFT WASHINGTON AVENUE I F T T- EXHIBIT 1 PUBLIC HEARING - RESOLUTION AUTHORIZING CONDEMNATION OF REAL PROPERTY AT 1607 NORTH IRISTOL STREET FOR BRISTOL STREET IMPROVEMENTS (PROJECT NO. 116740) (NONGENERAL FUND) (STRATEGIC PLAN NO. 6,1,G AND 3,2,C) 75C -3 75C -4 City of Santa Ana RECEIPT OF OFFER PACKAGE Bristol Street Widening -Washington Avenue to Seventeenth Street Parcel File No. 405 - 252 -22 Owner(s) of Record: Additional Owner (s) of Record: Property Address: JERONIMO CHAVEZ AND GUADALUPE CHAVEZ, HUSBAND AND WIFE AS JOINT TENANTS 1607 N. Bristol Street Santa Ana, CA This is to acknowledge receipt of the offer package containing the following items: Updated Offer letter dated November 16, 2015 which includes: • Property Legal Description (Attachment 1) • Statement of Just Compensation (Attachment 2) • Summary Explanation Statement (Attachment 3) City of Santa Ana Handbook on Acquisition Jeronimo Chavez Guadalupe Chavez Exhibit 2 75C -5 Date Date MAYOR Miguel A. Pulido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Reyna Sal Tinajero November 16, 2015 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza M -36 . P.O. Box 1988 M -36 Santa Ana, California 92702 w .santa- ana.oro Jeronimo Chavez & Guadalupe Chavez 1607 N. Bristol Santa Ana, CA 92706 SUBJECT: UPDATED OFFER TO ACQUIRE PROPERTY AT: 1429 N. BRISTOL STREET, SANTA ANA, CA APN: 405 - 252 -22 Dear Mr. and Mrs. Chavez: CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Via Certified Mail The City of Santa Ana ( "City') is proceeding with its plans to construct Phase IIIB of the Bristol Street Improvements and Widening Project between Washington Avenue and Seventeenth Street. The City obtained a preliminary title report that lists Jeronimo Chavez and Guadalupe Chavez, husband and wife as joint tenants. The City seeks to acquire the property located at the above - mentioned address, which consists of the underlying real property as described in Attachment 1. The area to be acquired is referred to herein as the "Property ". No final determination has been made as to the ownership of the Property. This offer is contingent upon presentation of conclusive evidence of title. If more than one person has an interest in the Property that the City is seeking to acquire, all parties with such interest must accept this offer. As you know, the City had your Property appraised by certified appraisers for the real estate as well as improvements pertaining to the realty to determine its fair market value. The appraisals were conducted in accordance with commonly accepted appraisal standards and included consideration of the highest and best use of the land. Based on the appraisals, the City offers you $620,000 for the real estate and $11,435 for Improvements Pertaining to Realty IPR) for a total compensation of $631,435. The basis for this offer is explained more thoroughly in the attachments to this letter that are made a part of this offer by reference. This offer is conditional upon the City Council ratifying this offer by a formal action taken at a regular public meeting authorizing the execution of a Purchase and Sale Agreement or adopting a Resolution of Necessity, or both. 75C -6 1607 N. Bristol Street November 16, 2015 Page 2 If you are not satisfied with the City's offer, you are encouraged to present to us any material you believe to be relevant to the value of the Property, which material will be carefully considered by the City. If, in the City's opinion, the additional information warrants a change in the offer, the City's offer will be adjusted accordingly. If a voluntary agreement cannot be reached, the City may consider formal condemnation proceedings against the Property through its power of eminent domain or abandon its intention to acquire the Property, giving proper notice to you in either event. The City has made no decision to exercise its power of eminent domain to acquire the Property and can only do so after it holds a hearing, at which all affected Property owners have had an opportunity to appear and be heard. The Purchase Price is the full amount established by the appraisal as the fair market value of the Property and the just compensation for such acquisition. A written statement and a summary of the basis for the amount established as the Purchase Price is set forth in the attached Statement of Just Compensation, identified as Attachment 2. The California Relocation Assistance and Real Property Acquisition Guidelines provide that each Owner from whom the City purchases real property or an interest therein, or each tenant owning improvements on said Property, be provided with information relating to the acquisition procedures pursuant to the Government Code, Paragraph 7267.2(a). This information is provided in Attachment 3. Please also be advised that under Code of Civil Procedure Section 1263.025, the City of Santa Ana will reimburse an owner of property, up to the amount of $5,000 for the owner to secure an independent appraisal of property subject to a potential acquisition. Per our records you have requested and received the $5,000 for preparation of the appraisal report for your property. Please let us know prior to November 30, 2015 if the City's offer is acceptable. A written agreement concerning the acquisition of the Property will be provided to you for your review and approval. If for any reason you should see fit not to accept the City's offer, please be advised that this letter, the offer made herein, the enclosed summary statements, and all matters stated herein are made under the provisions of California Evidence Code § §1152 and 1154 and shall not be admissible in evidence in any eminent domain proceeding which may subsequently be instituted for acquisition of the Property, or in any other action. If you need additional information, please call me at (714) 647 -5664. Sincerely, Jason Gabriel Principal Civil Engineer 75C -7 ATTACHMENT IXrL147:6161 71ii[e7i THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE LAND ALLOTTED TO JACOB ROSS IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "B" OF JUDGEMENTS OF THE 17TH JUDICIAL DISTRICT COURT OF CORPORATION, IN THE CITY OF SANTA ANA, AS DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE SOUTH 6 ACRES OF A TRACT OF LAND DESCRIBED AS COMMENCING AT THE CORNER COMMON TO SECTIONS 1, 2, 11 AND 12, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, CITY OF SANTA ANA; RUNNING THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 12, 10 CHAINS; THENCE EAST 10.59 CHAINS; THENCE NORTH 10 CHAINS; THENCE WEST 10.59 CHAINS TO THE POINT OF COMMENCEMENT; SAID POINT OF BEGINNING BEING A DISTANT 285.74 FEET, MORE OR LESS, SOUTHERLY FROM SAID CORNER COMMON TO SECTIONS 1, 2, 11 AND 12; RUNNING THENCE FROM SAID POINT OF BEGINNING EASTERLY ALONG THE NORTHERLY LINE OF SAID 6 ACRE TRACT 174.62 FEET; THENCE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID SECTION 12, 100 FEET; THENCE WESTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID 6-ACRE TRACT, 174.62 FEET TO THE WESTERLY LINE OF SAID SECTION 12; THENCE NORTHERLY ALONG SAID WESTERLY LINE 100 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE NORTHERLY 50.00 FEET THEREOF. ALSO EXCEPT THEREFROM A STRIP OF LAND 30 FEET WIDE OFF THE WEST OF SAID LAND, NOW INCLUDED IN BRISTOL STREET, SAID LAND IS ALSO SHOWN AS PARCEL 3 ON LICENSED SURVEYOR'S MAP RECORDED IN BOOK 3, PAGE 12 OF RECORDS OF SURVEY. APN: 405 - 252 -22 75C -8 ATTACHMENT 2 STATEMENT OF VALUE AND SUMMARY OF THE BASIS FOR APPRAISAL Code of Civil Procedures § 1255.010(b) THE AMOUNT ESTABLISHED AS JUST COMPENSATION Government Code § 7267.2(a) OWNERSHIP Jeronimo Chavez and Guadalupe Chavez, husband and wife as joint tenants The following is a Statement of Value and Summary of the Basis for Appraisal and the Amount that the client established as Just Compensation ( "Summary") required by the California Eminent Domain Law. The appraisal on which this summary is based was made in connection with establishing the amount of compensation as required by Code of Civil Procedure section 1255.010(b). The appraisal on which this summary is based was made in accordance with accepted appraisal principles, consistent with California Valuation Law. A statement and summary described the basis for the appraisal from which the client established compensation. There follows the Statement of Value and Summary of the Basis for Appraisal and the Amount Established as Just Compensation ( "Summary "): BASIS OF VALUATION The fair market value is based upon an appraisal prepared in accordance with accepted appraisal principles and methodologies. Code of Civil Procedure Section 1263.320 defines Fair Market Value as follows: (a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell, but under no particular or urgent necessity for so doing, nor obliged to sell; and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. (b) The fair market value of property taken for which there is no relevant comparable market is its value on the date of valuation as determined by any method of valuation that is just and equitable. Section 1263.330 provides that the fair market value shall not include an increase or decrease in the value attributable to the project for which the property is to be acquired. The property is being appraised for the possible full acquisition by the City of Santa Ana to assist in negotiations with the property owner for the possible full acquisition of the subject property as a part of the Bristol Street Widening Improvement Project. 75C -9 DESCRIPTION OF THE SUBJECT PROPERTY Ownership: Jeronimo Chavez and Guadalupe Chavez, husband and wife as joint tenants Location: 1607 North Bristol Street, Santa Ana, California 92706 Assessor's Parcel No.: 405 - 252 -22 Date of Value: October 30, 2015 Property Rights Appraised:Fee simple Site Area: Approximately 6,731 square feet, or 0.15 acre, according to the Assessor's Map Zoning: The parcel is zoned C -5 (arterial commercial), within the Bristol Street Corridor Specific Plan designated by the City of Santa Ana. Present Use: Highest and Best Use (As Vacant): Highest and Best Use (As Improved): Commercial Retail development Continue the existing use Improvements: According to information obtained from public records and verified by physical measurements of the building, the building has a gross building area of 1,491 square feet. It was originally constructed in 1926. Description of Acquisition: A full acquisition is proposed 75C -10 SALES COMPARISON APPROACH The estimated fair market value of the subject property is based on improved sales data for other properties with essentially the same utility and amenities. The subject property is located on a primary arterial street and the property benefits from good access and visibility. To analyze the value of the subject property, a search was conducted of the market area for similar improved office building sales. Very few transactions were found in Santa Ana. The search was expanded to surrounding areas and included small office buildings that sold throughout Orange County since January 2014, built before 1990 and between 1,000 and 10,000 square feet in size. Of the comparables discovered, the six most similar properties were chosen for comparison. The comparables reflect selling prices ranging from $370,000 to $600,000, which is approximately $293 to $417 per square foot of building area, or approximately $34 to $106 per square foot of land area. Office buildings of this size are primarily purchased for owner - occupancy whereby the fee simple interest is conveyed. The primary approach used in this market by owner -users is the sales comparison approach. As such, the sales comparison approach is developed to provide an indication of the fee simple market value. The comparable sales are analyzed using the price per square method, which is the typical basis used by buyers in this market. This unit of measure provides a reliable basis of comparison for the assignment. As a check to the reasonableness of the conclusion price per square foot of land area is also reviewed. Adjustments are considered for transactional differences as well as for physical differences between the subject property and comparables. Included on the following page is a Comparable Improved Sales Summary. 75C -11 Conclusion 75C -12 ` m o y� v tptp-- y�y ry rv� C 6 tl 6 bG N ci � m W T'o � Z,u z9 �' F ci iL� m T•8a cKl t� R �O VV S OE3.VV Conclusion 75C -12 After adjustments for market conditions, the comparables establish a fair market value range for the subject property between $316 and $423 per square foot as shown in the following table. Comparable No. 4 is superior at $423 per square foot, whereas Comparable No. 1 is inferior at $411. Based on the subject property's size, location and condition, a value between these two comparables appears reasonable for the subject property. 75C -13 Indicated Values Comparable Overall Indicated $ /SF No. Comparability 4 Superior $423 Subject - - - -- $415 1 Inferior $411 5 Inferior $374 6 Inferior $340 2 Inferior $326 3 Inferior $316 A fair market value of $415 per square foot is concluded. Based on the preceding investigation and analysis, the fair market value of the subject property, as of October 30, 2015, is calculated as follows: INDICATED VALUE - SALES COMPARISON APPROACH 1,491 SF X $415 PSF = $618,765 ROUNDED $620,000 75C -13 INCOME APPROACH The subject property is an owner- occupied, single - family residence which has been converted and utilized as aN office building. As such, the fee simple value is analyzed using market rent and expenses. Market Rent Analysis A survey of Santa Ana and the surrounding cities for recently executed leases and asking rents for office space ranging from 500 to 10,000 square feet in size is used in the analysis. The important factors considered during selection of the comparables include location, building area, visibility and access. The search focused on properties with arterial street visibility, but data for such properties was found to be somewhat limited; however, sufficient data was available to estimate a market rental rate for the subject property. The survey properties indicate that rents are written on a triple -net, modified gross, and full service gross basis. For valuation purposes, a triple -net basis will be utilized. For triple -net leases, the tenants pay operating expenses such as property taxes, insurance, tenant utilities and janitorial, common area maintenance and utilities, building repairs and maintenance, security, parking and sometimes management (or a portion of management). These expenses are normally recouped by the landlord in the form of an expense reimbursement charge. The landlord is still responsible for non - reimbursed management (collecting the check and watching over the property) miscellaneous expenses such as those incurred between tenancy, accounting, legal, miscellaneous and replacement of short -lived items such as the roof, air - conditioning units and exterior walls, if applicable. Based on the review of the rental data and after consideration for differing property characteristics, it is concluded that a rental rate of $1.80 per square foot per month, triple -net, for the subject property is reasonable for the analysis and is used in the direct capitalization analysis. The estimated market income for the subject property is calculated in the following table: CONCLUDED MARKET RENT Building Market Rent /SF Market Annual Market Size Mo. Rent /Mo. Rent 1,214 SF $1.80 $2,185 $26,222 Vacancy and Collection Loss Small office buildings are most frequently purchased for owner - occupancy and are analyzed using the sales comparison approach, with values calculated assuming no vacancy or collection loss. However, from the perspective of an investor, a 75C -14 stabilized vacancy and collection loss within the historical range is usually applied, assuming a five- to 10 -year holding period. An estimated stabilized vacancy and collection loss of 3% is considered appropriate for the direct capitalization analysis. Expense Analysis The subject property is an owner -user office building. Typically, leases for similar buildings in this market are written on a triple -net lease basis, where the tenant is responsible for operating expenses for the property including: taxes, insurance, utilities, common area maintenance, building repairs and maintenance. The owner is responsible for management, miscellaneous expenses, and administrative costs. The capital value analysis has been analyzed on a typical triple -net basis. Overall Capitalization Rate A review of sales and listings of office properties found that reported OARs reflect rates from 4.00% to 5.87 %. These sales are considered the best evidence of an appropriate capitalization rate for the subject property. 75C -15 DIRECT CAPITALIZATION ANALYSIS Office Building 1607 N. Bristol Street Santa Ana, California INCOME: Rental Income Market rental Income Monthly Fbntal Income $1.80 P3F x Total L.easeableArea 1,491 SF Total Potential Gross Income Vacancy 3% Effective Goss Income Management 2.0% Raserves Total Fbmbursable Expenses Net Operating Income Capitalization Rate Value at Market lent *Difference may be due to rounding. Income Approach Conclusion $ /SF ($0.42) /.9',0.1()1 ($0.52) Annual 12 Months $32,206 $31,239 ($625) (9 1491 ($774) ($774 $30,466 5.00° $609,311 The direct capitalization analysis and resulting indication of market value via the income approach is shown on the following page. The indicated fair market value, as of October 30, 2015, is as follows: INDICATED VALUE - INCOME APPROACH $610,000 CONCLUSION OF VALUE The approaches most often relied on by buyers of this type of property have been developed. Thus, the sales comparison approach is developed as the primary value indicator. The cost and income approaches are rarely considered by buyers in 75C -16 this market and are less reliable than the sales comparison approach as the typical buyer of the subject property would be an owner - occupant. There are limited investor sales with reported overall capitalization rate data in this building market segment and data for signed leases is of limited quantity and quality. The income approach has been developed, but is given less weight in the final conclusion of value. The cost approach is rarely used by buyers in this market and does not tend to produce reliable valuation results; the cost approach has not been developed. APPRAISAL CONCLUSION Considering the data and analyses presented, the opinion has been formed that as of October 30, 2015, the fair market value of the subject property is: INDICATED VALUE Sales Comparison Approach $620,000 Income Approach $610,000 Reconciled Value (Rounded) $620,000 75C -17 ATTACHMENT APN: 405 - 252 -22 SUMMARY STATEMENT ACCOMPANYING OFFER RELATING TO ACQUISITION PROCEDURES FOR PURCHASE OF REAL PROPERTY OR AN INTEREST THEREIN You are entitled to receive full payment prior to vacating the real property being purchased unless you have heretofore waived such entitlement. You are not required to pay recording fees, transfer taxes, or the pro rata portion of real property taxes which are allocable to any period subsequent to the passage of title or possession. 1. The holders of liens, deeds of trust or other security interests in your property and /or any leases or tenants of your property may be entitled to all or a portion of the consideration to be paid by the City of Santa Ana ( "City ") for your property in accordance with the particular contract(s) existing between you and the lien holder or lessee /tenant. 2. All buildings, structures, and other improvements affixed to the land described in the reference documents covering this transaction and owned by the grantor herein or, if applicable, owned by you as a tenant are not being conveyed unless other disposition of these improvements has been made. The interest acquired is fee title. 3. The amount determined to be just compensation was determined after consideration of an appraisal of the fair market value of the Parcel. The basis for the amount determined to be just compensation is summarized on the attached Appraisal Summary Statement (Statement of Just Compensation) and the amount of the Purchase Price: a. Is the full amount believed by the City to be just compensation for the property taken; b. Is not less than the approved appraisal of the fair market value of the property as improved; c. Disregards any decrease or increase in the fair market value of the public improvement for which the property is to be acquired for such public improvement, other than that due to physical deterioration within the reasonable control of the owner or occupant; and d. Reflects the definition of "fair market value" as defined in Eminent Domain Law (California Code of Civil Procedure Section 1263.320) which is "the highest price on the date of valuation that would be agreed to by a seller being willing to sell but under no particular or urgent necessity for doing so, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other will full knowledge of all the uses and purposes for which the property is reasonably adaptable and available." 75C -18 Page 2 APN: 405 - 252 -22 e. Does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which the owner is entitled to receive under an agreement with the public entity. 4. If you ultimately elect to reject the offer made by the City of Santa Ana for your property, you are entitled to have the amount of compensation determined by a court of law in accordance with the laws of the State of California. 75C -19 75C -20 JXS/3/15/16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA - - - FINDING' -- AND- --DETERMINING--THAT--THE- -PUBLIC- INTEREST, CONVENIENCE AND NECESSITY REQUIRE THE ACQUISITION OF CERTAIN REAL PROPERTY LOCATED WITHIN THE CITY OF SANTA ANA LOCATED AT 1607 N. BRISTOL STREET (APN 405- 252 -22) 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 on March 15, 2016, after written notice duly provided to all those claiming ownership, including the owners of the properties described hereafter, as they appeared on the last equalized County assessment roll, held a hearing pursuant to Code of Civil Procedure section 1245.235 for the purpose of allowing the owners thereof a reasonable opportunity to be heard on the following matters: A. Whether the public interest or necessity requires the project; B. Whether the project is planned or located in a manner which is most compatible with the greatest public good and the least private injury; C. Whether the property proposed to be acquired is necessary for the project; D. Whether the offer required by Government Code section 7267.2(a), together with the accompanying statement and summary of the basis for the amount established as just compensation, was actually made and whether said offer and statement/summary contained all of the factual information required by Government Code section 7267.2(a); E. Whether the City has complied with all conditions and statutory requirements necessary to exercise the power of eminent domain to acquire the property described herein, as well as any other matter regarding the right to take said property by eminent domain; and F. Whether the City has statutory authority to acquire the property by eminent domain. Section 2. The City Council has, as a result of its consideration and the evidence presented at the hearings on this matter, and in accordance with the California Environmental Quality Act ( "CEQA') and the State CEQA Guidelines, determined that the proposed project has been adequately evaluated in the previously prepared Environmental Impact Report/Environmental Impact Statement EIR No. 89 -01 and all Resolution No. 2016 - Page 1 of 5 75C -21 subsequent addenda. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportatiorr�rrd_F��l�ral Hgflway- Atlr�iinistration in 2011: "" " -" - ____.__-- ___ —_ —_ "" _._ On the basis of this review, the City Council finds that there is no evidence from which it can be fairly argued that the Project will have a significant adverse effect on the environment. Section 3. Pursuant to Title XIV, California Code of Regulations ( "CCR ") § 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code § 711.2 and Title XIV, CCR § 735.5(a)(3), the payment of Fish and Game Department filing fees is not required in conjunction with this project. Section 4. The City of Santa Ana ( "the City "), as a result of said hearing, has determined that the public interest and necessity require the proposed project and that the proposed project is planned or located in a manner that will be the most compatible with the greatest public good and least private injury and that the public interest, necessity, health, safety and welfare require the acquisition by the City of Santa Ana of the certain real property located at 1607 N. BRISTOL STREET (APN 405- 252 -22) in the City of Santa Ana, California ( "the "Property "), The Property is situated in the City of Santa Ana, County of Orange, State of California, and more particularly described in Exhibit "A" which is attached hereto and incorporated herein by reference and made a part hereof as though fully set forth herein, for the public purposes hereafter set forth. Section 5, The City hereby finds, determines and declares that the public interest, convenience and necessity require the acquisition by said City of the Property described in Section 4 above, including any and all leaseholds and related improvements for the purposes of the Phase IIIB of the Bristol Street Widening Project ( "the Project'). The location of the Project is between Washington Avenue and Seventeenth Street for the widening of Bristol Street. Included in the project will be street pave -out, and the installation of concrete curbs, gutters, and sidewalks in a manner which will be most compatible to the greatest public good and the least private injury. Section 6. The taking of the interest in said Property as described in Section 4 above is necessary for the public right of way and is authorized by Section 19 of Article I of the California Constitution, Section 200 of the Santa Ana Charter, Santa Ana Municipal Code § 41 -781; California Code of Civil Procedure section 1240.010, 1240.110; California Government Code sections 37350.5 and 40404; California Streets and Highways Code sections 5101, 5101 .5, 5102, and other applicable law. Resolution No. 2016 - Page 2 of 5 75C -22 JXS/3115/16 Section 7. The offer required by Government Code section 7267.2 was made to the appropriate party or parties with respect to the Property on or about October 1, 2013, an updated offer on June 16, 2014 and an additional updated offer on November 16, 2015. Section 8. The City hereby declares that it is the intention of the City of Santa Ana to acquire in its name, in accordance with the provisions of the taws of the State of California with reference to condemnation procedures, all interests in and to said Property described in Section 4 above. Section 9. That if any of the Property described in Section 4 above has been appropriated for some public use, the public use to which it is to be applied and taken under this proceeding is a more necessary and paramount public use. Section 1 . Said Property described in Section 4 above is located within the City of Santa Ana, County of Orange, State of California, and is more particularly described in Section 4 hereof, Section 11. The City of Santa Ana is authorized to acquire by eminent domain as provided in the California Code of Civil Procedure. Section 12, The City Attorney is hereby authorized and directed to prepare, institute and prosecute in the name of the City such proceedings, in the proper court having jurisdiction thereof, as maybe necessary for the acquisition of the interests in said Property described in Section 4 above. The City Attorney is also authorized and directed to obtain a necessary order of immediate possession and occupancy of said Property, at the discretion of the City Attorney. Section 13. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of _ _ 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM; Sonia A. Carvalho, City Attorney By: S e Sandoval of Assistant City Attorney Resolution No, 2016- Page 3 of 5 75C -23 AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2016 - Page 4 of 5 Clerk of the Council City of Santa Ana 75C -24 Exhibit A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN 1S Sln,IATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS; THAT PORTION OF 7HE LAND ALLOTTED TO JACOB ROSS IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DC SAM'A ANA, RECORDED IN BOOK "E" OF JUDGEMENTS OFTH£ 17TH JUDICIAL DISTRICT COURT OF CORPORATION, IN THE CITY OF SANTA ANA, AS DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE SOUTH 6 ACRES Or TRACT OF LAND DESCRIBED AS COMMENCING AT THE CORNER COMMON TO SECTIONS 1, 2, 11 AND 12, TOWNSHIP 5 SOUTH. RANGE In WEST_ S4N A... oo n,nin —ne —.1 ---All —1 - ].J. ANU x::; KQNNINr 1 HENCE FROM SAID POINT OF BEGINNING EASTERLY ALONG THE NORTHERLY LINE OF SAID 6 ACRE TRACT 174.52 PEFTI TNENGE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID SECTION 12, 100 FEET) THCNCE WESTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID 4 -ACRE TRACT, 174.62 FEET TO THE WESTERLY LINE OF SAID SECTION 12; THENCE NORTHERLY ALONG SAID WESTERLY LINE 100 PEST TO THE POINT OF BEGINNING. EXCEPT THERFFROM THE NORTHERLY $0.00 PEETTHEREOF, ALSO EXCEPTTHEREFROM A STRIP OF LAND 30 FEET WIDE OFF TPIE WEST OF SAID LAND, NOW INCLUDED IN BRISTOL STREET. SAID IAND IS ALSO SHOWN AS PARCEL 3 OIN LICENSED SURVEYOR'S MAP RECORDED IN BOOK 3, PAGE 12 OF RECORDS OF SURVEY. APN: 405.252-22 75C -25 JXS/3/15/16 Resolution No, 2016- Page 5 of 5 75C -26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 15, 2016 TITLE: PUBLIC HEARING — FINAL ENVIRONMENTAL IMPACT REPORT NO. 2013 -01 AND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 1999 -01 FOR THE MATER DEI HIGH SCHOOL PARKING STRUCTURE AND SCHOOL EXPANSION PROJECT AT 1202 WEST EDINGER AVENUE — MATER DEI HIGH SCHOOL, APPLICANT (STRATEGIC PLAN 190.3,2) c. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution certifying Final Environmental Impact Report No. 2013 -01 and approve the Mitigation Monitoring Program and Statement of Overriding Considerations. 2. Adopt an ordinance approving the Amendment to Development Agreement No. 1999 -01 (DA No. 2015 -02) for the Mater Dei High School parking structure and school expansion project. PLANNING COMMISSION ACTION At its regular meeting on July 13, 2015 by a vote of 7:0, the Planning Commission recommended that the City Council adopt a resolution certifying Final Environmental Impact Report No. 2013 -01 and approve the Mitigation Monitoring Program and Statement of Overriding Considerations; and adopt an ordinance approving the Amendment to Development Agreement No. 1999 -01 (DA No. 2015 -02) for the Mater Dei High School parking structure and school expansion project at 1202 West Edinger Avenue located in the Open Space (0) zoning district. The Planning Commission made one modification to the mitigation measure pertaining to Noise (Measure N -1) that requires the school to notify all property owners within 1,000 feet of the site at least 30 days prior to the commencement of construction (Exhibit A). DISCUSSION Mater Dei High School is proposing to expand its campus and construct a new three - level, 990 - space parking structure and a 30,820 square -foot, two -story academic building with 32 classrooms on the school campus. With the addition of the classroom building and parking structure projects, the campus will ultimately contain a total of 267,146 square feet of building area and 1,396 on -site 75D -1 EIR No, 2013 -01 & Amendment to DA No, 1999 -01- Meter Del High School at 1202 West Edinger Avenue March 16, 2016 Page 2 parking spaces. To accommodate the parking structure, Mater Del is In the process of acquiring 19 single- family lots at the southeast section of the site. The purchase of the lots, in conjunction with the street vacations that will need to occur, will add an additional four acres to the school site, The parking structure and classroom buildings will be architecturally consistent with the other buildings found on the campus. The buildings will utilize split face block, cast -in -place concrete and metallic silver accents as exterior materials. Further, the color palette will include red and dark grey to match the color theme of the structures currently found on the campus. The perimeter of the parking structure will incorporate an extensive amount of landscaping to $often the appearance of the structure, including a 20 -foot wide landscaped setback along the south properly line on St, Andrews Place and a minimum landscaped setback of 12 -feet along the east property line. Seth setbacks will be heavily landscaped with drought tolerant trees, shrubs and ground cover to reduce the visibility of the structure, The structure itself will also incorporate a green screen on the east wall facing the residences, further reducing Its visual impact on the adjacent neighborhood, Full -sized plans are available for public viewing In the Clerk of the Council Office, In an effort to simplify the development agreement, staff has consolidated and updated the original agreement, the first amendment and proposed second amendment into a single document, This version has been included as part of Exhibit C within this report. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal Impact associated with this action, r Pai-SaWnHaagohad, i Executive Director Planning & Building Agency Wrb vWater DORIR2013 =01 Mmend DA9941;co Exhibit. A. Planning Commission Staff Report S. Resolution C. Ordinance 75D -2 TITLE: PUBLIC HEARING — FINAL ENVIRONMENTAL IMPACT REPORT NO. 2013 -01 AND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 1999 -01 FOR THE MATER DEI HIGH SCHOOL PARKING STRUCTURE AND SCHOOL EXPANSION PROJECT AT 1202 WEST EDINGER AVENUE (STRATEGIC PLAN NO. 3,2) Prepared by Vince Fregoso ecutive Director RECOMMENDED ACTION Recommend that the City Council: Exhibit A PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended 0 As Amended 0 Set Public Hearing For DENIED • Applicant's Request • Staff Recommendation CONTINUED TO Acting PlanN anager 1. Adopt a resolution certifying Final Environmental Impact Report No. 2013 -01 and approve the Mitigation Monitoring Program and Statement of Overriding Considerations. 2. Adopt an ordinance approving the Amendment to Development Agreement No. 1999 -01 (DA No. 2015 -02) for the Mater Del High School campus expansion project. Request of Applicant Sapetto Real Estate Solutions, on behalf of Mater Del High School, is requesting approval of two entitlements for the proposed expansion to the Mater Del campus. Specifically, the applicant is requesting approval of the certification of an environmental impact report and approval of the second amendment to an existing development agreement to allow the future construction of a three level, 990 -space parking structure and a two -story classroom building. Project Location and Site Descri Rion Mater Del High School is located on a 20.9 -acre, rectangular shaped parcel of land that is situated at the southeast corner of Bristol Street and Edinger Avenue. The property currently contains nine buildings that total approximately 232,645 square feet of area that was first developed in 1950. The site contains several academic buildings, a student activities center, a chapel, an athletic complex, an aquatics building and a maintenance building. In addition, 550 surface parking spaces are located on the site for faculty and student parking, with an additional :225 spaces located within a public parking lot north of the campus on Bristol Street. The site is surrounded by a public parking lot, office and residential development to the north, single - family residential uses to the south and east, and commercial, religious and educational uses to the west (Exhibits 1, 2 and 3). 75D -3 EIR No. 2013 -01 and Amend DA No. 1999 -01 July 13, 2015 Page 2 Project Description Mater Del High School is requesting approval of two entitlements in order to facilitate an expansion to the existing campus.. The entitlements include the certification of a final environmental impact and the approval of a second amendment to a development agreement that was first approved in 1995. The proposed project consists of the construction of a new three - level, 990 -space parking on the campus. To accommodate this structure, Mater Del is in the process of acquiring 19 single- family lots at the southeast border of the site for future consolidation with the existing campus. The purchase of the lots, in conjunction with the street vacations that will need to occur, will add an additional 4.02 acres to the school site, in addition, a 30,820 square foot, two -story academic building with 32 classrooms to be constructed in the central section of the campus at a later date to replace two existing one -story buildings. With the addition of the classroom building and parking structure projects, the campus will ultimately contain a total of 267,146 square feet of building area and 1,396 on -site parking spaces. The parking structure and classroom buildings will be architecturally consistent with the other buildings found on the campus. The buildings will utilize split face block, cast in place concrete and metallic silver accents as exterior materials. Further, the color palette will include red and dark grey to match the colors of the structures currently found on the campus (Exhibits 4, 5 and 6), The proposed project will include an extensive amount of landscaping in an effort to soften the appearance of the parking structure. For instance, a 20 -foot wide landscaped setback, which will incorporate a variety of canopy trees, hedges and ground cover, will be provided along the south property line on St. Andrews Place. Further, a minimum landscaped setback of 12 -feet will be provided along the east property line and will be heavily landscaped with trees to also reduce the visibility of the structure. Finally, the structure itself will include a green screen on the east wall, further reducing its visual impact on the adjacent neighborhood (Exhibit 7). Project Background Mater Del High School began operations in Santa Ana in 1950. In 1961, the school obtained a CUP to expand their existing classroom facilities. In 1995, the school received approval of a development agreement, general plan amendment and amendment application (zone change), which approved a conceptual master plan for the expansion and build out of the Mater Del campus, which included the acquisition of residential properties to the east and the future vacation of a portion of several streets located directly eat of the campus. In 1999, the school received approval to amend the development agreement for the vacation of a portion of Baker Street, Pomona Avenue, Stanford Avenue and Edinger Avenue and approval of a revised master plan for the high school, which also included the construction of a future 46,241 square foot Performing Arts building. 75D -4 EIR No. 2013 -91 and Amend DA No, 1999 -01 July 13, 2015 Page 3 General Plan and Zoning Analysis The General Plan land use designation for the site is Institutional, which allows both government and educational uses such as Mater Del High School. The proposed project is consistent with this General Plan land use designation. A general plan amendment will be required for the 19 parcels and street right -of -way that will be used for the parking structure once they are under the control of the school. The subject site is located in the Open Space (0) zoning district. The O zoning designation allows uses such as educational facilities like Mater Del High School, As a result, the project site is consistent with the zoning designation. An amendment application (zone change) to change the zoning designation of the residential parcels to the Open Space (0) designation will be needed once the additional 19 parcels are acquired. Project Analysis Mater Dei is proposing to expand upon the operations of the existing school campus by constructing a three level, 990 -space parking structure on 19 parcels of land and street segments not currently owned by the school. Additionally, the school is proposing to demolish two older classroom buildings and construct a new two -story classroom building in the central section of the campus, Given the urban nature of the site, and the lack of available land surrounding the school, the applicant is proposing to expand into the adjacent single - family residential neighborhood. The following subsections of this staff report provide analyses for each of the recommended action items. Environmental Impact Report The California Environmental Quality Act (CEQA) requires the preparation and approval of an environmental impact report (EIR) for this project. The environmental issues analyzed in the EIR include aesthetics /light and glare, air quality, greenhouse gas emissions, housing, land use and relevant planning, noise, and traffic and circulation. Preparation of the EIR was originally initiated in late 2012 for the project. However, as a result of the economic downturn, minimal work was done on the EIR due to concerns with the ability to finance the project. During this time, the applicant was able to commence the purchase of some of the homes in the expansion area of the project. The applicant is now ready to move forward with the project, which includes the certification of the environmental impact report. In accordance with CEQA, the Notice of Preparation (NOP) for the project was circulated for a 30- day public review period on November 13, 2012. Further, a public scoping meeting was held on December 4, 2012 to receive comments on the NOP and project. The draft EIR was circulated for review and comment to public, local, regional and state agencies, and interested parties on October 0, 2014 for a 45 -day review period, On October 27, 2014, a public hearing was held on the document to obtain input from interested members of the public. By the close of the 45 -day review period, a total of five comments, three written comment letters and two oral comments, were received on the document. 75D -5 EIR No. 2013 -01 and Amend DA No. 1999 -01 July 13, 2015 Page 4 The City has evaluated the comments received from persons or agencies that reviewed the EIR, In accordance with CEQA, each public agency and interested party that commented on the draft EIR was provided with a response to its comments at least 10 days prior to the Planning Commission public hearing. The 'Responses to Comments document, the Mitigation Monitoring Program and the Draft EIR constitute the Final EIR. In addition, the Findings of Fact and Statement of Overriding Considerations for the project have been prepared. The EIR has found that, of the seven environmental issues analyzed in the draft EIR, six were determined to be less than significant or could be reduced to less than significant levels with mitigation measures. With the exception of aesthetics /light and glare, it was determined that the remaining six environmental issues would have no significant and unavoidable adverse impacts associated resulting from this project after mitigation from proposed project implementation as all potential impacts that were identified for the project can be mitigated to a level of less than significant (Exhibit 8). The EIR identified aesthetics /light and glare as the one unavoidable adverse impacts associated with this project. The unavoidable aesthetic impacts pertained to the height, size and scale of the new parking structure being introduced into the neighborhood, that it would significantly exceed the height of the adjacent single- family residential structures found in the area, would contrast with other nearby buildings, and would be a visual intrusion into the neighborhood.. As a result of the impacts that cannot be mitigated to a less than significant level, adoption of a Statement of Overriding Considerations is required prior to approving the project, A Statement of Overriding Considerations is the process through which decision makers balance the economic, legal, social, and technological or other benefits of the proposed project against its unavoidable environmental impacts,. Amendment to the Development Agreement The development agreement is a legal contract between the developer and the City that defines the terms and nature of development proposed for the project site. This agreement establishes development intensity, permitted uses and standards for the term of the agreement. In exchange for the City vesting approval of the proposed project, the development agreement requires certain improvements and public benefits (Exhibit 9). In 1995,, a development agreement was approved between the City and Mater Del, In 1999, a new development agreement was approved between the parties that approved the Mater Del 2000 Master Plan. Mater Del is now proposing to modify the approved master plan and obtain approval of an amendment to the development agreement. The four proposed primary modifications include: 1. An extension of the right to build the project as entitled for a period of 25 years, with an expiration date of 2040; 75D -6 EIR No. 2013 -01 and Amend DA No. 1999 -01 July 13, 2015 Page 5 2. A revised site description that will include an additional 19 parcels of land along with vacated street rights -of -way, with a total project site of 25 acres; 3. A revised project description that will include the construction of a 990- space; three -level parking structure and a new 30,820 square foot; two -story classroom building; and, 4. An increase in the allowable student enrollment from 2200 to 2500. Staff has reviewed the applicant's proposal to amend the existing development agreement and is recommending approval of the request. Approval will allow for the construction of additional parking facilities on the school site and will allow Mater Del to consolidate their parking facilities onto the school campus. Further, the proposed amendments will allow the expansion of a key educational facility in the City. Public Notification The project site is located within the boundaries of the Memorial Park Neighborhood Association and is adjacent to the BristoVWarner and Mid City Neighborhood Associations. The president of these Neighborhood Associations were contacted by staff and notified by mail a minimum of 10 days prior to the public hearing to ensure the associations were notified of the meeting and to see if there were any areas of concern from the neighborhood. Most recently, staff and the applicant attended the Memorial Park neighborhood meeting on June 26, 2015 to review the scope of the project and receive input. A total of 10 members from the neighborhood were in attendance, with staff responding to questions raised from the attendees. The questions pertained to issues such as the construction schedule for the parking structure, the appearance of the parking structure, lighting and potential light intrusion into the neighborhood, the relocation of the parking structure, existing parking impacts and traffic. The project site itself was posted with a notice advertising this public hearing, a notice was published in the Grange County Register and mailed notices were sent to all property owners and occupants within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Analysis As part of the City's permitting process, the proposed, project is required to undergo an environmental review in accordance with the California Environmental Quality Act (CEQA). In accordance with CEQA, the recommended actions have been reviewed through Environmental Impact Report (EIR) No. 2013 -01. Sections 15080 through 15097 of the State CEQA Guidelines (Article 7) guide the process for the preparation of an environmental impact report. 75D -7 EIR No. 2013 -01 and Amend DA No. 1999 -01 July 13, 2015 Page 6 The EIR, as required by CEQA, contains 1) an initial study; 2) a project description; 3) a description of the environmental setting, potential environmental impacts, mitigation measures for any significant effects, and consistency with plans and policies; and 4) names of preparers. The mitigation measures included in this EIR are designed to reduce or eliminate the potentially significant environmental impacts described herein. The scope of the EIR evaluates the proposed project's effects on the following resource topics: aesthetics, air quality, biological resources, cultural resources, geology and soils, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, population and housing, public services, recreation, transportation and traffic, and utilities and service systems. The City prepared a draft EIR and published the Notice of Availability (NOA) in the Orange County Register as well as posted the NOA at the Orange County Clerk's office on October 6, 2012. The City circulated the draft EIR for a 45 -day public review between October 6, 2014 and November 19, 2014. The draft EIR was available for public review at the Santa Ana City Hall, the City of Santa Ana Main Library, and on the City's website. This EIR is intended to provide a forum to air and address comments pertaining to the analysis contained in the draft EIR and to provide an opportunity for clarification, corrections, or minor revisions to the EIR as needed. Comments were received during the public review period. Pursuant to Section 15088 of the State CEQA Guidelines, the City, as the lead agency for the project, has reviewed all comments received on the document. As a result of the environmental analysis, only one significant impact was identified from the construction of the proposed project, which involves significant impacts related to long -term degradation of the visual character /quality of the site and its surroundings. For those impacts identified as less than significant, mitigation measures have been provided to address potential environmental impacts, with a list of these mitigation measures found within the attached Mitigation Monitoring and Reporting Program. Mitigation measures have been outlined to address potential impacts on aesthetics /light and glare, air quality and noise. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). 75D -8 EIR No. 2013 -01 and Amend DA No. 1999 -01 July 13, 2015 Page 7 Conclusion Based on the provided analysis, staff recommends that the Planning Commission recommend that the City Council adopt a resolution certifying Final Environmental Impact Report No. 2013 -01 and approve the mitigation monitoring program and statement of overriding considerations for the Mater Del High School expansion project and adopt an ordinance approving the amendment to Development Agreement No. 1999 -01. Vince Fregoso, AICP Acting Planning Manager VF:jm OreportsWoter DeREIR2013 -01 &Amend DA99 -01.071315.po Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plan Exhibit 6 — Building Elevations Exhibit 7 — Landscape Plans Exhibit 8 — Final Environmental Impact Report Exhibit 9 — Development Agreement 75D -9 U q3 may. RI cv aL.. 0 RI m q, d FIT a m. 'p1 sv.l E 10 R2 Rz R2 es R7 ul Rt RI Rl R7 R7 %) a fli a RI Ri 11 s Ri gs ne x, a m C1 a .� x� Rlx RT RI Al Rl �, R1 R1 RI € z ne sr Ri Rt fll El Pl � I Rl Rt R1 Ri F1 ft� �� g@ F Ri g Pi R1 RI spi sP o NaE R1 R1 fi S R R i R7 R Rt R7PT E' Rl R1 a Rl Rl % R7 R1 R7 3 R1 uA sP NO Rt L._,J L.._J 1 I � ERR R R1 Rt Rl R1 R1 R1 R1 aRl SP.i RT R1.. q1 R1 RINGER AV. 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MOOEICATION GC GOVITNMENTCENTER NR TWO FAMILY RESIDENCE CAM COMMERCIAL SOUTH MAIN MT LIGHT INDUSTRIAL HE MULTIPLEOfiNSITY MULTIPLE CI COMMUNITY COMMERCIAL M2 HEAVYINDUSTRIAL FAMILYREIDENCE ELMO COMM, COMMEROAIIMUSEMM DISTRICT MO MILITARY OPERATIONS IN SUBURBAN APARTMENTS C2 GENERALCOMMEBCIAL O OPENSPACE BE RESIDENTIAL STATE C3 CENTRALBUSINPSS P PROFESSIONAL SD SPECIFIC DEVELOPMENT C3'A LENTRALBUSIMESS- ARRSIVILLAGE AGE, PLANNED COMMUNITY DEVELOPMENT SP SPECIFIC PLAN C4 PLANNED SHOPPING CEN'ER PRO PLANNED RESIDENTIAL DEVELOPMENT CS ARTERIALCOMMERCIAL EIR 2013 -01 /AMEND DA 1999 -01 MATER DEI CAMPUS EXPANSION 1202 WEST EDINGER AVENUE — - -500 FEET 1" =1000 FELT B -LA N N I T G A N D :6 U t L D I N IS A IS E AI C Y EXHIBIT 1 75D -10 Q z d u � Z W o ii o w w � � u EDINGER A E 1 d N T A 0 m Y u w _ U W � m � � w AVENUE ST ANDREW PLACE T R 5 1 E N T A L p g D E N T A l EIR 2013 -01 /AMEND DA 1999 -01 MATER DEI CAMPUS EXPANSION 1202 WEST EDINGER AVENUE ' P L A N N I N G A N 0 6 U I l DI N, G A G E N C Y EXHIBIT2 75D -11 FEIR 2013 -1 /AMEND DA 1999 -1 MATER DEI HIGH SCHOOL PARKING STRUCTURE AND CAMPUS EXPANSION 1202 WEST EDINGER AVENUE EXHIBIT 3 75D -12 L! yp r Zd i@ EFFEEEE EY6F1 Y °J �Bi 3• } i t i E Y � t ' i BFI ,eEEfli @''��E 6�li�Af �Y@ Yt' g v r e � 5 l'lT -raV `. � iip ei9 g � b�G id@ g B � �.. � ✓ �• {y � 3i�A 5r�g �� €�59 Q `� I 3� G .A Y xy `- •-- �! @i pEiaRgg Hy e IMM IRPy I�I s P z °ii ;� to _El • ;is �'yr— � �a ¢ `� � @ P,�� t °Y �q gps i' }s�is�' I�gl � _ p _ I if _ — — a IT -IT 1T— Eq h II Iid@ L! 4W--- ------ EM -L-fr nr ZZ� 9-- p Ads Kp 19 US, 0—:17 ---- ---- -- ------ ....... . ....... EXHIBIT 5 Page I of 3 75D-14 Jill V4 4W ---------- O O rv. . ... .. ... .. 1 77 _77 i i i 71 ----- ----- LT ­T_ ry --------- --- — Page 2 of 3 75D -15 -Page 3 of 3 75D -16 - — - - - — - — - — -- 'T 7- O ,-AL � � 1111L1111 I IIfIIJII =__ - — - - - — - — - — -- 'T 7- O ,-AL _EXHIBIT 6 Page 1 of 2 75D -17 .... 75D48 . . ..... : 4 � \ \ \ .... 75D48 . . ..... MB BE y eae a go_oc �3 .9 3�4 abaE EY Yryrypp 3 3 ya �3£h { .. •.— ' ,\-- 3NV13NIi -- _3NVl 3NIi ---- w R.h s i rn" "�flo °'�-� • �e� ` s� �Ne oro mlJlo a �. Diidr r.=_ I� a� _ vn es ypyg i!]�@ { pigg. _.�t w 3U 4k 6�k I nI k ` Irl\ V • � a fi/ e .34Y�d SM�aONV ":4S MB BE y g A d py W 9ii N ®®A 3g@ � B ¢ U 3 ' a v � way. �ID s ¢@ z RIDe '9g9 a Rea � a� f4 � g° ��y€ � &R9Ee 'S " @ID Eu QRg =si "Si §� IDRaRgg � 3 6 E li €g5�pe�n �g G @pa �3$ .g �g a i 9fy §pB[ Ofpq � gg�d � ngg psp 5g4 I L I :��d e Page 2 of 2 ?55n 2A a e sa�m� @y� e ��g gg$�ggg ID� g A d py W 9ii N ®®A 3g@ � B ¢ U 3 ' a v � way. �ID s ¢@ z RIDe '9g9 a Rea � a� f4 � g° ��y€ � &R9Ee 'S " @ID Eu QRg =si "Si §� IDRaRgg � 3 6 E li €g5�pe�n �g G @pa �3$ .g �g a i 9fy §pB[ Ofpq � gg�d � ngg psp 5g4 I L I :��d e Page 2 of 2 ?55n 2A f The Final Environmental Impact Report is available for review at the following: http• / /www santa -ana org/ pba/ planninq /MaterDeiParkin.qStructure asp Planning and Building Agency Planning Counter, First Floor 20 Civic Center Plaza Santa Ana, CA 92701 Santa Ana Public Library 20 Civic Center Plaza Santa Ana, CA 92701 75D -21 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (` "Second Amendment") is entered into this — day of 2015; by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the laws of the State of California ( "City"), and the DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION, a California non - profit corporation ( "Developer "). RECITALS A, On August 21, 1995, the Developer and City entered into a Development Agreement ( "Development Agreement") to facilitate the physical expansion and improvement of an existing private secondary school "Project ") on that certain property generally located on the west side of Baker Street, north of St. Andrew Place, south of Edinger Avenue, and east of Bristol Street ( "Property'), as approved by Santa Ana City Council Ordinance No. NS -2260. A ft ac and correct copy of said Development Agreement is attached hereto as Exhibit 11 and incorporated herein by this reference, B. On June 21, 1949, the Developer and City entered into an Amendment to Development Agreement to reflect various changes in the development standards applicable to the Project, as approved by Santa Ana City Council Ordinance No. NS -23$9. A trac and correct copy of said Amendment to Development Agreement is attached hereto as Exhibit 12 and incorporated herein by this reference. C. Government Code § 65868 provides that a development agreement may be amended by rputual consent of the parties to the agreement. The City and Developer desire to enter into this Second Amendment in order` to facilitate an increase in student population, expansion of school classroom facilities, constriction of a parking structure, and for general athletic uses and activities on parcels to be acquired by Developer. D. The terms and conditions of this Second Amendment have been found by tyre City Council to be fair, just and reasonable, and the City has concluded that the purpose of the development as described herein will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this Second Amendment. NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the ,parties hereto agree as follows: L Recital B of the Development Agreement shall hereby be amended by adding the fallowing to the end of the existing language: The Development is also to be located on the additional parcel proposed to be acquired by the Developer, which are shown collectively as Additional Parcel No. 4 on Exhibit 1, attached hereto and incorporated herein by this reference. Additional Parcel No, 4 shall be considered as an "Additional Parcel' and as part of the "Property" as these 75D -22 terms are defined in the Development Agreement. The parcels comprising Additional Parcel No. 4 are each owned by different owners," 2. Section 1, Application, of the Development Agreement shall hereby be amended to mead as follows: 411 Application. This Development Agreement pertains initially to the Original Parcel. This Development shall apply to Additional Parcels Nos. 1, 2 and 3,, and Additional Parcel No, 4; at such time as the Developer acquires title to each such Additional Parcel and a Zoning Ordinance Amendment to match the zoning on the Original Parcel with the Additional Parcels is processed by the City of Santa Ana. It is intended that no further or additional action be necessary by either party hereto to maize this Agreement effective as to such property, except that section 12 of this Development Agreement shall be effective immediately upon the Effective Date of this Development Agreement." 3, Section 2, Term, subsection (b) of the Development Agreement shall hereby be amended to read as follows: "(b) The term ("Term") of this Development Agreement shall be twenty -`five (25) years from the effective date of the Second Amendment, subject to earlier termination as hereinafter provided: Unless otherwise specified, the obligations herein and the rights herein shall remain in full force and effect throughout the Term" 4. Section 3, Permitted Use of the Property, shall hereby be amended to read as follows: "The parties agree that the use of the Property as a private secondary school offering general, technical, vocational acid college preparatory education to students in Fades 9 through 12 is a permitted use of the Propety, subject to the right of the City to enforce all law's which do not conflict with the rights of the Developer under this Development Agreement. In addition, a permitted use of Additional Parcels Nos, 1 and 2 is a parking lot use and a permitted use of Additional Parcel No. 3 is office or classroom use, provided such office or classroom use is carried on exclusively in conjunction with the school on the Original Parcel. In addition, a permitted use of Additional Parcel No, 4 is a parking structure with a possible phasing in of surface parking prior to the construction of the parking structure, provided such uses are carried on exclusively in conjunction with the school on the Original .Parcel." 5. Section 4, Special Development Standards, subsection (a) of the Development Agreement shall hereby be amended to read as follows: "(a) Intensity of use: The number of students attending the school on the Property shall not exceed 2,500 at any one trmc." 75D -23 6. Section 4, Special Development Standards, subsection (c) of the Development Agreement shall hereby be amended to read as follows: "(c) :Maximum size of buildings: The aggregate floor area of all buildings on the Property shall not exceed 267,146 square feet" 7„ Section 4, Special Development Standards, subsection (h) of the Development Agreement shall hereby be amended to read as follows: "(h) Site access shall be from Bristol Street, Edinger Avenue and at the intersection of St. Andrew Place and Baker Street and emergency vehicle access at Pomona Street and Stanford Street as shown on Exhibits 2, 3, 4, 5, and 6 attached hereto and incorporated herein by this reference." 81 Section 4, Special Development Standards, subsection (i) of the Development Agreement shall hereby be amended to read as follows: "(i) On -site circulation shall meet minimum City Standard of 23 -foot aisle width, 24 -foot radius turn- around area for passenger vehicles (40 foot radius for buses and trucks), continuous forward movement of passenger vehicles, 60 -foot entry throats and no less than 8 '/S x 18 foot parking stall sizes." 9_ Section 4, Special Development Standards, subsection (k) of the Development Agreement shall hereby be amended to read as follows: "(k) Perimeter limited access gates may be constructed provided that they are open during all business /school hours, visible to the street when closed, and located no closer than 20 feet from the street right -of-way, Access gates shall maintain a 60 foot setback fi•otn Edinger and a 20 foot setback from Berkeley and St. Andrew Place." 10. Section 5, General Development Standards, of the Development Agreement shall hereby be amended to read as follows: "5. General Development Standards. Except as otherwise provided in Sections 4 and 6 of this Agreement, the City and Developer agree that the general plan provisions, ordinances, rules, regulations and official policies of the City establishing design, design, density, improvement and construction standards which are in effect as of the effective date of the Second Amendment to Development Agreement shall govern the Development during the Tenm of this Development Agreement, provided, however, that development standards as revised after the Effective Date of the Second Amendment to Development Agreement may be applied to the Development with the muttiial consent of the Developer and the City's Planning Manager, Additionally, all proposed improvements must conform to all Site Plan Review approvals for the Project." 75D -24 11. Section 7, Dedications and Street Improvements, subsection (e) of the Development Agreement shall hereby be deleted and amended to read as follows: "(e) A 34 -foot wide drainage and utility easement with landscaping as shown on Exhibit 7 attached hereto and incorporated herein by this reference. The Developer, at a minimum, shall be responsible for replacement of the paving and improvements within the Pedestrian PIaaa as identified on the Site Plan." 12. Section 7, Dedications and Street Improvements, shall hereby be amended by adding the following to the end of the existing language; ` °(c) Phase 11: Parking Structure and Additional ,Athletic Space to be completed by the Developer at the Developer's sole cost and expense: (i) Installation of a traffic signal and crosswalk at Bristol Street and St. Andrew Place, phis a dedicated right -taro lane along westbound St, Andrew Place at Bristol. Street; (ii) Completion of abandonment for Baker Street, Berkeley Street and Occidental Street, keeping an opening between Berkeley Street and Occidental Street as a public alley; (iii.) Completion of drainage improvements and storm drains; (iv) Modification of a four -way stop at the interscotion' of St. Andrew Place and Baker Street; and (v) Updated left -turn signal tithing at the Edinger Avenue and Monarch Way intersection for entry into the Mater Dei campus." 13. Section 10, Envircmiiental Compliance, of the Development Agreement shall hereby be amended to rear] as "follows: "10. Environmental Compliance. The Environmental Impact Report for the Development is incorporated herein by reference as though fully set forth at length. The City and the Developer acknowledge that to the extent that said document identifies certain mitigation measures applicable to the Development, Developer agrees to implement the various mitigation measures recommended to be implemented by the Developer pursuant to said document, provided that the Developer proceeds with the Development and commences construction. The City agrees to implement the various mitigation measures recorwnended to be implemented by the City pursuant to said document, provided that the Developer proceeds with the Development and commleuces construction." 14, Section 11, Street Vacations, shall hereby be amended by adding the following to the end of the existing language: "Developer shall submit an application and the City shall hold a public hearing to consider whether to adopt -a resolution vacating the City's right of way casements over 4 75D -25 Balser Street, Berkeley Street, Occidental Street and St. Andrew Place, to the extent they are included on or about Additional Parcel No. 4, as shown in Exhibit S attached hereto and incorporated herein by this reference. Such resolution shall not be adopted prior to the Developer having acquired title to all the parcels that collectively comprise Additional Parcel No. 4, and may include conditions which must be fulfilled prior to the vacation becoming effective. If said vacation resolution is approved, the Developer shall prepare plans for and remove street improvements from said vacated streets, relocate utilities and construct public drainage improvements in the area of any drainage easement granted to the City by Developer pursuant to Section 7 of the Development Agreement, as amended by this Second Amendment, in accordance with the following terms and conditions: (1) 'd'hat the traffic access and circulation, utility service and drainage will be continuously provided to the parcels within the block adjacent to Additional Parcel 4, acceptable to the Public Works Agency. (2) That said street removal, utility and drainage improvement work shall be completed by the Developer prior to the date occurring two (2) years after the date on which the City has adopted the resolution vacating the right of way easements, (3) The Developer shall be responsible for plan preparation, removal and/or relocation of all public utilities located in the area of the streets that are to be vacated pursuant to this section, without cost to the City. If, at the design development stage, the City determines that street lights are required as a result of the tei ination of Berkeley Street or Occidental Street, the Developer shall design and install the street lights within the context of standard spacing requirements utilized citywide. (4) Once all required street vacations are completed, Additional Parcel No. 4 shall be merged with the Original Parcel, as defined in the Development Agreement, into a single new parcel by means of a lot consolidation process. Developer shall file, process and record the lot consolidation. The consolidation shall be completed prior to the issuance of a building permit, The City shall retain existing utitity easements within the former street rights -e£ way abandoned for the project, where necessary as determined by the Public Works Agency. (5) It is understood and agreed that the drainage improvements to be installed by Developer in the drainage easement shall be storm drains and surface drainage facilities as depicted in Exhibits 9 and 9A, attached hereto and incorporated herein by this reference, or as approved by the Public Works Agency. Developer may install an underground piped drainage system within school property. Once constructed, Developer shall be responsible 75D -26 For maintaining and cleaning the on -site drainage facilities and shall keep the drainage facilities free and clear of all impediments to drainage. (6) Developer shall relocate the two utility poles and guy wires located between Berkeley Street and Occidental Street as shown on Exhibit 10 attached hereto and incorporated herein by this reference" 15. Section 12, Off -Site larking Mitigation, subsection (a) of the Development Agreement shall hereby be amended to read as follows: "(a) The patties hereto acknowledge and agree that the students attending the school park their automobiles on the local streets in neighboring residential areas; that the approval of this Development Agreement will not exacerbate that situation because this Development Agreement limits the number of students attending tho school to 2,500 students; but that this Development Agreement allows the parties to jointly mitigate the student parking problem that will continue to exist unless mitigated by the provision of additional off- street parking areas. Therefore, the parties agree to undertake the off - street parking mitigation treasures set forth in subsections (b) and (c) of this section." 16. Except as amended by this Second Amendment, all the terms, conditions and agreements of the Development Agreement and all exhibits and attachments thereto, including the Amendment to Development Agreement and all exhibits and attachments thereto, shall remain in full force and effect, and each such to=, covenant, and condition is incorporated herein by reference as thotigh set forth in frill. 17. This Second Amendment may be executed in counterparts which, when both of the parties hereto have signed this Second Amendment, shall constitute an original, 18. The Development Agreement, originally adopted on August 21, 1995, as amended on June -21, 1999, and as again amended by this Second Amendment, is hereby accepted by the City and Developer, and it will be administered in the State of California, and its validity, construction, and all rights thereunder shall be governed by the laws of such state, 75D -27 IN WITNESS WHEREOF, this Second Amendment to Development Agreement has been executed by the Parties hereto on the day and year first written above. ATTEST: MARIA D. RUIZAR Clerk of the Council. APPROVED AS TO FORM: SONIA R, CARVALHO City Attorney By: Ryan 0. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL; HASSAN HAGNANI Executive Director - PBA CITY OF SANTA ANA DAVID CAVAZOS City Manager DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION 75D -28 EXHIBIT 1 PARCELS POP,.. ADDITIONAL PARCEL NO 4 (Parking Structure) 0 75D -29 EXHIBIT 'T' SITE ACCESS BRISTOL STREET 75D -30 EXHIBIT 'T' SITE ACCESS EDINGER AVENUE 10 75D -31 L' )C BIT "4f4 SITE ACCESS ST. ANDREW PLACE AND BAILER STREET 11 75D -32 EXHIBIT "5„ EMERGENCY SITE ACCESS POMONA STREET 12 75D -33 EXHIBIT "6" EMERGENCY SITE ACCESS STANFORD STREET ]3 75D -34 EXHIBIT 'T' UTILITY EASEMENT 14 75D -35 EXHIBIT "8" 15 75D -36 EXHIBIT "9" DRAINAGE MPROVEMENTS 16 75D -37 EXHIBIT "9A° DRAINAGE IMPROVEMENTS 17 75D -38 EXHIBIT "10„ RELOCATION OF UTILITY POLES BETWEEN BERKELEY STREET AND OCCIDENTAL STREET 18 75D -39 EXHIBIT "11" DEVELOPMENT AGREEMENT: SANTA ANA CITY COUNCIL ORDINANCE NO. NS-2260 19 75D -40 EXHIBIT "12" AMENDMENT TO DEVELOPMENT AGREEMENT: SANTA ANA CITY COUNCIL ORDINANCE NO. NS -2389 20 75D -41 ORDINANCE NO. NS-238 9 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO T14E DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DIOCESE OF ORANGE EDUCATION'AND WELFARE CORPORATION WHEREAS, this Council adopted OrdinanceNo. NS -2260, on August 21,1995, adopting a Development Agreement ( "Agreement") between the Diocese of Orange Education and Welfare Corporation, a Californiallon- profit Corporation (Developer) and the City of Santa Ana (`'City ") to facilitate the physical expansion and improvement of an existing private secondary school (the "Project") on that certain property generally located on the west side of Baker Street, north of St. AndrewFlace, south of Edinger Avenuo and east of Bristol Street (the "Property"); and, WHEREAS; the parties to the Agreement now desire to amend said agreement to reflect various changes in the development standards applicable to the Project, and WHEREAS, this Council, prior to taking action on this ordinance, has held a duly noticed public hearing, on said Amendmentto the Development Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: 1. Pursuant to California Environmental Quality Act ( "CEQA ") Guidelines Section 15164, this Council finds and determines that after completion of Environmental Review No. 98 -137, an Addendum to Mitigated Negative Declaration No. 95.27 is appropriate to address only minor technical changes or additions to the Project, and is hereby approved and certified. 2. That certain Amendmentto the Development Agreement between the City of Santa Ana and Diocese of Orange Education and Welfare Corporation; dated August 21, 1995, is hereby approved; as attached in exhibit I and incorporated herein as if fully set forth, and the Mayor is authorized to execute said Amendment on behalf of the City of Santa Ana following its execution by Developer, and the Clerk of the Council to attest to the same. 3. The Clerk of the Council is directed to cause a copy of the Amendment to the Development Agreemeatto be recorded in the official records of Orange County; California, within ten days following its effective date. As use herein effective date means the date thirty days after the date of adoption of this ordinance. 75D -42 M �J1 ADOPTED this 2-1.,,,_tday of .Tune 1999.. ATTEST: FF Guy City Clc* COUNCILMEMBERS: CITY OF SANTA ANA Pw;a or yY MiguelPulido Aye APPROVED AS TO FORM: Tam Lutz Ave LisaBist Aye AlbertaCh4sty Aye Brett Franklin Absent Pat McGuigan Aye A. S tz Ted Moreno Aye Assn yA ey 2 ^.J Ordinance No. N9 -2389 CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange I, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Ordinance No, A/5 2-32q to be the original ordinance adopted by the City Council of the City of Santa Ana on and that said ordinance was published in accordance with the Charter of t e City of ant" Ana. Date:�3 /9 �7�' f the Counci ity o Santa Ana r :9 1�• A �• ter � EXHIBIT 1 AMENDMENT TO DEVELOPMENT AGREEMENT THIS AMENDMENT TO DEVELOPMENT AGREEMENT (Amendment) is entered into this I q Yw _ day of 1999, by and between the CITY of S A ANA, a municipal-/ corporation organized and existing under the laws of the State of talifornia (City) and the DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION, a California nonprofit corporation (Developer).COWAledC) RECITALS WHEREAS, on August 21, 1995, the Developer and city ( "City ") entered into a Development Agreement ( "Agreement ") to facilitate the physical expansion and improvement of an existing private secondary school (the "Project ") on that certain property generally located on the west side of Baker Street, north of St. Andrew Place, south of Edinger Avenue and east of Bristol Street (the "Property "); and WHEREAS, the parties to the Agreement now desire to amend said Agreement to reflect various changes in the development standards applicable to the Project. NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Provision 3 of the Agreement shall hereby be amended to read as follows: 3. Permitted Use of the Property, The parties agree that the use of the Property as a private secondary school offering general, technical, vocational and college preparatory education to students in grades 9 through 12 is a permitted use of the Property, subject to the right of the City to enforce all laws which do not conflict with the rights of the Developer under this Development Agreement. in addition, a permitted use of Additional Parcels Nos. 1 and 2 is a parking lot use and a permitted use of Additional Parcel No. 3 is office or classroom use, provided such office or classroom use is carried on exclusively in conjunction with the school on the Original Parcel. 2; Provision 4 of the Agreement shall. hereby be amended to Page .I of 14 75D -45 ____ 91 92 read as follows: 4. Special Development Standards. The following standards shall apply to the Development notwithstanding anything to the contrary in the land use and development plans and regulations of the City as they currently exist or may be hereinafter amended. (a) Intensity of use: The number of students attending the school on the Property shall not exceed 2,200 at any one time. (b) Maximum height of buildings: No building on the Property shall exceed 50 feet in height within 100 feet of residential property, or 75 feet otherwise. (c) Maximum size of buildings: The aggregate floor area of all buildings on the Property shall not exceed 230,000 square feet, (d) A minimum of 200 parking spaces shall be maintained onsite. (e) A minimum 15 feet landscaped setback shall be maintained along all public right -of -way, except where existing structures encroach at the bus turn out on Edinger Avenue and where parking is between Bristol Street and the performing arts building per the master plan, Exhibit K. (f) A minimum 5 feet landscaped setback shall be maintained along all interior property lines. (g) Fire protection systems and fire lanes shall be provided to the satisfaction of the Fire Marshall. (h) Site access shall be from Bristol. Street, Edinger Avenue and at the intersection of Baker Street and Berkeley Street and emergency vehicle access at Pomona and Stanford streets as shown on Exhibits J, K, N, O, and P. (i) On -site circulation shall meet minimum City Standard of 23 -foot aisle width, 24 -foot radius turn- around area for passenger vehicles (40 foot radius for buses and truck,), continuous forward movement of passenger vehicles, 60 -foot entry throats and 9 pi x 18 foot parking stall sizes. Page 2 of 14 (j) A minimum 35 feet on -site student drop -off zone shall be provided, I q; (k) Perimeter limited access gates may be constructed provided that they are open during all business /school hours, visible to the street when closed, and located no closer than 20 feet from the street right -of -way. Access gates shall maintain a 60 foot setback from Edinger and a 20 foot setback from Berkeley. (1) Parking lots shall be landscaped with 150 square feet minimum planters at the end of rows of parking. (m) An eight foot high masonry wall, as measured from the adjacent grade, shall be provided along the east property line abutting residential. (n) Ornamental iron or similar fencing, such as painted tubular steel or aluminum, shall be used if fencing is provided around the campus buildings along Edinger and Bristol Streets. Chain link may be utilized at athletic fields. (o) The Building Security Regulations (S.A.M,C. Chapter B, Article 2, Division 3) are applicable only to new buildings and remodels exceeding 50% of the value of the existing building or structure. These regulations do not apply to unopenable windows or mechanical shafts that are not accessible. Waiver requests from these regulations will be considered as each building is being reviewed in Building Division plan check. On -site manned security shall be a consideration in evaluating waiver requests. (p) The City will conduct architectural review as a component of the Development Project Plan Review process as to. Architectural compatibility to the site and area; Architectural treatment on all sides of buildings; w Architectural finishes, materials and colors; and • Compliance with general architectural design standards applied citywide. Page 3 of 14 93 94 However, the City will not mandate a particular architectural style (i.e. mission, post modern, cape cod) on the project. (q) The Developer shall install parking lot lighting for security purposes as required by the City. (r) Developer shall maintain an on -site circulation management program. (s) Developer grants to City the authority to remove graffiti on any block wall facing a public street upon reasonable notice to Developer. 3. Provision 6 of the Agreement shall hereby be amended to read as followst 6. Non- vested City Laws and Regulations (a) Developer and all persons and entities in occupation of any portion of the Property shall comply with all City laws and regulations which do not conflict with the use and development of the property pursuant to provisions 3 and 4 of this Agreement as such City laws and regulations may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, the use and development shall comply with the following types of City laws and regulations as they may from time to time be enacted or amended hereafter; W Tuxes, assessments, fees and charges; provided, however, that the collection of ceztain development fees shall be governed by subsection (b) of this section. (ii) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (iii) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city -wide basis; (iv) Procedural rules of general city -wide application. (b) The Transportation System Improvement Fee a e 4� aE 14 -- �1 ,q 5 (currently established by S.A.M.C. a 8 -44), the Drainage Area Fee (currently established by S.A.M.C. §§ 34 -191 et seq.) and the Sewer Connection Fee (currently established by S.A.M.C. § 39 -53) shall be paid by the Developer in the rates in effect at the time payment is due. However, the calculation and collection of such fees shall be governed by the following principles: (i) Transportation System Improvement Fee: • Payment shall be due prior to issuance of building permits. • The fee will not be applied to the remodel or rehabilitation of existing buildings. Credit will be given for the demolition of any existing structure pursuant to Santa Ana Municipal Code §8 -44. (ii) Drainage Area Fee: Payment will be due prior to the issuance of a building permit. • A 12 -acre credit will be given for previous fees paid for the Property. (iii) Sewer Connection Fee: . Payment shall be due prior to issuance of building permits. • Credit will be given for fixture units removed due to the demolition of any structure. No fee shall be collected for the rehabilitation or remodel of a building unless there is a net increase in the number of fixture units. The parties also. understand that the City currently collects a fee on behalf of the Orange County Sanitation District and that that district determines the rules for calculation and collection of that fee, as well as the amount. The City shall not impose any fee on the Developer for the construction of street medians. 4. Provision 7 of the Agreement shall hereby be amended to Page S of 14 ? S AS- ss read as follows: 7. Dedications and Street Improvements. Developer agrees to make the following dedications of land to the City in connection with the Development: (a) A right -of -way easement dedicated for street purposes for a diagonal corner cut -off on the southeast corner of the intersection at Bristol Street and Edinger Avenue, as shown on Exhibit F. (b) A right-of -way easement dedicated for a bus turn -out on the Edinger Avenue frontage of the Property, as shown on Exhibit G. (c) A 20- foot -wide drainage and utility easement as shown on Exhibit H and a 6Q- foot -wide drainage access, utility and emergency access easement over the portions of Baker, Stanford and Pomona Streets being abandoned as shown on Exhibit M. (d) A right -of -way easement dedicated for a diagonal corner out -off at the southwest corner of Edinger Avenue and Baker Street at the proposed main entrance to the school, as shown on Exhibit 1. (e) A right -of -way easement dedicated to accommodate the Berkeley Street new knuckle design, as shown on Exhibit P. Prior to the issuance of a certificate of occupancy for any new building on the Property, Developer shall make dedications (a) and (b), above, and shall, at Developer's sole cost, do the street work necessary to improve the bus turn -out in accordance with Exhibit G and the Edinger main entrance in accordance with Exhibit J, attached hereto and incorporated herein, all in accordance with City standards. The City shall do the corner cut -off street work at Bristol and Edinger, at the City's sole cost, at such time as the City widens and improves Bristol street in the vicinity of the Property. The City shall also do the necessary median changes in Edinger Avenue in accordance with Exhibit J at its own expense at such time as Developer improves the Edinger Avenue main entrance. Dedications and /or easements (a), (b), (o), (d) and (e) as listed above, shall be made by Developer prior to the issuance of any building permit.. The installation of improvements for the parking lot area, Page 6 of 14 including, but not limited to, the storm drains, curb and gutters, pavementr'streetsrlights, parkway culverts, sidewalks, and drive approaches shall be the responsibility of the Developer and the City, in accordance with Section 11 and 11.5 of this Agreement. Developer is authorized to construct the public improvements on behalf of the City pursuant to Section 11.5 of this Agreement and shown on Exhibit A. The City shall bear the cost of the preparation of a traffic analysis for the proposed traffic signal at the main entrance to the school on Edinger Avenue at Baker Street. The City shall also bear any and all costs related to the design and installation of said traffic - signal. Developer shall be responsible for any other' traffic analysis associated with the development of the project and any mitigation related thereto. Developer agrees to provide the City with an easement for the installation of underground traffic signal appurtenances and traffic signal ,loops, if it is necessary for such appurtenances and traffic signal loops to encroach into the Property_ The City shall take all reasonable means to install all controller boxes on the northwest corner of Edinger Avenue at Baker Street, Developer agrees to make the dedications referenced in this section without payment from the City in consideration of receiving the City's approval of this Development Agreement. No other dedications of land will be required by the City in connection with the Development during the Term of this Development Agreement. 'However, 'nothing herein shall be construed to limit the City's ability to acquire any portion of the Property, or rights therein, through the exercise of its power of eminent domain. Phasing of the off -site improvements shall be as follows: (a) Phase 1: Parking Lot (i) Installation of a traffic signal at Edinger Avenue and Baker street; (ii) Dedication of corner cut -off on the southwest corner of Baker. Street at Edinger Avenue; Page 7 of 74 75D -51- 97 ss (iii)Dedication of land for new knuckle design at Berkeley; (iv) Completion of abandonment for Baker, Pomona and Stanford streets and construction of cul-de -sacs at Pomona Street and Stanford Street; (v) Relocation of two utility poles and guy wires along east property line; and (vi) Completion of drainage improvements and storm drains. (b) Phase 1A: Library and Science Building, Student Services and Chapel W construction of bus turn =out on Edinger, Avenue; and (ii) relocation of utility poles for bus turn out. S. Provision 11 of the Agreement shall hereby be amended to read as follows: 11. Street vacations The City shall hold a public hearing to consider whether to vacate the excess right -of -way of Bristol Street shown on Exhibit L, attached hereto and incorporated herein, promptly following the execution of this Agreement, The City shall hold a public hearing to consider whether to vacate and abandon the City's right of way easements over Baker Street, Stanford Street, and Pomona Street to the extent they abut the Additional Parcels, and over the Edinger frontage road to the extent it abuts the original Parcel and Additional Parcel No. 3, as shown in Exhibit M, attached hereto and incorporated herein, and shall, remove street improvements from the said vacated streets and construct public drainage improvements in the area of the drainage easement granted to the City by Developer pursuant to Section 7 of this Development Agreement, in accordance with the following terms and conditions: (a) The said street removal and drainage improvement work shall be completed by the city prior to the last of the following dates: (i) The date occurring one (1) year after the Page 8 of 14 „ �99 date an which the City receives written notice from the Developer that the Developer, has acquired title to all the Additional Parcels (provided the Developer has in fact acquired such title). (ii) The date occurring one (1) year after the date on which the City receives written notice from the Developer that the Developer has removed all improvements from the Additional Parcels (provided the Developer has in fact removed such improvements). (iii) The date occurring one (1) year after the date on which the Developer dedicates the drainage easement specified in Section 7 of this Development Agreement to the City. (b) The City shall be responsible for the removal and/or relocation of all public utilities located in the area of the streets which are to be vacated pursuant to this section, without cost to the Developer (other than costs for any new utility connections which may be necessary). if, at the design development stage, the City determines that street lights are required as a result of the termination of Pomona and Stanford Streets, the City shall design and install the street lights within the context of standard spacing requirements utilized citywide. (c) once all required street abandonments are completed, the original Parcel and the Additional Parcels shall be merged into a single (1) new parcel by means of a Lot Line Adjustment. Developer shall file, process and record the Lot Lime Adjustment. The consolidation shall be completed prior to the issuance of a building permit. The City shall retain existing utility easements for sewer, water, drainage and maintenance purposes within the newly created parcel. Developer shall allow City access to all City utility easements within the former street rights -of -way abandoned for the Project. (d) it is understood and agreed that the drainage improvements to be installed by the Developer in the drainage easement shall be storm drains and surface drainage facilities, as depicted in Exhibits H,N,Q,P and Q or approved equal by the City's Engineering Division. Page 9of 14 75D -5 loo it is further understood that such surface drainage improvement may not be sufficient to fully protect other improvements on the Property from stormwater damage during especially severe storms, and Developer assumes the risk of such damage. Developer may install an underground piped drainage system within the school property and may connect to any existing city drainage facility. once constructed, Developer shall be responsible for maintaining and cleaning the on -site drainage facilities and shall keep the drainage facilities free and clear of all impediments to drainage and shall maintain the five -foot strip to the east of the drainage easement as a landscaped area. Developer shall provide City with a surface drainage easement for public water flowing across the private parking area. 6. Provision 11,5 shall hereby be added to the Agreement to read as follows: 11.5 Reimbursement (a) In the event Developer elects to undertake construction of the off -site improvements pursuant to this Agreement and as further detailed in Exhibit Rr City shall reimburse Developer in accordance with Exhibit R, provided, in no event shall City's reimbursement for the off -site improvements exceed $550,000, in the aggregate. Developer shall submit progress payment invoices to City for the actual cost of construction. Payment by City shall be within 30 days from receipt of said invoice, subject to City accounting procedures. Final payment shall occur after all off -site improvements are completed and accepted by the Executive Director of the Public Works Agency. (b) Developer shall relocate the two utility poles and guy wires located between Berkeley Street and Stanford Street (as shown on Exhibit S). City shall reimburse Developer for the cost of the relocation. Developer shall submit an invoice to City for the actual cost of the relocation and payment by City shall be within 30 days from receipt of said invoice, subject to City accounting procedures, With the exception of the utility poles referenced Page 10 of 14 in Exhibit Be Davelo�er'- shall' be responsible for all costs associated with the undergroundin,g of peripheral utility lines and relocation of any other utility poles and guy wires. (c) Bidding Requirements Developer shall enter into a single contract for the construction of on -site and off -site improvements, as further set forth in Exhibit R. The City shall approve the award of this contract to the llowest responsible bidaer, which shall be deemed to be the lowest responsible bidder for both on -site and off -site improvements when considered together. The Developer's bid package shall; (i) Require separate bids for construction of on -site improvements vis-a -vis off -site public improvements and require the contractor to separately account for costs expended on on- site vis- ,a -vis off -site improvements; (ii) Require use of prevailing wage rates for off -site public improvements; (iii) Use City approved bid package; (iv) Employ bidding process in accordance with City procedures per Santa Ana Municipal Code §2 -805; (v) Require that all change orders for off - site public improvements shall be approved in writing by the Executive Director of the Public Works Agency prior to the commencement of work; and' (vi) Provide that the bids shall be delivered under seal directly to the City. Alternatively, should the City and Developer jointly elect, the off -site public improvements, as further set forth in Exhibit R, may be bid and contracted for using a "management contract method." Should Developer propose use of management contract method for such improvements it shall identify in writing a proposed management contractor. Upon receipt of this request, the Executive Director of the Public works Agency shall review such proposal within three (3) working days. Should the parties choose to utilize the management contract method for construction of the off -site public improvements, the bidding requirements, as set forth above, shall be modified in that (i) the bidding requirements shall apply only to the off -site public improvements and not to the separate contract to Page 11 of 14 - 75D -5 _ _ 101 102 be let by the Developer for the on -site improvements, -and (ii: fox... .the of.-f- ''site: public. mprovements - separate krids shall be „subma.tted to the City for eaph trdde, The -nanageunt 'cont`ractax ' sha3'i ,gerf`orm •.nnne i'.b= the construction .itself unless it is awarded a 'separate contract therefore as the lowest responsible bidder in subsequent bidding under the procedures set. forth above. Should the management contract method be utilized, the cost. of the management "contractor shall be included in the $550,000.00 cap as 'set,.forth in paragraph 11,5(x) of this Agreement.. (d) Construction Requirements Developer shall carry out the design, construction and operati e on of the off - sit, improvements in substantial 'confarmity' With ' all applicable .'.lads; ordinances, estatutes, codes; 'rules' regulations', orders and decrees of the United States, the State of California, the County, of Orange, the City or any other political subdivision in which the Property is located, and of any other political subdivision.,, agency, or instrumentality exercising ,jurisdiction over the City, Developer or the Property, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, city. permit and approvals, building; plumbing, mechanical arid' electrical codes,, as they apply` to the oft-site improvements, and all other provisions, of the City and its Municipal Code and all, applicable., disabled and handicap access' requirements, including, without limitation, the Americans with Disability Act, 42 U.S,C. §12101 et seq., Government Code 94450 et seg. and the Unruh Civil Rights Act, Civil Code 951 et seq. (Governmental' Requirements) . Developer explicitly acknowledges that construction of the public off -site improvements shall be subject to the requirement that Developer shall pay. "prevailing wage” rates pursuant to Labor Code §1720 et seq. and that this standard shall constitute one of the Governmental Requirements. 9. Provision 12(b) of the Agreement shall hereby be. amended to read as follows: (b) The City agrees to construct a public parking lot on the east side of Bristol Street north of Edinger Avenue as part of its Bristol Street widening project. i Page 12 of 14 75D -56 103 The said parking lot shall contain approximately 240 parking spaces. The city shall not impose any charge for parking at the said parking lot. The parking lot is contemplated to be constructed approximately in the year 2000. The City will not widen and improve Bristol Street north of Edinger Avenue without construction of the said parking lot. 6. Provision 22 shall hereby be added to the Agreement to read as follows: 22. Exhibits All exhibits to the Amendment are attached hereto and incorporated herein as if fully set forth and in the event of any duplicative numbered or lettered exhibits, all exhibits to this Amendment shall superoede and replace any previous exhibits. 9. Provision 23 shall hereby be added to the Agreement to read as follows: 23. Hold Harmless Developer agrees to and shall hold City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of Developer or their contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. Developer agrees to pay all costs for the defense of the City and its officers, agents, employees, consultants, special counsel, and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Developer's actions in connection with the Project, any claims arising out of this Agreement, or any approval or certification by the city relating to the Project. This hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been Page 13 of I4 75D -57 ___ __ 104 suffered, by reason of the events referred to in Section 11.5 or due by reason of the terms of, or effects, arising from this Agreement or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the 'Project. Developer 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 any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or' property rights 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, 10, This Amendment may be executed in counterparts which, when both of the parties hereto have signed this Amendment, shall constitute an original. "t 11. The Effective Date of this Amendment, when both parties hereto have signed this Amendment, shall be the latest of the dates set next to the signatures of the parties below, and such date shall be inserted into the preamble of this Amendment; 12. Except as hereby amended, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the Effective Date. ATTEST: CITY OF SAN ANA 4YorC l< By 4al. /9 ca C..Guy e i! l rk of the Council Va o 14 of 14 7 D-58 APP VED AS TO FORM; DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION ary A e z By sis nt ity Atto ey Name _ �3ro OJAI Title �feStL�Pr�h By tl� rt�GZdGCn.�cr�- Name JpNnl tJlc!%� Title JZCI�fr �y Date Page 15 of 14 --- _7� -59 105 1176 , CALIFORNIA ALL - PURPOSE AC"OWLEAGMENT State of California County of Orange On duly 19, 1999 before me, Janice O Guy DATE JANICE C, GUY, CLERK OF THE COUNCIL personally appeared, Mieuel A Pulido NAME(S) OF SIONERM personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose nam(s) is /are subscribed to the within instrument and acknowledged to me that XN 7,, he /she /they executed the same in his/her /their 4 R A authorized capacity(ies), and that by his/her /their 65 0 JUN 4 qbQ signature(s) on the instrument the person(s); or the entity upon behalf of which the person(s) acted, executed the instrument. v WITNESS my hand and official seal, % MAT 01 OF MEW OF THE COUNCI CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On ]uiy 20 1999 before me Maria Raano DATg MAMA EUANOo DEPUTY CLERK OF THE COUNCIL personally appeared, Janice C Guy NAMPS)OFSIGNWS7 personally known to me OR - 0 proved to me on the basis of satisfactory evidence to he the person(s) whose name(s) is /are subscribed to the �r !� within instrument and acknowledged to me that he /she /they executed the same in his/her /their 0 g P O R 4,% 7 , authorized capacity(ies), and that by his/her /their J igg5 0 + signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. �1 1a* WITNESS my hand and official seal, SIGNATURE OF DEP T u"KK OF THE COUNCIL '"^+ 75D -61 107 IM Sta' Cot On pen personally known to me – OR – 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within' instrument and acknowledged to me that he /she /they executed the same in his/her /thelrauthoriized capaclty(les), and that by his/her /their slgnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, ' m - Mauled the instrument, PHYLLI5 SOLOY Commission 411534M WITNESS m hand and official seal. 6MyCornrn.I5#e$Aug Notary Puollc- Cali fornia y orange County 24,2Q1 81goolum. of Notary public OPTIONAL Though the information bolov is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Documenrfrr Document pater e.. _ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name �� . cu r- ❑ Individual Corporate O 'car Title {r,); �r'u�c..Le'<.�' G Partner — ❑Limited El General 0 Attorney -In -Fact EI Trustee • Guardian or Conservator • Other: Tap of thumb hero Signer Is Representing: r 0 1695 Notional Nnlary ktoolalloo - Me Rommel Ave, M Oax7194 - gon46g Signer's Name; ❑ Individual Corporate Officer �1 �� ❑ Partner ❑ Limited 0 General ❑ Attorney -in -Fact • Trustee • Guardian or Conservator Mffiffia El Other: Top of thumb here Signer Is Representing: 75D -62 Prod, No. IsM Im V, viq .......... ............ ....... . ............... ............... ...... ............ . i. ..... ..... . 'N ......................... ...... . ........ 58.1 EX. RIN 58.3 ... .......... - .... -1-11 .... 14, NW PROP, RIW 6us TURNOUT ...... I PER ?:Pf 40 5 Fdl PLAN lvw 114 RIOW, I FX KOLL ALLOTWIVT r% nn I OU-00 N.T.S. /1%77 EXHIBIT 11 u PROPOSED BUS TURN OUT (FACE I OF 1) NW COR". SW, 114,. NW 114, SEC. 24. T-9S., R.70 W, ............. 1�58J .. .. ................. EDINGER AVENUE 5b 2 56.1 InuEPLYEDiNcERsTRE.,r) . ............... . .......... ........ . . ..... ... ... .. .. .. .. . ........ . . .. . .. ........ FOR. w 112, IN 114, SECrION 24, T55, 5'B'M' 58.1 EX. RIN 58.3 ... .......... - .... -1-11 .... 14, NW PROP, RIW 6us TURNOUT ...... I PER ?:Pf 40 5 Fdl PLAN lvw 114 RIOW, I FX KOLL ALLOTWIVT r% nn I OU-00 N.T.S. /1%77 EXHIBIT 11 u PROPOSED BUS TURN OUT (FACE I OF 1) 110 5' LANDSCAPE E'LY --� AREA PROPERTY LINE +► 3' MASONRY WALL 9 UTILITY EASEMENT TO SANTA ANA 1 18" 30" STORM DRAIN 70` (POMONA TO EDINGER) SCALE: I" = 5' EXHIBIT »ran (PAGE 1 OF 2) TYPICAL SECTION THROUGH FLY PROPERTY LINE i H: \GRP5 \PDATA\ 33758 \DWG \EXHI61T5 \DAEXHIib,DWG 75D -64 ( _I �'E,gNCTRAcr No. 2611, M,W t57/4R STHSd7f 20' WIDE DRAINAGE & UTIL I TY EASEMENT 1-14 5' LANDSCAPE AREA SCALE: 1" = 120' I I� ua z (I BERKELEY STREZY 11 �yI I i Ill X IBI1 "1 " (PAGE 2 V 4 dl II I( LH MATER LIEI HIGH SCHOOL I STANFORD STREET LU� mx II (O II II I I POMONA STREET II i 25 II w w _ _ I—I 20' WIDE DRAINAGE & UTILITY EASEMENT 24 PROP/ T "F (SEE EXHIBIT "P I (I BERKELEY STREZY 11 �yI I i Ill X IBI1 "1 " (PAGE 2 V 4 112 SCALE: V = 20' ( EDINGER AVENUE (FORMERLY EDINGER STREET) PER TRACT NO. 2011, M.M. 57/44 7- r F. AREA TO BE DEDICATED FOR PUBLIC STREET PURPOSES Cw 0 N29'i6fi 64 G 1 FOR. w 112, sY/ 114, rvw 114 POR. OF BAKER STREET < (TO BE VACATED} s£CrIDN 24; 755, R101N, OA TA TABLE 1w. TA RAOILS LENGTH F.W, 1<0-11- ALLOTMEIVr _ J___ _____________ __________________ 1 62'4702* 25.00' 27.79' EXHIBIT T EDINGER AVE. (4 BAKER ST. DEDICATION - 75D-66 Hi\ GRPS\ PDATA \J37S @ \D� \EXHIBITB \UAkTn�.�m I � � I /^-1 113 fAN ............. ........ . . . . . . . . . . . . . . ................... . . . . . . . . . . . . ............. ...................... 'EDINGER A .................. . ... ...... 7� ROAD . . ION OF FRONTAGE . . . . . . TO BE _ABANDONED EXIST , CURB PROP. RIW OP. CURB ..... ..... 58.8 R . . . . . . . . . . .. .. : . . . . . . ......... Z, ....... . Nh i,. FRONTAGE ROAD R W CORNER CUTOFF- 1 59.8 BAKER (TO BE V I i .7 "s m 15 at .......... PROP. rAIE EXHIBIT "ki (PA I OF 1) ENTRANCE TO PARKING LOT ON EDINGER AVEEJNUF- I Mj—%) f SCALE: 1' = 40' .... . ... ...... Ah ........... — 113 fAN ............. ........ . . . . . . . . . . . . . . ................... . . . . . . . . . . . . ............. ...................... 'EDINGER A .................. . ... ...... 7� ROAD . . ION OF FRONTAGE . . . . . . TO BE _ABANDONED EXIST , CURB PROP. RIW OP. CURB ..... ..... 58.8 R . . . . . . . . . . .. .. : . . . . . . ......... Z, ....... . Nh i,. FRONTAGE ROAD R W CORNER CUTOFF- 1 59.8 BAKER (TO BE V I i .7 "s m 15 at .......... PROP. rAIE EXHIBIT "ki (PA I OF 1) ENTRANCE TO PARKING LOT ON EDINGER AVEEJNUF- I Mj—%) f 114 , _. 75D -68 m rl 1 � 4 r r 7' v N O u� °c PROPI R/Yl (SEE ENTBIT "P") 588 1 �I �rI o . i d , of ` h i W W `1. 17 N w a J w i4 Q ED1 1 i- 105. Je' . 2 STANFORD STREET ----------------------------------- DATA TABLE a N `° 9 SWIM TA RADIUS LENGTH -- --- 4 r S88 16 "06 "£ -- - -- _' 4 N88'10'40'W 2 NO!'43'54'E RWMY VINCCR 37RdE7f M,M, $7/44 1 SCALE:. 1" _ 120' S86110'40'E i- 105. Je' . STANFORD STREET ----------------------------------- DATA TABLE `° ND SWIM TA RADIUS LENGTH '`- 105.02 ^° 1 S88 16 "06 "£ -- - -- _' -_27 00' N88'10'40'W 2 NO!'43'54'E -- 17.20' 5 3 N4624'11 'r 35.10, 85 4 71'J5'29* 19.00' 7J. 74' 5 6 89'20'59' 70.00' 15,59' O 6 69'54'J4' 10:00' 15,69' — — 7•�— _ 7 SO1'J9'53'W -- 90.00` ma, 7 s 'lo as'w -- 90:o ' _ 84 10 90'05'26 * 10.00' 15.72' 8 11 89 54'J1 " 10.00' 15.69' 588'1O'J7 £ 12 N88'10'J7'W ^105. J2 L, 1J 14 SO1'39'47'W 90'05'29 * -- 10.00' .3040' 15.72' B V^l r' POMONA STREET 15 N88'1D'J7'W -- 72.91' a • — 16 90'05'29' 47, 00' 7J.80' 1J t2 17 06'50'51' 258.69 JO.92' —105.01' •"`- 18 16'46'46" 25,00' 7.32' NO 70'J7 "W 19 S88'16'067 -- 33.76' 9 20 SOP4J'54'W -- 45.63' — __j zs 10 ti 12 BERKELEY STREET .w ww /bU -by 115 EXHIBIT 'M 7REETS TO BE ABANDONED DRAIN atVERT & CATCH BASIN / 6' MASGARY WALL, SCALE. • 1 x=20' ' me DRATNAa ANSI UratrY v.,LmoT O' WILLS DgAImcC, UTILITY AM A,ERCENCY ACCESS EASBENr — STORN DRAIN PIPE 5' LANDSCAPE AREA d a pa d tr a ElYPROPERTYLINE EXISTINC DRIVEWAY d Pb V �9 , e 7 � EMERGENCY ACCESS DETAIL POMONA STREET 75D -70 7 ° v o a EXISTING DRIVEWAY 5 � trK 4, o au "'� a 4 tl < (CJ} ti a< � a acv Z d sa o e fl" n a 12' 6' 12' v W 18' 18' c a a a d d a >d n d p o-n d EMERGENCY ACCESS DETAIL POMONA STREET 75D -70 SCALE., 1 "F20' 20' W10C DRAINAGE AXO UTILIty EASEMENT 60' WIX ORA IMAGE, UTILITY AhO CICRO CY ACCESS EASEWNT 20' EWR hCY ACCESS / CAI E Wr KNOX $OX k DWY. W/4" CF l STld4M DRAIN PIPE a a a a b a G b na P na P a P d na P P ns p\ \ 5' LAAOSCAPE AREA ELY PRCPERTY U/C EIISTINO CRIVEWAY EXISTIZ DRIVEWAY n 4' i ti ti H ti n b, 6 na ° p a U e W L 0 5D -7 D a 4' J w. w 117 EXHIBIT "" EMERGENCY ACCESS DETAIL STANFORD STREET dA •s .M a s SCALE: 10 = 30' PROP, CA, TE PROPOSED DRIVEWAY 1 W W "+ w PROPOSED PROP. RIP DEDICATION 5' WIDE LANDSCAPE AREA 20' WIDE DRAINAGE & -e UTILITY EASEMENr 15' WIDE LANDSCAPE AREA ,�r PROP, R/W DEOICATION UNDER SIDEWALK DRAIN _ _ EX1Sr! CURB BERKELEY STREET PROP, STOP SAR AND SIGN 75D -72 E'LY P/L EXHIBIT �l 'F—,- FRONTAGE ROAD DETAIL. 199 ab AD eb ab •D a Dpd D d b d Dvd �vd bvd p D a e d bvd Y D a p p Ap Ap +p p D aba• d ==IZZF = � D> e SCALE 1" = 20 —CATCH BASIN a a v b a AD a e +v 6 . D 15 WIDE LANDSCAPE SETBACK i , p W 15 v ba D A e 10 STORM DRAIN PIPE fi < I A D A L11 20' WIDE DRAINAGE AND '; 9 UTILITY EASEMENT Dam LU + A D aD a4 e7 pb °D 5' LANDSCAPE AREA a CATCH BASIN P� a d as o a d Q d 8' MASONRY WALL ` "'d 0 EXIST, CURB E'LY PROPERTY LINE s.1 W & GLITTER EXIST. SIDEWALK a d a EXIST, CURB z LL FRONTAGE ROAD DETAIL. 199 120 i. , , 617199 OFFSITE- Schedule A Mate r Del High Schoai Offslte Improvements City Project NO. '1616 Canstruction Cost Estimate EXHIBIT "R" CONSTRUCTION COST ESTIMATE 75D -74 CITY OF SANTA ANA Item No. Item Unit of Measure Estimated Quantity I )tern Price (in figures) Total (in figures) STREET IMPROVEMENTS 1 Clearing & Grubbing LS 1 $72,408 $72,408 2 Unclassified Excavation (IncludesAC and PCC Pavement) CY 1,180 $35 $41,300 3 Construct -Asphalt concrete Pavement TON 578 $51 $29,478 4 Construct PCC Curb and Gutter LF 825 $16 $19,200 6 Construct 4" PCC Sidewalk SF 8,542 $8 $68,336 61 Construct Driveway Approaoh SF 420 $8 $3,360 7 Adjust Manhole 10 Grade EA 5 $339 $1,695 8 AdjustValve Box and Cover to Grade EA 5 $198 $990 9 Signing, Striping, Marking LS 1 $5,650 $5A50 10 Baker @ Eelinger Signal Modification LS 1 $129,950 $129,950 11 Landscape and Irrigation Repair LS 1 52,825 $2,825 DRAINAGE IMPROVEMENTS 12 Construct 3.5' Curb Opening C.B, per CSA Std. 309 1 EA 2 $5.085 $10,170 13 Construct 7.0' Curb Opening C.B, per GSA Std, 303 EA 1 $6,216 $6,215 14 Construct Parkway Culvert per APWA Std, 151-1 EA 2 $2,260 $4,52° 15 Construct C.B, /Parkway Culvert per APWA Std. 314 -2 EA 1 $5,085 $5108. 16 Construct 24" RCP LF 305 $90 $27,450 17 Construct 18" RCP LF 410 $79 $32,390 18 Construct 19 "X30 " Elliptical RCP LF 95 $136 $12,920 19 Construct Junction Chamber per C SA Sid. 306 EA 2 $3,390 56,780 20 Construct Transition Structure per iAPWA'Sid. 340 -1 EA 1 $2,625 $2,825 21 ConstructCCncrete Encasementll.Itllity PCC Bridge LF 150 $281 $4.200 Sub -Total $481,747 Contingency $68,253 Total Estimated Cost $550,000 EXHIBIT "R" CONSTRUCTION COST ESTIMATE 75D -74 t 4�YItlYFM �-i I' 121 v (E ED /NCER AVENUE fnPMEW cnwaEa MmT) I ti SCALE: i" = 120' Iw 3 I I I — i d 1 Sr d JO f STANFORD STREET d JO' Z 35 o I 2 EXISTING UTILITY POLES, GUY WIRES do ALL APPURTENANTS 34 TO " E REMOVED BY CITY OF q a z — ! SAN A ANA 1 K r POMONA sTPEET "I F-9 J +� to Z5 I 11 s —7I �4 JO' JO' 12 / BERK€LEY STREET II I EXHIBIT nSn UTILITY POLE FEWWALS H.�GaPS,PnATA 75D -75 11 _ r REU 7121195 ORDINANCE NO. NS- 2260 AN ORDINANCE OF THE CITY OF SANTA ANA REZONING CERTAIN PROPERTY LOCATED AT THE SOUTHEAST CORNER OF BRISTOL STREET AND EDINGER AVENUE FROM THE 01 (COMMUNITY COMMERCIAL), C5 (ARTE- RIAL COMMERCIAL), R2-B (TWO-FAMILY RESIDENCE - PARKING MODIFICATION) , AND P (PROFESSIONAL) DISTRICTS TO THE 0 (OPEN SPACE) DISTRICT, AND APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION, PERTAINING TO SAID PROPERTY WHEREAS, Amendment Application No. 95 -2 has been filed with the City of Santa Ana by the Diocese of Orange Education and Welfare Corporation, to change the zoning district designation of certain real property located generally at the southeast corner of Bristol Street and Edinger Avenue in the City of Santa Ana, and more specifically delineated in Exhibit 1, attached hereto and incorporated herein by reference, from the Cl (Community Commer- cial), C5 (Arterial Commercial), R2 -B (Two- Family Residence- Parking Mortification), and P (Professional) districts to the 0 (Open Space) district; and WHEREAS, the applicant Diocese of Orange Education and Welfare Corporation has requested the approval of a Development Agreement with the City of Santa Ana in the form set forth in Exhibit 2, attached hereto and incorporated herein, in accordance with sections 65864 - 65869.5 of the Government Code of the State of California; and WHEREAS, the Planning Commission of the City of Santa Ana held a duly noticed public hearing on July 10, 1995, on the said Amendment Application and Development Agreement, and, based thereon, has determined that the development as proposed therein is consistent with the general plan of the City of Santa Ana, and has recommended that the City Council approve the Amendment Application and Development Agreement; and WHEREAS, this council, prior to taking action on this ordinance, has held a duly noticed. public hearing, on the said Amendment Application and Development Agreement; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: 1. The 0 (open Space) district designation, as proposed in Amendment Application No. 95 -2, and the Development Agreement are ✓ 1 75D -76 r- hereby found and determined to be consistent with the general plan of the City of Santa Ana and otherwise justified by the public necessity, convenience and general welfare; 2. Those parcels of real property located generally at the southeast corner of Bristol Street and Edinger Avenue and more specifically delineated in Exhibit 1t attached hereto and incorpo- rated herein, are hereby reclassified from the C1 (Community Commercial), C5 (Arterial Commercial), R2 -B (Two- Family Residence- Parking Modification), and P (Professional) districts to the 0 (open Space) district. Amended Sectional District Map number 24 -5 10 showing the said changes in use district designations is hereby approved. 4.. That certain Development Agreement between the City of Santa Ana and the Diocese of Orange Education and Welfare Corpora- tion, in the form set forth in Exhibit 2, attached hereto and incorporated herein, is hereby approved, and the Mayor is autho- rized to execute said Agreement on behalf of the City of Santa Ana following its execution by the Diocese of orange Education and Welfare Corporation, and the Cleric of the Council to attest to the same. 5. The Clerk of the Council is directed to cause a copy of the said Development Agreement to be recorded in the official records of Orange County, California, within ten days following its effective date. As use herein effective date means the date thirty days after the date of adoption of this ordinance. ADOPTED this 21st day of AU(Tust , 1995. ATTEST: ice C. Guy erk of the Council COUNCILMEMBERS; MOM . Pulido Ave APPROVED AS TO FORM; Richardson Aye_ Espinoza Ayes - - -•WA Lutz Lye McGuigan Ave— Edward oo r Mills ASP City Attorney Moreno Aye 2 75D -77 003 li• CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange T, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Ordinance NS - ,7. t d to be the original ordinance adopted by the City Council of the City of Santa Ana on ` 95"� ; and that said ordinance was published in accordance with the Charter of the City of Santa Ana, Date; Clerk of the Co Heil rl City of Santa Ana 75D -78 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 lE Recorded in the county of Orange, California liar L Granville Clark /Recorder I11N11111ri1� 1II11II11111111111111111111111101111 QUO 19950419668 1,14pm 09/26/95 008 12800674 12 24 Al2 40 7.00 117 00 0.00 0.00 0.00 0,00 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Development Agreement ") is made and entered into this 21st day of August , 1995, by and between the CITY OF SANTA ANA, a municipal corporation organized and existing under the laws of the State of California F (the ' +City+") , and the DIOCESE OF ORANGE, EDUCATION AND WELFARE CORPORATION, a California nonprofit corporation ( "Developer ") ©WVrR R E C I T A L 82 A. California Government Code Sections 65964 et seg. provide that the legislative body of a city may enter into a development agreement for the development of real property in order to vest certain rights in the developer and to meet certain public purposes of the local government. Pursuant to California Government Code Section 65965, the City has adopted its Resolution No. B2 -98 ( "Resolution No. 82-98 "), establishing procedures and requirements for the approval of development agreements. Developer has applied to the city pursuant to California Government Code Sections 65864°- 55869.5 and pursuant to said Resolution for approval of the Development Agreement set forth herein. B. The Developer and the City desire to enter into this Development Agreement in order to facilitate the physical expansion and improvement of an existing private secondary school (the "Development ") . The Development will be located partly on certain property presently owned by the Developer (the "Original Parcel ") which is shown as the Original Parcel on the map-set forth on Exhibi�'�,��8, attached hereto, and which is described in Exhibit .H attached hereto. The Development is also proposed to be located partly on three additional parcels proposed to be acquired by the Developer (the "Additional Parcels ") which are shown as Additional Parcel No. 1, Additional Parcel No. 2, and Additional Parcel No. 3 on Exhibit A. Additional Parcel No, 1 is presently owned by Clark L. Loomis and James C. Loomis, Trustees of The Loomis Family Trust and is described in Exhibit C, attached hereto. Additional Parcel No. 2 is presently owned by First National Hank of Dona Ana County, Trustee for The Charles Loomis Family Trust and is described in � XN13a) 2 75D -80 003 Exhibit„], attached hereto. Additional Parcel No. 3 is presently owned by the City and is described in Exhibit E, attached hereto. The original Parcel, Additional Parcel No. 1, Additional Parcel No. 2, and Additional Parcel No. 3 are herein referred to collectively as the "Property.° C. The City has conducted duly noticed public hearings on this proposed Development Agreement pursuant to Government code section 65867 and Resolution No. 82 -98 and has found that the provisions of this Development Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the CityPs General Plan as amended by the General Plan Amendment referenced below (the "General Plan ") . Prior to or concurrently with its approval of this Development Agreement, the City Council of the City (the "City Council ") has also approved: General Plan Amendment 95 -1 and Zoning Amendment AA 95 -2. D. As permitted by law,, the City and the Developer desire to establish design and development standards for the entire build -out period of the Development, including all phases thereof, if any, the permitted uses for the Development, and to identify the scope of public infrastructure improvements to be required for, and as a result of, the Development. E. The City, by electing to enter into contractual agree- ments such as this one, acknowledges that the obligations of the City shall survive beyond the term or terms of the present City Council members, that such action will serve to bind the City and future City Councils to the obligations thereby undertaken, and this Development Agreement shall limit the future exercise of certain governmental and proprietary powers of the City. By approving this Development Agreement, the City Council has elected to exercise certain governmental powers at the time of entering into this Development Agreement, rather than deferring its actions to some undetermined future date. The terms and conditions of this Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Development will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this obligation. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consider- ation, the adequacy and receipt of which is hereby acknowledged, the parties do hereby agree as follows: 1. AR 1p icat on. This Development Agreement pertains initially to the'Original Parcel. This Development Agreement shall apply to Additional Parcels Nos. 1, 2 and 3 at such time as the Developer acquires 75D -81 MW !, title to each such Additional Parcel and it is intended that no further or additional action be necessary by either party hereto to make this Agreement effective as to such property; except that section 12 of this Development Agreement shall be effective immediately upon the Effective Date of this Development Agreement. 2. Term. (a) The "Effective Date" of this Development Agreement shall be the effective date of the ordinance adopted by the City approving same, with the understanding that Developer shall execute this Development Agreement prior to its submittal to the City council for approval. (b) The term ( "Term ") of this Development Agreement is twenty -five (25) years from the Effective Date, subject to earlier termination as hereinafter provided. Unless otherwise specified, the obligations herein and the rights herein shall remain in full force and effect throughout the Term. (c) The City may terminate this Development Agreement prior to expiration of the 'term if the Developer fails to perform its obligations under this Development Agreement, subject to the requirements of section 13. 3. Permitted Use 9X ti3.e Px4P.erty. The parties agree that the use of the Property as a private secondary school offering general, technical, vocational and college preparatory education to students in grades 9 through 12 is a permitted use of the Property, subject to the right of the City to enforce all laws which do not conflict with the rights of the Developer under this Development Agreement. In addition, a permitted use of Additional Parcels Nos. 1 and 2 is apartment use until such time as the apartments are replaced and a permitted use of Additional Parcel No. 3 is office or classroom use, provided such office or classroom use is carried on exclusively in conjunc- tion with the school on the original Parcel. 4. Special Development Standards. The following standards shall apply to the Development notwithstanding anything to the contrary in the land use and development plans and regulations of the city as they currently exist or may be hereinafter amended: (a) Intensity of use: The number of students attending the school on the Property shall not exceed 2,200 at any one time. 75D -82 mm (b) Maximum height of buildings: No building on the Property shall exceed 50 feet in height within 100 feet of residential property, or '75 feet otherwise. (a) Maximum size of buildings: The aggregate floor area of all buildings on the Property shall not exceed 230,000 square feet. (d) A minimum of 200 parking spaces shall be maintained on- site. (e) A minimum 15 feet landscaped setback shall be maintained along all streets right -of -way except where existing structures encroach at the bus turn out on Edinger Avenue and where the proposed storm drainage structure encroaches to within five feet of Berkeley Street. (f) A minimum 5 feet landscaped setback shall be maintained along all interior property lines, except that the storm drainage channel may be adjacent to an interior property line provided there is a 5 feet landscaped planter along the opposite edge of the channel. (g) Fire protection systems and fire lanes shall be provided to the satisfaction of the Fire Marshall. (h) site access shall be from Bristol and Edinger Streets only (except for maintenance access from Baker Street and emergency vehicle access at Pomona and Stanford streets, as detailed on Exhibits N and O). (i) on -site circulation shall meet minimum City Standard of 23 -foot aisle width, 24 -foot radius turn- around area for passenger vehicles (40 foot radius for buses and trucks) , continuous forward movement of passenger vehicles, 60 -Root entry throats and 8'J x 13 foot parking stall sizes. (j) A minimum 35 feet on -site student drop -off zone shall be provided. (k) Perimeter limited access gates may be constructed provided that they are open during all business /school hours, visible to the street when closed, and located no closer than 20 feet from the street right -of -way. (1) Parking lots shall be landscaped with 150 square feet minimum planters at the end of rows of parking. (m) An eight feet masonry wall shall be provided along the east property line abutting residential. (n) Ornamental .iron or similar fencing shall be used if fencing is provided around the campus buildings along Edinger and 4 75D -83 Oil Bristol. Streets. Chain link may be utilized at athletic fields. (o) The Building Security Regulations (S.A.M.C. Chapter B, Article 2, Division 3) are applicable only to new buildings and remodels exceeding 50% of the value of the existing building or structure. These regulations do not apply to unopenable windows or mechanical shafts that are not accessible. Waiver requests from these regulations will be considered as each building is being reviewed in Building Division plan check. on -site manned security shall be a consideration in evaluating waiver requests. (p) The City will conduct architectural review as a component of the Development Project Plan Review process as to: a Architectural compatibility to the site and area; • Architectural treatment on all sides of buildings; • Architectural finishes, materials and colors; and • Compliance with general architectural design standards applied citywide. However, the City will not mandate a particular architectural style (i.e. mission, post modern, cape cod) on the project. 5, General Development Standards Except as otherwise provided in Sections 4 and 6 of this Agreement, the City and Developer agree that the general plan provisions, ordinances, rules, regulations and official policies of the City establishing design, density, improvement and construction standards which are in effect as of the effective date of this Development Agreement shall govern the Development during the Term of this Development Agreement; provided, however, that development standards as revised after the Effective Date of this Development Agreement may be applied to the Development with the mutual consent of the Developer and the city's Planning Manager. Non- vested City Laws and Regulations (a) Developer and all persons and entities in occupation of any portion of the Property shall comply with all City laws and regulations which do not conflict with the use and development of the Property pursuant to this Agreement as such City laws and regulations may from time to time be• enacted or amended hereafter. Specifically, but without limitation on the foregoing, the use and development shall comply with the following types of City laws and regulations as they may from time to time be enacted or amended hereafter: 75D -84 I (i) Taxes, assessments, fees and charges; provided, however, that the collection of certain development fees shall be governed by subsection (b),of this section. (ii) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Codep (iii) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city -wide basis; (iv) Procedural rules of general city -wide application. (b) The Transportation System Improvement Fee (currently established by S.A.M.C. S 8-44) 1 the Drainage Area Fee (currently established by S.A.M.C. 55 34 -191 et seq.) and the Sewer Connection Fee (currently established by S.A.M.C. 5 39-53) shall be paid by the Developer in the rates in effect at the tier•; payment is due. However, the calculation and collection of such fees shall be governed by the following principles., (i) Transportation system Improvement feet q Payment shall be due at the time of issuance of building permits. • The fee will not be applied to the remodel or rehabilitation of existing buildings. o No credit will be given for any demolition. (ii) Drainage Area Fee: e payment will be due at the time of filing of a final parcel or tract map. A 12 -acre credit will be given for previous fees paid for the Property. (iii) Sewer Connection Fee: • payment shall be due at the time of issuance of building permits. • credit will be given for fixture units removed due to demolition. No fee shall. be collected for the rehabilitation or remodel of a building unless there is a net in- crease in the number of fixture units- 0 75D -85 013 The parties also understand tat the, City currently collects a fee on behalf of the Orange county SaAt�tion District and that that district determines the rules for calculation and collection of that feel as well as the amount. The City shall not impose any fee on the Developer for the construction of street medians. 7. Dedications and street Improvements. Developer agree to make the following dedications of land to the City in connection with the Development: (a) A right-of -way easement for a diagonal corner out -off on the northwest corner of the Property, at the intersection of Bristol Street and Edinger Avenue, as shown on Exhibit F, attached hereto and incorporated herein. (b) A right -of -way easement for a bus turn -out on the Edinger Avenue frontage of the Property, as shown on Exhibit G, attached hereto and incorporated herein. (c) A 20 -foot -wide drainage and utility easement, and two 60 feet by 5 feet drainage, utility and emergency access, easements on the easterly property 'line fronting Stanford and Pomona steets, located as shown on Exhibits H, N, 4, and P attached hereto and incorporated herein. (d) A right -of -way easement for a diagonal corner cut -off at the southwest corner of Edinger Avenue and the proposed main entrance, as shown on Exhibit I, attached hereto and incorporated herein. Prior to the issuance of a certificate of occupancy for any new building on the Property, Developer shall make dedications (a) and ('b), above, and shall, at Developer's sole cost, dry the street work necessary to improve the bus turn -out in accordance with city standards. The City shall do the corner cut -off street work at Bristol and Edinger, at the City's sole cost, at such time as the City widens and improves Bristol Street in the vicinity of the Property. Dedications (c) and (d) , above, shall be made by Developer promptly following the clearance of all existing improvements from the Additional Parcels. The installation of drainage improvements shall be the responsibility of the City, in accordance with Section 11 of this Agreement. At such time Developer shall, at Developer's expense improve the Edinger main entrance in accordance with Exhibits J and Q, attached hereto and incorporated herein and City standards. The City shall do the necessary median changes in Edinger Avenue in accordance with Exhibit J at its own expense at such time as Developer improves the Edinger Avenue main entrance. 75D -86 1 Also, in the event the City installs traffic signals at an intersection adjacent to the Property,, Developer agrees to provide the city with an easement for the installation of underground traffic signal appurtenances, if it is necessary for such appurte- nances to encroach into the Property. The installation shall be at no cost to the Developer. Developer agrees to make the dedications referenced in this section without payment from the City in consideration of receiving the city's approval of this Development Agreement. No other dedications of land will be required by the City in connection with the Development during the Term of this Development Agreement. However, nothing herein shall be construed to limit the City's ability to acquire any portion of the Property, or rights therein, through the exercise of its power of eminent domain. a. Site and Development Plan, it is agreed by the parties hereto that the site and Develop- ment Plan prepared by Developer and submitted to the city at the time of the city's review and approval of this Development Agreement, a reduced copy of which Site and Development Plan is attached to this Development Agreement as Exhibit K, conforms to the development standards established for the Property by this Development Agreement. It is understood, however, that said Site and Development Plan is conceptual only, and that nothing herein shall be construed to require that the development of the Property be in accordance with the said Site and Development Plan provided the development of the Property is otherwise consistent with the development standards established by this Development Agreement. it is recognized that there may be changes in the site and Development Plan and any such changes that are in substantial conformance with the development standards established for the Property by this Agreement shall be approved by the City. Further, nothing herein shall be construed: (i) to relieve Developer from obtaining development project plan approval pursuant to sections 41^-666 et seg. of the Santa Ana Municipal Code, whether the proposed development of the Property is in accordance with the site and Development Plan or not, nor (ii) to prohibit the City from imposing reasonable conditions on such development project plan approval consistent with the development standards established by this agreement, provided however no such review shall authorize or permit the City to impose any condition or withhold approval to any proposed building or plan modification, the result of which would be inconsistent with any provisions of this Development Agreement. Developer, through oversight and management, shall use its best efforts to assure that staff and students attending the school on the Property fill on-site parking spaces first, parking spaces M 75D -87 015 in the City lot referenced in paragraph (b) of section 12 (when completed) second, other available off- street parking facilities third, and on-street parking last. Developer shall also use its best efforts to promote vehicle trip - reduction practices. Developer is exempt from other city requirements concerning parking management and trip reduction. 9. vesting of Development Rights. As a material inducement to Developer to continue with diligent efforts to promote the development of the Property, the City desires to cause all development rights which may be required to develop to completion the Property with the Development consistent with this Agreement, to be deemed vested in Developer for the benefit of the Property, as of the time specified in Section l of this Development Agreement, to the greatest extent permitted by law, and to be free of all discretionary rights of the City or any body or subsequent building moratorium, ordinances, rules, regulations, policies or restrictions on development which are inconsistent with this Development Agreement. Notwithstanding the foregoing, nothing set forth in this Development Agreement shall be deemed to require Developer to commence cr complete the Development. in accordance with the terms of Government Code Section 65866, ` the City and Developer agree that the general plan provisions, ordinances, rules, regulations and official policies of the City in effect as of the date of this Development Agreement governing the design, density, permitted land uses, improvement and construction standards applicable to the Development (collectively, the "Existing Development Regulations") shall govern during the term of this Development Agreement. The City shall not, in subsequent actions applicable to the Property or the Development, apply general plan provisions, ordinances, rules, regulations and policies which conflict with the Existing Development Regulations, except with the mutual consent in writing of the City's Planning Manager and the Developer. Except as otherwise provided in this Development Agreement, no amendment to or revision of, or addition to any of the Existing Development Regulations without the mutual consent in writing of the City's Planning Manager and the Develop- er, whether adopted or approved by the City Council or any office, board, commission or other agency of the City, or by the people of the City through charter amendment, referendum or initiative measure or other vote, shall be effective or enforceable by the City with respect to the Development, its design, grading, construction, remodeling, use or occupancy, schedule or develop- ment. Fl 75D -88 016 lo. Environmental compliance. The "Negative Declaration" for the Development is incorporated herein by reference as through fully set forth at length. The City and the Developer acknowledge that to the extent that said document identifies certain mitigation measures applicable to the Develop- ment, Developer agrees to implement the various mitigation measures recommended to be implemented by the Developer pursuant to the said document, provided that the Developer proceeds with the Development and commences construction. The City agrees to implement the various mitigation measures recommended to be implemented by the City pursuant to the said document, provided that the Developer proceeds with the Development and commences construction. city agrees that no subsequent or supplemental environmental impact report shall be required for subsequent discretionary approval except as set forth in California Public Resources Code § 21166. 11. Street vacations The City shall vacate the excess right -of -way of Bristol Street shown on Exhibit L, attached hereto and incorporated herein, promptly following the execution of this Agreement. The City shall vacate and abandon the City's right of way easements over Baker Street, Stanford Street, and Pomona Street to the extent they abut the Additional Parcels, and over the Edinger frontage road to the extent it abuts the original Parcel and Additional Parcel No. 3, as shown in Exhibit M, attached hereto and incorporated herein, and shall remove street improvements from the said vacated streets and construct public drainage improvements in the area of the drainage easement granted to the City by Developer pursuant to Section 7 of this Development Agreement, in accordance with the following terms and conditions: (a) The said street removal and drainage improvement work shall be completed by the City prior to the last of the following dates: (i) The date occurring three (3) years after the date on which the city receives written notice from the Developer that the Developer has acquired title to all the Additional Parcels (provided the Developer has in fact acquired such title). (ii) The date occurring two (2) years after the date on which the City receives notice from the Developer that the Developer has removed all improvements from the Additional Parcels (provided the Developer has in fact removed such improvements). (iii) The date occurring two (2) years after the date on to 75D -89 , 10, -V Which the Developer dedicates the drainage easement specified in Section 7 of this Development Agree- ment to the City. (b) The City shall be responsible for the removal and /or relocation of all public utilities located in the area of the streets which are to be vacated pursuant to this section, without cost to the Developer (other than costs for any new utility connections which may be necessary).. (c) The street abandonments shall be accomplished by means of a parcel map merging the original Parcel and the Addi- tional Parcels into a single new parcel in accordance with section 66499.20k of the Government Code of the state of California. Developer shall cause a tentative map and a parcel map to be filed with the City for this purpose after the improvements on the Additional Parcels have been removed. (d) it is understood and agreed that the drainage 'improve- ments to be installed in the drainage easement shall be surface drainage facilities, as depicted on Exhibits H, N, 0, P and Q. it is further understood that such surface drainage improvement may not be sufficient to fully protect other improvements on the Property from stormwater damage during especially severe storms, and Developer assumes the risk of such damage. Developer shall keep the drainage facilities free and clear of all impediments to drainage and shall maintain the five -foot strip to the east of the drainage easement as a land- scaped area. 12. off- Lite narking mitigation (a) The parties hereto acknowledge and agree that the students attending the school park their automobiles on the local streets in neighboring residential areas; that the approval of this Development Agreement will not exacerbate that situation because this Development Agreement limits the number of students attending the school to 2,200 students; but that this Development Agreement allows the parties to jointly mitigate the student parking problem that will continue to exist unless mitigated by the provision of additional off - street parking areas. Therefore, the parties agree to undertake the off - street parking mitigation measures set forth in subsections (b) and (c) of this section. (b) The City agrees to construct a public parking lot on the east side of Bristol street north of Edinger Avenue as part of its Bristol Street widening project. The said parking lot shall contain approximately Soo parking spaces. The City shall not impose any charge for parking at the said parking lot. The parking it 75D -90 1 lot is contemplated to be constructed approximately in the year 1999. The city will not widen and improve Bristol Street north of Edinger Avenue without construction of the said parking lot. (c) The City agrees to sell to Developer and the Developer agrees to purchase, at fair market value, .Additional Parcel No. 3, for ultimate use and improvement as a parking area for students attending the school as shown on the Site and Development Plan specified in section S of this Development Agreement, subject to deed restrictions that give the City the right to reacquire title to the Property in the event that any portion of any building an Additional Parcel No. 3 is rented to any person other than Developer or that any such building has not been removed from Additional, Parcel No. 3 within ten (10) years of the date of acquisition of Additional Parcel No. 2 by the Developer. Developer shall be responsible for the removal, at Developer's expense, of the improvements on Additional Parcel No. 3 within ten (10) years after the conveyance of Additional Parcel No. 3 to' Developer. Developer may use the said area for other school uses including offices and classrooms if a substitute parking area for students having an equal parking capacity is provided elsewhere, either on the Property or on other property in the vicinity of the Property which either is owned by Developer or is subject to an easement or covenant which allows its use for parking appurtenant to the school on the Property. (d) The Executive Director of the city's Community Develop- ment Agency is authorized. () to determine the fair market value of Additional Parcel No. 3 based upon an independent appraisal of Additional Parcel No. 3 and (ii) to enter into purchase and sale agreements on behalf of the city with the Developer under mutually acceptable terms and conditions. The Mayor of the City is authorized to execute, on behalf of the City, in accordance with the terms and conditions of any such purchase and sale agreement, a deed conveying title to Additional Parcel No. 3 to Developer. 13. Default and Remedies. (a) Developer shall be in default under this Agreement upon the happening of one or more of the following events or conditions: i) if a material warranty, representation or statement made or furnished by Developer to the City is false or proves to have been false in any material re- spect when it was made; ii) A finding and determination by the City Council made following a periodic review under Government Code section 65B65.1 that upon the basis of sub- stantial evidence, Developer has not complied in good faith with a material requirement of this _ 12 75D -91 019 Development. Agrc: .nt; or iii) An express repudiation, refusal or renunciation of this Development Agreement, if the same is in writing and signed by the Developer. (b) The City shall be in default under this Development if it shall: i) fail to comply in good faith with the requirements hereof regarding the permitted development stan- dards and uses specified herein, or City's obliga- tions under Section 12, or ii) expressly repudiate, refuse or renounce this Devel- opment Agreement in writing. (c) Notwithstanding any provision of this Development Agreement to the contrary, except for Developer's default under subsection (a)(iii), Developer shall not be deemed to he in default under this Development Agreement, and the City may not terminate Developer's rights under this Development Agreement unless the City shall have first delivered a written notice of any alleged default to Developer, which shall specify the nature of such default. 9xcept for Developer's default under subsection (a)(iii), if such default is not cured by Developer within ninety (90) days of service of such notice of default, or with respect to defaults which cannot be cured within such period, Developer fails to commence to cure the default within 'sixty (50) days after service of the notice of default, or thereafter fails to diligently pursue the cure of such default until completion, the City may terminate Developer's rights under this Agreement. Upon the occurrence of a default by the city, as described in subsection (b)(i), Developer may give written notice to the city specifying the nature of such default. If the City has not cured such default within ninety (90) days of such notice, an event of default by the City shall be deemed to have occurred. The occurrence of a default by the City under subsection (b)(ii) above shall, at the option of Developer, and upon written notice to the City, immediately constitute an event of default by the city. (d) In the event a breach of this Development Agreement occurs, irreparable harm is likely to occur to the nonbreaching party and damages may be an inadequate remedy. To the extent permitted by law, therefore, it is expressly recognized that specific enforcement of this Development Agreement is a proper and desirable remedy. (e) In no event shall either party be entitled to damages against the other party based on the other party's default under this Agreement. 13 75D -92 020 14. Amendment or Cancellation. Except as otherwise provided for herein, this Development Agreement may be amended or canceled in whole or in part only by mutual consent of the parties, or their successors in interest, and in the manner provided in Government Code Sections 65855.11 65867, 65867.5 and 65867. 15. Enforcement Unless amended or canceled as provided in Section 16, this Development Agreement shall continue to be enforceable by any party to it, notwithstanding any change or other regulations adopted by the City which alter or amend the rules, regulations or policies applicable to the Development. 16. In the event that state or federal laws, ordinances, rules, policies or regulations or the laws, ordinances, rules, policies, or regulations of any other governmental or quasi- governmental entity are enacted after the Effective Date of this Development Agreement, or the action or inaction of any other affected governmental jurisdiction or any judicial decision prevents or precludes compliance with one or more provisions of this Develop- ment Agreement, or imposes a requirement on the Development materially different than as otherwise contemplates] by this Development Agreement, or requires changes in plans, maps or permits approved by the City or the development standards set forth in the Development Agreement, the parties shall: (a) Provide the other party with written notice of such restriction, together with'a copy of the applicable law, rule, regulation or policy and a statement in reasonable detail setting forth the conflict of same with the provisions of this Development Agreement; and (b) Promptly meet and confer with the other party in good faith and make a reasonable attempt to modify or suspend this Development Agreement to comply with such law, ordinance, rule, policy or regulation or judicial decision. Thereafter, regardless of whether the parties reach agreement on the effect of such law, ordinance, rule, policy or regulation upon this Development Agree- ment, the matter shall be scheduled for a hearing before the city Council upon thirty (30) days notice, for the purposes of determining the exact modification or suspension which is required by such law, ordinance, rule, policy or regulation or judicial decision. it is 14 75D -93 021 1 11 w the express intent of the parties to modify the Develop- ment Agreement to allow for the development of the Development in as close conformity to the terms and conditions of this Development Agreement as reasonably possible. Nothing herein shall preclude Developer from challenging the conflicting law, rule, regulation or policy. 17. Mortgagees. In the event the City receives written notice from any institutional lender or pension trust (a " Mortgagee") that it has obtained a deed of trust or mortgage on all or any portion of the Property (a "Mortgage "), together with a copy thereof, the City agrees as follows: (a) The City shall mail, first- class, postage prepaid, to each Mortgagee a copy of any notice given to Developer concur- rently with the giving of such notice to Developer. If Developer fails to cure such default within the period allowed in this Agreement, the City shall give another written notice to each Mortgagee of such failure. (b) The City shall not terminate or cancel this Agreement unless any mortgagee has cured any default curable by payment of money within thirty (30) days of notice or if a non - monetary default has commenced, in good faith, to cure all other defaults and diligently proceeded to cure all such defaults within a reasonable time. A default shall be deemed cured by the giving of a written agreement by any such Mortgagee or purchaser to continue to be bound by the terms of this Development Agreement, (c) The City shall accept the performance of any such Mortgagee or Purchaser as if such performance were rendered by Developer. Each Mortgagee and each such Purchaser shall have the right but not the obligation, to remedy any defaults of Developer within the time specified herein. No Mortgagee or Purchaser shall have any liability under this Development Agreement except for acts or events which occur while such Mortgagee or purchaser holds title to the Property or portion thereof. (d) The provisions of this section are solely for the benefit of Mortgagees and Purchasers and shall not otherwise impair any rights of the City against Developer. (e) No default or event of default hereunder by Developer shall defeat, impair or render invalid the lien of any deed of trust made in good faith and for value as to the Develop- ment or any portion thereof. -, (f) The City, by resolution of the city Council, may 15 75D -94 022 modify or add to the provisions of this section at the request of any institutional lender or pension trust providing financing so long as such requested modifications or additions pertain only to the rights of a Mortgagee hereunder and are not otherwise inconsis- tent with the terms of this Development Agreement, 18. Relationship of the Parties It is hereby specifically understood and acknowledged that the Development is a private project and that neither the City nor Developer will be deemed to be the agent of the other for any purposes whatsoever. 19. Notic es. Any notice or instrument required to be given or delivered to either party to the Development Agreement may be given or delivered by depositing the same in the United states mail, certified mail, postage prepaid, addressed to; City: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attention: Developer: Diocese of Orange Education and Welfare corporation 2811 Villa Real Drive orange, California 92667 -1999 Attentions Construction Manager Notice of a change of address shall be delivered in the same manner as any other notice provided herein, and shall be effective three days after mailing by the above- described procedure. 20. Severability. if any term, provision, condition, or covenant of this Development Agreement, or the application thereof to any party or circumstances, shall to any extent be held invalid or unenforce- able, the remainder of the instrument, or the application of such term, provision, condition or covenants or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Development Agreement shall be valid and enforceable to the fullest extent permitted by law. M. 75D -95 21. Entire Agreement. This Development Agreement and the Exhibits therein contain the entire agreement between the parties, and is intended by the parties to completely state the Development Agreement in full. Any agreement or representation respecting the matters dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Development Agreement, is null and void. IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. ATTEST: 4a ice C. Guy C erk of the Coundi1 APPROVED AS TO FORM: Ed J. o e city Attorney A Proved as to We CITY OF SANTA ANA a, r by jUTe-1 A. Pulido ayor DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION r by DATE: duly 19 1995 17 75D -96 F. McFarland Jahn Urell RE14 V23A5 023 State of California County Of __orange On .Tiny i9, 1995 before me, Anngtte H well IOATEI NAMEMTLE OF OFFIO(WI:e'JANE 006, NOTARY PueU4'1 personally appeared Borman F. McFarland INAMEIS) QF SIGNERISII and John 4rell 9* personally known to me -OR- 0 roved to me on the oasis of satisfactory evidence to be the person(s) whose name+s Is /are subscribed to in within Instrument and acknowledged to me the .J i +std fi R! 1 Ail (SEALI slgnatureisi on the instrument-the person(s) or the entity upon behalf: of which the erson(s) acted, executed tha instrument. Witness my hand and official seat. ATTENTION NOTARY The information requested below and in the column to the right is OPTIONAL. Recording of this document Is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any unauthorized document, THIS CERTIFICATE TAW ar Type of Oocunwnt Development AgrE:pment MUST BE ATTACHCD TO THE DOCUMENT NLUnbar of PoOe. 17 Doto o(Oocwmnl DESCRIBED AT RIGHT: Slptwrf.) 01W Then Nom.d Adova None POW RIGHT THUMBPRINT (OpS .NI fi0 F CAPACITY CLAIMED aY SIGNERS) OINDIVIDUALIS) OCORPORATE OFFICEPM) 0PARTNER(S) OLIMITED ❑GENERAL OATTORNEY IN FACT OTRUSTEE(S) ❑OUARDIANICONSERVATOR OOTHER: STONER la REPRESENTING: INsm+ or Poeonisl or entayikesl RIGHT THUMBPRINT tOptbnr,R CAPACITY CLAIMED BY SIONERiS1 ❑INDIVIDUALIS) OCORPORATE OFFICERiS1 (PTLEW OPARTNERIS) OLIMITED DOENERAL OATTORNEY IN FACT OTRUSTEEIS) 0OUARDIANICONSERVATOR nOTHER: STONER 15 REPRESENTINO: INEmo of Panonlal or Entltyll..) 025 I TOAL ENGINEERING 139 Avenida Navarro SAN CLEMENM CALIFORNIA 92672 (714) 492!8586 FN( (714) 498.8625 027 r oar QlacE !ate Q, SHUT NO - 1 OF 1 CALOUnTEO uy • I,`!' DATE T �/ 40 CI1ECKED 9Y DATE ORIGINAL,PARCEL AND ADDITIONAL PARCELS '1 — 3 Vll oR1s1AW PARCEL DJ 73 r—` AM'SV P. 0. J. =lD.DO 1 40,91 rIpNAL FARcE-4 '2 ,t' °lO.dU 5,T.ET �LFl5, 7$ 1U" d.''lO:aO pj'S3'5d" .7� GGXie' -c'd� " .n r'J rav -5. meam L5 490 zw. 44 1' 1 t•ISGa, , 10,00+' ®mAL,P.4 R ry y:mo�4O,a1Tl "• n55 ; O N olj4 9'5U Vll oR1s1AW PARCEL DJ 73 r—` AM'SV P. 0. J. =lD.DO 1 40,91 rIpNAL FARcE-4 '2 ,t' °lO.dU 5,T.ET �LFl5, 7$ 1U" d.''lO:aO pj'S3'5d" .7� GGXie' -c'd� " .n r'J rav -5. meam L5 490 028 EXHUXT E ORIGINAL PARCEL In the City of Santa Ana, County of Orange, State of California, being that portion of the West Half of the Southwest Quarter of the Northwest. Quarter of Section 24, Township 5 South, Range 10 West, San Bernardino Meridian, In the land allotted to F.W. Xoll in decree of partition of the Rancho Santiago Be Santa Ana, recorded in Book B of Judgements of the 17th Judicial District Court of Los Angeles County, Calif orni.a, more particularly described as follows: Beginning at the Northeast corner of Lot 1 of Tract No. 1367, as per Map recorded in Book 41, Page 25 of Miscellaneous Maps, records of said orange County; thence Westerly along the North line of said Lot 1 and along the North line of Tract No. 1378, as per Map recorded in Hook 41, Page 28, of Miscellaneous Maps, records of said orange county, North 89 °45'50° West, 585.39 feet to a point in the Easterly Right -of -Way line of Bristol Street; thence Northerly along said Easterly line North 0'11130" East, 1249.80 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 27.00 feet; thence Northerly, Northeasterly and Easterly along said curve through a central angle of 89'17140" an arc length of 42.08 feet to a point in the Southerly Right -of -Way line of Edinger Avenue; thence Easterly along said Southerly line, tangent to said curve North 89 °29 +10" East, 203.44 feet to the beginning of a tangent curve concave Northerly and having a radius of 1044.06 feet; thence Easterly along said curve through a central angle of 9'2312011 an arc length of 171.08 feed thence non - tangent to said curve North 89 129110" East, 156,41 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 25.00 feet; thence Easterly, Southeasterly and Southerly along said curve through a central angle of 83'47159" an are length of 36.56 feet to the beginning of a compound curve concave Westerly and having a radius of 258.59 feet, said point being in the Westerly Right -of- Way line of Baker Street; thence Southerly along said Westerly line along said curve through a central angle of 6'5015111 an arc length of 30,92 feet; thence tangent to Said curve South 0008'00" West, 1244.94 feet to the POINT OF BEGINNING. Prepared under the pIAND direction of: OLW UBJ 1 /� * F Olav S. Meum LS 4384 License expires :,,' � J EXHIBIT C ADDITIONAL PARCEL 1 All that certain land situated in the City of Santa Ana, County of Orange, State of California, described as follows: Lots 9,10, 11 and 12 of Tract No. 2011, as shown on a Map thereof recorded in book 57, Page 44 of Miscellaneous Maps, records of said orange County, California. Prepared under the direction of: Im Olav S. Meum L5 4384 e -w -w �s License expires: _ 2 -AP-27 029 030 EXHIBIT D ADDITIONAL PARCEL 2 All that certain land situated in the City of Santa Ana, County of Orange, State of California, described as follows: Lots 5,6,7 & a of Tract No. 2011, as shown on a Map recorded in Book 57, Page 44 of Miscellaneous Maps, records of said Orange county, California. Prepared under the direction of: M Olav S. Meum LS 9384 t5 p License expires: 2:;t Lf Z J 1 EXHIBIT E ADDITIONAL PARCEL 3 All that certain land situated in the City of Santa Ana, County of Orange, State of California, decribed as follows: Lots 1 to 4 of Tract No. 2011, as shown on a Map thereof recorded in book 57, Page 44 of Miscellaneous Maps, records of said Orange County, California. Prepared under the direction of: j UND j own Olav S. Meum IS 4394 aa$� License expires; 2--I1 031 032 allat u EXIST. PROP, LINE RADIUS d d P d l 1 1 EDINGER AVENUE PROPERTY LINE l P — NEW DIAGONAL. CORNER CUT OFF AREA TO BE DEDICATED FOR PUBLIC STREET PURPOSES w CORNER CUTOFF DETAIL SCALE: 1" = 70' 75D --103 BAKER STREET 033 I w i rte' oj I" 40' z s I I " f 1 EXHIBIT "G" (PAGE 1 OF 3) BUS TURNOUT ON EDINGER AVE. 034 S Slgn G11 4OUT SUS STOP SIGN - NO PARKING SIGN 10" FCC 7TRAVELIANE 12' °— °-- — SIDEWALK 4 _ _.. .. �k. .£Kl�: r$;Z x.F `; s;`A:, F�� . l ..r ^x r Pixy f rr r-!.4 �x a. . r r — P.... — W — — — — ... — — — r — `. [G•97 AGGREGATE Sh5E DEPENPINQ ON THE SOIL CGN MONS EXHIBIT °C" (PAGE 3 OF 3) SECTION THROUGH BUS TURNOUT (NO SCALE) 1 11, 035 �,J F 036 V LANDSCAPE AREA \ / 20' DRAINAGE & UTILITY EASEMENT j TO CITY OF SANTA ANA EVY PROPERTY LINE - ADDITIONAL PARCELS 1,243 6' MASONRY WALL. 8" CURB FACE E" THICK CONCRETE EXHIBIT "H'" (PAGE 1 OF 2) TYPICAL SECTION THROUGH EV PROPERTY LINE SCALE: 1" = 8' C CURVE DATA 0 1 W27*26'21'20' ' 2 ' 8 4 27'26'21" 20' 9.5B' • r 20' WIDE DRAINAGE EASEMENT �v P w ro_ Q� t w�v C S^ z v Ow � Q gypp= w w I +4 �`0p\ a uj 4j�YT to r 037 EDINGER AVE PER TRACT MAP 2011 MM 57 -44 5'I LANDSCAPE AREA ST. I/ �I BERKELEY ST. IE SCALE: 1" =100' 20' WIDE DRAINAGE AND UTILITY EASEMENT 60' WIDE x 5' LONG DRAINAGE, UTILITY, & EMERGENCY ACCESS EASEMENT 20' WIDE DRAINAGE AND UTILITY EASEMENT WIDE UTILITY EASEMENT it _oft (PAGE 2 IO /-- _ _. -r 2) 20' WIDE DRAINAGE & UTILITY EASEMENT 80' WIDE x 5' LONG DRAINAGE, UTILITY, &EMERGENCY ACCESS EASEMENTS IS i BAKER STREET TRACT MAP 2011 M.M. 57-44 PER- -�_._� ._ p . I < a a iV doh C' - -. EXHIBIT 11117 -11'l� Y =1Q' AREA AT SDUTHWEST CORNER OF EDINGER AVE, AND RAKER STREET TO G'E DEDICATED 75D -10q — — r u 1 I I I ENTRANCE TO PARKING L4 SCALE: V = 1" =40' \ I - +- --;_ ORNER CUTOFF EXHIBIT Dill (PAGE 1 OF 2) 039 m CUTOFF° EXHIBIT Dill (PAGE 1 OF 2) 039 A EXHIBIT �l jlf (PAGE 2 OF 2) MEDIAN DIVERTER RETAIL SCALE: V = 10` m M ...w, ?„ Will T 7 IPPHP4 HOW 130 031VW ii 9 � r �r I,,{ • rs�AFFf"s"'.�"" `.+.�" , .a t�r F, � � J' iE • I E tz it q q� E cl 1} IUiil (7. I .. I N rrtwwa+ •i,taraf 'r 11 :3� SRI EL j1j1 (i.) i t -1,t it I I � it t ' .9 11,11m I Ii r( r I z !• r I•lC i�Iri lira t +�I :.. -' +-• ta- rJ:i.x:ad"• + • ::_.s_..: u.;..r�_u.�. I� illi� l�Ir� [lii.i lt��l - T v 0 75D -112 H ? J V 0.ry� �Vfn V! V [JJ Ga OC W N. _� 5 4 �• NOTE; DIMENSIONS ARE APPROXIMATE- FOR ACCURATE DIMENSIONS SEE ABANDONMENT DOCUMENTS WHEN RECORDED. N r • 6' R a tii SED H/W EXHIBIT "Ll' (NOT TO SCALP) AREA'TO BE DEDICATED SEE EXHIBIT wV 'I" d° 6"/. 47'r ----i }uff K- Z5S.69` { 60' L x 2G, 2p' w W • 0 „ go, 0 X= 60,00 043 EDINGER AVE. PER TRACT MAP 2011 MM 57-44 Is-.66, -� f0,lTrT 0 - 2 a}T� J P� m �kO ^a N ham- --� -- N T Ft. 'l u, q (TH J d t 8S" °53 a t� 9 STANFORD ST. �l SCALE: 1,a = 100' I, E; F2 /�A.pPA �l' N-- �j\ C24 Phi* o TR k`Iu. J'19 %p 4- Bf,6- Ay L 1569 i S0 POMONA ST, c� �/j. pD'ydg�6 a IuR• AO - do' o 3- A TI Yr� rn, Flu. ' U•1.1 - -4 : 89' S'.;' SA' I j Z, /5.69' 67' BERKELEY ST. STREETS TO BE } ABANDONED _ w w 0 � w u9i m Q cc LU 0 „ go, 0 X= 60,00 043 EDINGER AVE. PER TRACT MAP 2011 MM 57-44 Is-.66, -� f0,lTrT 0 - 2 a}T� J P� m �kO ^a N ham- --� -- N T Ft. 'l u, q (TH J d t 8S" °53 a t� 9 STANFORD ST. �l SCALE: 1,a = 100' I, E; F2 /�A.pPA �l' N-- �j\ C24 Phi* o TR k`Iu. J'19 %p 4- Bf,6- Ay L 1569 i S0 POMONA ST, c� �/j. pD'ydg�6 a IuR• AO - do' o 3- A TI Yr� rn, Flu. ' U•1.1 - -4 : 89' S'.;' SA' I j Z, /5.69' 67' BERKELEY ST. STREETS TO BE } ABANDONED 044 20' DRAINAGE AND UTILITY EASEMENT 6Q' DRAINAGE AND UTILITY AND EMERGENCY ACCESS EASEMENT DRAIN CULVERT Z 5' LANDSCAPE AREA & MASONRY WALL 20'EMERGENCYACCESS GATE W /KNOX BOX AND JQ,(IST DWY DRIVEWAY WITH 4" CF a 31' E "v PROPERTY LINE ye A. JITIONAL PARCELS EXI T DW 1,2, &3 Cu ,Q 4 Q' KI: X 'a. Id! W 41 � '' � 12" 16' 18' 12' • ih EMERGENCY ACCESS DETAIL POMOPIA STREET SCALE: 1" m 20' EXHIBIT "N" 9 20' DRAINAGE AND UTILITY EASEMENT 60' DRAINAGE AND UTILITY AND EMERGENCY ACCESS EASEMENT 7777 DRAIN CULVERT ..:�'S' LANDSCAPE AREA 8' MASONRY WAIL EXIST DWY E,'LY PROPERTY LINE DDITIONAL PARCELS 1,2, &S 0 W IW YW 045 T ' EMERGENCY ACCESS GATE;W /KNOX BOX AND DRIVEWAY WITH 4" CF 1EXIST DWY B EMERGENCY ACCESS DETAIL STANFORD STREET SCALE: 1" = 20' EXHIBIT 11011 V , a 046 SCALE 1 " =30' J C1. r H r! 1 G 1-1 � CU r1 V CNANNELIMPROVEMENTS ILhjf 8" THICK PCC B" CURB FACE _....._ _ 20' WIDE DRAINAGE EASEMENT ✓ ",- UNDER SIDEWALK DRAIN PROP. DWY {5 51DEWALK - BERKE EXHIBIT "pli ��� • 1{ STREET EXIST CURB I" z W W to t�t J D uj 0 LV ��J� 20' DRAINAGE AND UTILITY EASEMENT 51 LANDSCAPE AREA •# PLANTER :,` V WIDE �ONC. DRAIN 25' DRAINAGE AND UTILITY EASEMENT 4t4+i ag a .0. wai g � w a. tr 047 E'LY LINE ADDITIONAL PARCEL'S PP W MASONRY WALL H z LU Q 0 a J r� 30' v W x z t� W v� 77 w FRONTAGE ROAD DETAIL SCALE: 1" = 20' J EXHIBIT "Q'° a v o .a a Baia o �W N L a V W Q H Q a H EXHIBIT 10 75D -119 0 �gp .0 0 w• FC q 0 O M m N v A ti U U Q C d. A W `6b o M� o o aGC c . FrFi QQ �:m '' � � Q Lam' •'�� � nl - W v a `tea _a O o .: ^ C+ Y M v N V v P � R �J � � - � Ti V � l` 1 u �� .J p U • CJ Y � '� � C u L "� .. P, O ;' ,;./.G G v � w n'O N C O P. ^•,� � � 4 jnl�� ^J J EXHIBIT 10 75D -119 0 �gp .0 0 w• FC q 0 O M m N v A ti o u ro v n o g o a ro n Rpj U 04 to SSi.�. v Y fi� i� 'vlet l�aTrK�`� W .-1 a 0z f4 tJ d....v; N G ;a M iH •Oiy: +�• w ' p Y� .. a � v m 2d L � G y M-�j `� � '� _n S 4 r •G A � u 6G ^6•+ r. � .. � � o- � n r3 7 •. + '+ G V 4 J O 5f. V �; :'+ G° G G -� U u n a • L1 W' • y .-. • Q V ^J r: Y y 4 K 75D -120 0 apgp •D 0 a q 0 0 O M m N A C4 75D-1 21 t 04 0, u P4 C- c �A, 3 �l a F. �5 U �9 7 c ts . . .. ... ... ... .. . .. .... ... ... ... .. . . . ... ...... 0 75D-1 21 t 04 a Y4 .q p o P. � � A v 5 �w e t� WI C] .w !Q Ki u, z a µ i A t p .A: Xi m bq - R @ a. wr ; G T V C ♦il V��� ?�_] C JN. l •r[y' a ?A "GC a C/ a F n� G �y � c� u C G V r H"C �AR��, 4"p >VP Fl p�iti .O V�l�flGF'QCL' Fl +Mi GJ0."J'�G -.�GF iS Yi d G 'C A nn `• E r V Y-" C .. C A f.. u J j V E C � •� `u .s ��� G A u G v b F ~ C 'v0 � O hG E v? � [� a G C S G; 5 r c. _ X .., � -. � G; c. a d« ,9 � .� m w c Q r n v u o o. v� •«`' ;, .. �. a Q_ n s a v p s, 75D -122 4 D qa q 0 a x a 0 M O w C v 0 w ova s„ Naa A I I IL KaW �y 6 NW w y� F l �Sl r � a w O' a O . A Fd Al Ono! v a= G F .p2 Qr' 7 w J C 7 r C a C G G p) V N L •G• .Ci v� C. J Y r�'. '� "J _ Y '.l j h G f V �4tC Cam. ky°� C '?u � c�^J 0 C G ti a v v J .. I 05 ! ! O A A 75D -123 Q F 0 a bq .G�ry N M W'., N ^Q ro W � \\ \�( \/k ±)\ �] ) / wr\ } o \ ~\ 16 \ � \ � \ � � \ to /s � \ � \ � \ � { � \ 7 IfI \ \ ƒ)5 \! j /j /z » IT ®q} ) )\ \u \ \\\ \\ \ \ \\\ � \ 75D.124 , \ ) } ) { \ \ ; 75D -125 Exhibit B ROH — 03/15/16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT; CERTIFYING FINAL ENVIRONMENTAL IMPACT REPORT NO. 2013 -01; AND, ADOPTING THE MITIGATION MONITORING PROGRAM FOR THE MATER DEI HIGH SCHOOL PARKING STRUCTURE AND SCHOOL EXPANSION PROJECT LOCATED AT 1202 WEST EDINGER AVENUE WHEREAS, the Diocese of Orange Education and Welfare Corporation ( "Developer ") is proposing to expand upon the operations of the existing Mater Del High School campus by constructing a three level, 990 -space parking structure, as well as proposing to demolish two older classroom buildings and construct a new two -story classroom building in the central section of the campus ( "Project") located at 1202 West Edinger Avenue within the City of Santa Ana ( "City "); and WHEREAS, the proposed Project also includes the removal of 19 residential parcels of land and street segments not currently owned by the Developer; and WHEREAS, the Project as proposed will require a general plan amendment, zoning ordinance amendment, and a lot consolidation action to address the designation of the residential parcels; and - -- - - - - - - - - - - - WHEREAS, pursuant to Public Resources Code section 21067 and the State CEQA Guidelines (Cal. Code Reg., tit. 14, § 15000 et seq.) section 15051, the City is the lead agency for the proposed Project; and WHEREAS, pursuant to the California Environmental Quality Act (Pub. Res. Code, § 21000 et seq.; "CEQA "), and the State CEQA Guidelines the City has determined that an Environmental Impact Report ( "EIR ") should be prepared pursuant to CEQA in order to analyze all potential adverse environmental impacts of the proposed Project; and WHEREAS, on or about November 13, 2012, the City issued a Notice of Preparation ( "NOP ") on a draft EIR, and circulated the NOP for a period of 30 days pursuant to State CEQA Guidelines sections 15082(a) and 15375; and WHEREAS, the City solicited comments from potential responsible and trustee agencies and members of the public; and Resolution No. 2016 -xxx 75D -126 Page 1 of WHEREAS, on or about December 4, 2012, the City held a public scoping meeting to gather public comments on the proposed Project and its potential impacts on the physical environment; and WHEREAS, on or about October 6, 2014, a draft EIR was circulated for public review and comment; and WHEREAS, on or about October 27, 2014, a Public Hearing was held by the Planning Commission; and WHEREAS, by the close of the 45 -day review period a total of five comments, three written comment letters and two oral comments, were received by the City on the document; and WHEREAS, the City has prepared a Final EIR, consisting of comments received during the 45 -day public review and comment period on the Draft EIR, written responses to those comments, the Mitigation Monitoring Program and the Draft EIR. In addition, the Findings of Fact and Statement of Overriding Considerations for the Project have been prepared. For the purposes of this Resolution, the "EIR" shall refer to the Draft EIR, including all of the technical studies and appendices to the Draft EIR, together with the other sections of the Final EIR, including all of the technical studies, attachments and appendices to the Final EIR; and WHEREAS, the Planning Commission of the City of Santa Ana held a duly noticed public hearing on July 13, 2015, and voted to recommend that the City Council: (1) Adopt a resolution certifying Final Environmental Impact Report No. 2013 -01 and approve the Mitigation Monitoring Program and Statement of Overriding Considerations for the proposed Project; and, (2) Adopt an ordinance approving a second amendment to Development Agreement No. 1999 -01 (DA No. 2015 -02) for the Mater Dei High School campus expansion project; and WHEREAS, on or about March 15, 2016, the City Council held a duly noticed public hearing and at that time considered all testimony, written and oral, and approved Resolution No. , certifying the EIR; and WHEREAS, the Facts, Findings, and Statement of Overriding Considerations Regarding the Environmental Effects for the Mater Dei High School Parking Structure and School Expansion Project, is attached hereto as Exhibit A and incorporated herein by this reference; and WHEREAS, the Mitigation Monitoring Program sets forth the mitigation measures to which the City shall bind itself in connection with this Project and is attached hereto as Exhibit B and incorporated herein by this reference; and WHEREAS, as contained herein, the City has endeavored in good faith to set forth the basis for its decision on the proposed Project, and Resolution No. 2016 -xxx 75D-127 Page 2of6 WHEREAS, all the requirements of CEQA and the State CEQA Guidelines have been satisfied by the City in the Final EIR, which is sufficiently detailed so that all of the potentially significant environmental effects of the proposed Project have been adequately evaluated; and WHEREAS, the Final EIR prepared in connection with the proposed Project sufficiently analyzes both the feasible Mitigation Measures necessary to avoid or substantially lessen the proposed Project's potential environmental impacts and a range of feasible alternatives capable of eliminating or reducing these effects in accordance with CEQA and the State CEQA Guidelines; and WHEREAS, all of the findings and conclusions made by the City Council pursuant to this Resolution are based upon the oral and written evidence presented to the City Council as a whole and not based solely on the information provided in this Resolution; and WHEREAS, prior to taking action, the City Council has heard, been presented with, reviewed and considered all of the information and data in the administrative record, including the Final EIR, and all oral and written evidence presented to it during all meetings and hearings, all of which is incorporated herein by this reference; and WHEREAS, the City has not received any comments or additional information that produced substantial new information requiring recirculation or additional environmental review under Public Resources Code sections 21166 and 21092.1 and State CEQA Guidelines section 15088.5; and WHEREAS, on March 15,2016, the City Council conducted a duly noticed public hearing on this Resolution, at which time all persons wishing to testify were heard and the Project was fully considered; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Recitals. The recitals above are true and correct and are incorporated into this Resolution by reference as findings of fact. Section 2. Review Period. The City provided a 45 -day public review period for the Draft EIR, which meets the minimum requirements under CEQA Guidelines sections 15073 and 15105; and Section 3. Certification. The City hereby certifies that (1) the EIR has been prepared, processed, and noticed in accordance with CEQA and the State CEQA Guidelines; (2) the EIR was presented to the City Council and the City Council has Resolution No. 2016 -xxx 75D -128 Page 3 of 6 reviewed and considered the information contained in the EIR prior to considering adoption of the Project, and (3) the EIR reflects the independent judgment and analysis of the City Council and is deemed adequate for the purposes of making decisions on the merits of the Project. Section 4, CEQA Facts Findings and Statement of Overriding Considerations. The City hereby adopts the CEQA Facts, Findings, and Statement of Overriding Considerations, which were prepared in accordance with Public Resources Code section 15091 and which are attached hereto as Exhibit A and incorporated herein by this reference as if fully set forth herein. Section 5. Mitigation Monitoring Program. Pursuant to Public Resources Code section 21081.6, the City Council hereby adopts the Mitigation Monitoring Program attached hereto as Exhibit B and incorporated herein by this reference. The City finds that Mitigation Monitoring Program is designed to ensure that, during the implementation of the Project, the City and any other responsible parties implement the components of the Project and comply with the mitigation measures identified in the Mitigation Monitoring Program. Section 6 . Indemnification. The Developer agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this Project, and any approvals associated with the Project, including, without limitation, any CEQA review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 10. Wildlife Resources, Pursuant to Title XIV, California Code of Regulations (CCR) § 7355(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed Project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed Project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code § 711.2 and Title XIV, CCR § 735.5, the payment of Fish and Game Department filing fees is not required in conjunction with this project. Section 11. Approvals. Based on the entire record before the City Council, all written and oral evidence presented, the CEQA Facts, Findings, and Statement of Overriding Considerations, and the Mitigation Monitoring Program, all attached and incorporated herein as Exhibit A and Exhibit B to this Resolution, the City Council of the City of Santa Anan hereby adopts the CEQA findings, certifies Final Environmental Impact Report No. 2013 -01, and approves the mitigation monitoring program for the Mater Del High School Parking Structure and School Expansion Project. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Council Action dated Resolution No. 2016 -xxx 75D -129 Page 4 of 6 March 15, 2016, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 12. Judicial Review. This decision rendered by the City Council of the City of Santa Ana is final and is subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Clerk of the Council shall give direct notice to the applicant of the Council's decision and these findings. Section 13. Location of Documents and Custodian of Records. The documents and materials that constitute the record of proceedings on which the CEQA Facts, Findings, and Statement of Overriding Considerations in Exhibit A of this Resolution have been based are located at 20 Civic Center Plaza, Santa Ana. The custodian for these records is the Santa Ana Clerk of the Council. This information is provided in compliance with Public Resources Code section 21081.6. Section 14. The City Council hereby directs staff to file a Notice of Determination with the County of Orange within five (5) working days of final Project approval. ADOPTED this _ day of 2016 APPROVED AS TO FORM: Sonia R. Carvailho City Attorney Miguel A. Pulido Mayor Resolution No. 2016-xxx 75D -130 Page 5 of 6 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75D -131 Resolution No. 2016 -xxx Page 6 of 6 California Environmental Quality Act Facts Findings, and Statement of Overriding Considerations Exhibit "A" 75D -132 CITY COUNCIL RESOLUTION NO. FACTS, FINDINGS, AND STATEMENT OF OVERRIDING CONSIDERATIONS REGARDING THE ENVIRONMENTAL EFFECTS FOR THE MATER DEI HIGH SCHOOL PARKING STRUCTURE AND SCHOOL EXPANSION PROJECT SCH # 2012111043 Lead Agency: CITY OF CITY SANTA ANA 20 Civic Center Plaza Santa Ana, California 92702 Contact: Mr. Vince Pregoso, AICP 714.667.2700 June 20'15 EXHIBIT "A" 75D -133 This document is designed for' double -sided printing to conserve natural resources-. 75D -134 (9) Mater Dei High School Parldng Structure and School Expansion Project Environmental Impact Report TABLE OF CONTENTS 1.0 STATEMENT OF PACTS AND FINDINGS ....................................:........... ..............................1 1.1 Introduction ............................................................................:................. ..............................1 1.2 Description of Proposed Project ............................................................ ..............................2 1.3 Effects Determined To Be Less Than Significant in the Initial Study /Notice of Preparation ....................................................... ..............................6 1.4 Effects Determined To Be Less Than Significant in the EIR ......... .............................12 1.5 Effects Determined To Be Mitigated to Less Than Significant Levels ........................ 14 1.6 Environmental Effects Which Remain Significant and Unavoidable After Mitigation and Findings ....................... ......... ............ ................. — .... . 27 1.7 Alternatives to the Proposed Project .............................................. ....... ............ .... ............ 2,8 2.0 CERTIFICATION OF THE FINAL EIR ...................................................... .............................31 2.1 Findings ................ .......... .... ........ .. ....... ..... ..... ...... — ......... ........... .................. ............... ........... 31 2.2 Conclusions .............................................................................................. .............................31 3.0 STATEMENT OF OVERRIDING CONSIDERATIONS ......................... ............................3'1 3.1 Introduction . ................................................... .................... --- .................................. ........ 31 3.2 Sigtficant Unavoidable Adverse Impacts ........................................... .............................32 3.3 Overriding Considerations ................. .............................. ..... ...... .... -- ....... ........................ 32 Statement of Pacts and Findings i June 2615 75D -135 Mater Dei High School w ! Patldng Structure and School Expansion Project �` Environmental Impact Report This page intentionally left blank. Statement of Facts and Findings ii June 2015 75D -136 Mater Dei High School Parldng Structure and School Expansion Project :i Environmental Impact Report 1.0 STATEMENT OF FACTS AND FINDINGS 1.1 INTRODUCTION The California Environmental Quality Act (CEQA) reytures that a Lead Agency issue two sets of findings prior to approving a project that will generate a significant impact on the environment. The Statement of Facts and Findings is the fast set of findings where the Lead Agency identifies the significant impacts, presents facts supporting the conclusions reached in the analysis, makes one or more of three findings for each impact, and explains the reasoning behind the agency's findings. The following statement of facts and findings has been prepared in accordance with the California Environmental Quality Act (CEQA) and Public Resources Code Section 21081. CEQA Guidelines Section 15091 (a) provides that: No public, agency shall approve or carry out a project fr!r n/hieb tin EIR has been certified which idem foes one, or more tegnijicant environmental effects of the project unless the public agency maker one or mare written findings for each of those rignoceinl efeats; accompanied by a brief explanation of the rationale for each finding. There are three possible finding categories available for the Statement of Facts and Findings pursuant to Section 15091 (a) of the CEQA Guidelines. (1) Changes or alterations have been requbrod hi, or incorporated into, the project which avoid or ubstankally lessen the sl,g f1cant environmeeal effect as identi ad in the final EIR (2) Siwh changes or alterations are within the reeporatibility and jurisdiction of anotherpaablic dAeng and not The agony making the finding. Such changes have been adopted by sucb other agency or can and should be adopted by such other agent'. (3) Specdjic economic, legal, social, technological, or other considerations, including provision of employment oppodunities for hzghly trained workers, make in/easible the mitigation measures or prrojeet alternatives identified in the final EIR. The Statement of Overriding Considerations is the second set of findings. Where a project will cause unavoidable significant impacts, die Lead Agency may still approve a project where its benefits outweigh the adverse impacts. Further, as provided in the Statement of Overriding Considerations, the Lead Agency sets forth specific reasoning by which benefits are balanced against effects, and approves the project. The City of Santa Ana, the CEQA Lead Agency, finds and declares that the proposed Mates Del High School Parking Structure and School Expansion Project Environmental Impact Report (EIR) has been completed in compliance with CEQA and the CEQA Guidelines. The City of Santa Ana (the "City ") finds- and certifies that the EIR was reviewed and information contained in the EIR was considered prior to approving the proposed Mater Del .High School Patldng Structure and School Expansion Project, herein referred to as the "project ". Statement of Facts and Findings 1 June 2015 75D -137 Mater Dei High School (9) Parldng Structure and School Expansion Project Environmental Impact Report Based upon its review of the IIR, the Lead Agency finds that the EIR is an adequate assessment of the potentially significant environmental impacts of the proposed project, represents the independent judgment of the City, and sets forth an adequate range of alternatives to this project. The Final EIR is composed of the following elements: The Mater Dei High School Parking Structure and School Expansion Project Public Review Draft Environmental Impact Report (October 2014); Responses to Comments; and Mitigation Motutoring and Reporting Program. The remainder of this document is organized as follows: 1.2 Description of Project Proposed for Approval; 1.3 Effects Determined to be Less Than Significant in the Initial Study /Notice of Preparation; 1.4 Effects Determined to be Less Than Significant in the EIR; 1.5 Effects Determined to be Mitigated to Less Than Significant Levels; Lb Environmental Effects Which Remain Significant and Unavoidable After Mitigation and Findings; and 1.7 Alternatives to the Proposed Project. 1.2 DESCRIPTION OF PROPOSED PROJECT The proposed project involves the construction of a three -level parking structtu e cast of the school's existing campus (east of the existing football and soccer fields) and a two -story classroom build ng within the boundaries of die existing campus (west and south of classroom buildings 100 and 600). No change to the school's existing operations would occur; however, maximun student enrollment is proposed to be increased from 2,200 students to 2,500 students. The addition of the proposed parking structure would increase the size of the campus from approximately 21 acres to 25 acres. PARKING STRUCTURE The project proposes to acquire an additional 4.0 acres of land to the cast of the existing school in order to construct a new parking structure. This land is currently occupied by existing residential uses. Implementation of the proposed project would require the demolition of these structures, site grading, and construction of the new parking structure. The proposed parking structure would provide 990 parking spaces in three levels. The parking structure would have a maximum height of 30 feet. No subterranean levels are proposed. The stricture would be open on three sides. Statement of Pacts and Findings 2 June 2015 75D -138 A-40h, Mater Dei High School Panting Structure and School Expansion Project Environmental Impact Report Construction of the parking structure would involve the voluntary acquisition of 19 existing single - fanuly residential units by the Project Applicant. These 19 residential units are located east of Baker Street and north of St. Andrew Place. Baker Street, between St. Andrew Place and Berkeley Street, would be vacated, providing access from St. Andrew Place to the parking structure and surface Parking lot to the north along a new Monarch Way extension. Additionally, a portion of Occidental Street and Berkeley Street (approximately 250 feet), between Baker Street and the proposed property line, would also be vacated. Occidental Street and Berkeley Street are proposed to terminate at the eastern boundary of the parking structure at a new public alley that would allow for adequate fire access and connectivity between the two roadways. The public alley, to the east of the parking structure would include Mater Dei- controlled gates at both the north end and south end. The proposed gates would have a I {nox Box installed in order to provide for City of Santa Ana Public Works and Orange County Fire Authority (OCFA) access to the site. The gates would also be set back in order to allow a harrunerhead arrangement for vehicles to pull in without blocking the alley. In addition, the proposed gate locations would provide total public access between Occidental Street and Berkeley Street for the City Public Works and Fire Department staff as well as the general public. In order to accommodate the public access portion of the proposed alley, the existing west property line would be modified to shift toward the west between Occidental Street and Berkeley Street. The alley would become City property with the landscape maintained by Mater Dei Iligh School. This public alley would also provide trash trucks access to Berkeley Street and Occidental Street on a weekly basis, and would elirnknate the need for trash trucks to back up. Fite lanes would be provided along the western, eastern, and northern boundaries of the parking structure with access from St. Andrew Place and extending to the west and to the north to the existing fire lanes within the campus. As part of the fire lane, a 30 -foot drainage and utility easement /public alley would be provided along the eastern property line. Six -inch sewer and water mains would be located within the easement /public alley. Existing utilities within Baker Street and the portions of Occidental and Berkeley Streets proposed to be vacated would be relocated. An eight -foot high masonry wall with greenscreening would be constructed along the northern and eastern property lines of the parking structure, adjacent to the existing residential uses. A six -foot wide walkway would be constructed along the northern and western sides of the parking structure. Fencing and landscaping would be provided on Mater Dei Fligh School property to the west of the parking structure driveway at St. Andrew Place, and landscaping would be provided around the perimeter of the packing structure. Travel patterns for students and parents would be altered with the addition of the parking structure. Parents /guardians dropping -off and picking -up students would have a one -way circulation system, similar to existing operations, entering from the north on Edinger Avenue and continuing south to exit onto the new Monarch Way extension at St. Andrew Place. Students parking in the main surface parking lot would have access from Edinger Avenue during the morning arrival only. Students parking in the proposed parking structure would have access only from St. Andrew Place fox entering and exiting. Students traveling eastbound on St. Andrew Place and northbound on Balser toward the school would access the parking structure through the main entrance on the new Monarch Way extension. Students traveling westbound on St, Andrew Place toward the school would have access to the structure via a right -turn only en ranee located at the new utility, drainage, Statement of Facts and Findings 3 June 2015 75D -139 Mater Dei High School "° Patldng Structure and School Expansion Project Environmental Impact Report and fire lane easement /public alley on the east side of the proposed structure. During the afternoon dismissal, all students exiting the parking structure would be require to exit via the main driveway at the new Monarch Way extension at St. Andrew Place. With implementation of the parking structure, the project also indudes the following circulation improvements, which would be the responsibility of the Project Applicant: • Anew traffic signal and crosswalk at the intersection of St. Andrew Place and Bristol Street; • A dedicated right -turn lane along westbound St. Andrew Place at Bristol Street; and • Optimized left turn signal timing and splits at the Edinger Street /Monarch Way intersection to maximize efficiency for envy onto the campus. INTERIM SURFACE PARKING SCENARIO The Project Applicant may utilize a portion of the parking structure site as surface parking as an interim use until construction of the parking structure begins. This would allow for the provision of additional parking to meet the needs of the campus as completion of the property acquisition and funding process occurs. Potential surface parking areas would be fenced, paved, and illuminated and would likely occur as an extension of the existing on- campus surface parking lot along the eastern boundary of the campus. Given the uncertain tinning and sequencing associated with the property acquisition process, this analysis- conservatively assumes that the interim surface parking would occur over all 19 residential lots associated with the parking structure site, unless otherwise specified in the analysis. Under this scenario, all of the project's proposed circulation system improvements would be constructed prior to opening of the surface parking lot. The Interim Surface Parking Scenario would not result in an increased student enrollment capacity, as it would not include facilities that would directly generate student growth. Rather, this interim parking would accommodate existing and planned needs tinder the 1999 Master Plan for Mater Dei F-ligh School for daily operations and special events. CLASSROOM BUILDING The two -story classroom building would be located within the interior of the existing campus, to the west and south of classroom buildings 100 and 600 and to the north of the swimming pool. The proposed classroom building would replace Buildings 300 and 500, resulting in the replacement of 21,240 square feet of existing classroom space with 30,820 square feet of new classroom space; refer to Table 1, .Probos� ed Caly ar. The new building would include 32 classrooms with a maximum height of 44 feet. This architecture and design of the new classroom building would emulate the existing two - story Academic Services Complex located at the corner of Edinger Avenue and Bristol Street, which features stucco and concrete block construction. As noted above, the proposed improvements associated with the project would increase the size of the campus from 21 acres to 25 acres, and would also increase maximum student enrollment from 2,200 students to 2,500 students. Statement of Facts and Findings 4 June 2015 75D -140 Mater Del High School (9) Parking Structure and School Expansion Project Environmental Impact Report Table 1 Proposed Campus Building Identification Existing Building .(square feet) Proposed to be Removed (square feet) Proposed Building (square feet) Total Building (square feet) 100 28,915 0 0 28,915 200 20,275 0 0 20,275 300 11,340 - 11,340 0 0 500 9,900 -9,900 0 0 600 8,200 0 0 8,200 Chapel 5,000 0 0 5,000 Student Services 13,681 0 0 13,681 AcademicslScience 53,425 0 0 53,425 Gymnasium 21,320 - 21,320 0 0 Athletic Complex 52,721 0 0 52,721 Locker Building 1,182 0 0 1,182 Maintenance Building 2,879 0 0 2,879 Performing Ads Building 0 0 46,241 46,241 A uatics Center 3,807 0 0 0 32- Classroom Building 0 0 30,820 30,820 Total Building Area 232,645 - 42,560 77 061 263 339 Parkinq Structure 0 0 318,846 Source: The Austin Company, Master Plan Modification Site Plan, March 21, 2012, Note: The environmental effects of the proposed parking structure and 32- classroom building are considered within this EIR. The proposed Performing Arts Building has previously obtained CEQA clearance through the City. Thus, environmental effects associated with the Performing Arts Building is not considered within this document. CONSTRUCTION PHASING Implementation of the proposed parking structure would occur in a single phase over the course of approximately 12 months. The start of construction of the parking structure would be contingent upon completion of the voluntary property acquisition process. As noted above, the Project Applicant may utilize a portion of the parking strucmte site as surface parking as an interim use until construction of the parking structure begins. The tuning of construction of the 32- classroom building would be dependent on the availability of funding. However, construction of the new classroom building would not occur until after completion of the parking structure (i.e., after June 2017). GOALS AND OBJECTIVES Pursuant to Section 1512d(b) of the CEQ/1 Gzrielpliae,r, the EIR project description must include "[a] statement of objectives sought by the proposed project.. -The statement of objectives should include the underlying purpose of the project." Statement of Facts and Findings 5 June 2015 75D -141 « 4 Matet Dei High School Parking Structure and School Expansion Project Environmental Impact Report The proposed project goals and objectives are as follows: 1. Provide an on- campus parking structure to accommodate existing and projected parking demand under the Master Plan for Mater Dei.High School 2. Provide a new parking structure and two - story classroom building to accommodate projected growth and increase maximum student enrollment from 2,200 students to 2,500 students. 3. Provide improvements that minimize impacts of the proposed project on the surrounding community both on -site (screening walls, landscaping improvements, enhanced architectural treatments), and off -site (transportation improvements). 1.3 EFFECTS DETERMINED TO BE LESS THAN SIGNIFICANT IN THE INITIAL STUDY /NOTICE OF PREPARATION The City of Santa Ana prepared an Initial Study /Notice of Preparation for the proposed project to determine potentially significant effects of the proposed project. The Initial Study /Notice of Preparation was circulated for public review from November 13, 2012 through December 17, 2012, In the course of this evaluation, certain impacts of the proposed project were found to be less than significant due to the inability of a project of this scope to create such impacts or the absence of project characteristics producing effects of this type. The following effects were deternined not to be significant, and were not analyzed in the Draft EIR; refer to Appendix 13.1 of the Draft EIR. AESTHETICS /LIGHT AND GLARE (Note: Impacts related to shade and shadow, light /glare, and visual character are summarized in Sections '1.4, 1.5, and 1.6 below). FFave a substantial adverse eject on a scenic resoaorce. Sarbstantially damage scenic resources, includin5 but not limited to, true., rock outerojr/lings, and historic badldings within a state scenic highway. AGRICULTURE AND FOREST RESOURCES Convert Prime Farmland, Unique Farmlawl, or Farmland of Statewide Imfiortance (Farmland), as shown on the maps jonpared))1tri Carat to the Fcmnrland Mapping and Monitoring Program of tine California Resources r1gency, to non- agr%ullaral rose. Conflict with ekistin87oning for agricultrattl are, or a Wilfi'awson Alit conrraex Con flirt with e.xisling �anzng for, or cause retooing of,' forest land (cis defined in Public Resovrces Code section 122200, ternberlarad (as d�fiored by Pub&,' Resoanres Code section =1526), or timberland tioned Timberland Production (as defined by Govenovent Code section 5110210) . ]3esaelt in the loss afforest land or aonver:rion offoresi laud to nonforert use, Statement of Facts and Findings 6 June 2015 75D -142 (9) Matet Dei High School Parldng Structure and School Expansion Project Environmental Impact Report Involve other changes in the existing einironrnent mbich, dare to their location or nature, could result in conversion of Farmland, to non - agricultural ass or conversion of forest laud to non- .forest ruse. AIR QUALITY (Note: Impacts related to short -term and long-term operational air quality impacts are stunmarized in Sections 1.4 and 1.5 below). Create obyea lonable odors affecting a tarbstantial number of f eople. BIOLOGICAL RESOURCES Have a substantial adverse sect, either directly or thringh habitat rnodilications, on any pecies identified as a candidate, sensitive, or special stattcr species in local or regional plans, policies, or regulations, or by the California Department ofFish and Carne or U.S. Fish and lVildlife Service. Have a substantial adverse act on any riparian habitat or other sensidw natural community identified in local or rggional plans, policies, regulations or by the California Departuent of Fish and Game or U.S. Fish and WlildGfe Service. Have a substantial adverse effect on federal c protected rvetlrnadr as defined by Section 404 of the Clean Vater• Act (including bit not h'mited to, marsh, vernalpool., coastal, etc. ) through direct removal,fiNig, hydrological interruption, or other means. Interfere iabstanttaly with the movement of any native resident or migratory fish or wildlife species or with established native resident or ongrato y rvildlefe corridors or impede the use of nafive wildl fe nuise?), silos. Conflict with arey local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance. Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Co ncoanity Conservation Plan, or other approved local, regional, or stale habitat conservation plan. CULTURAL RESOURCES Came a substantial adverse cbange in the signiearrce of a Historical rosourco as defined in C QA Guidelines § 15064.5. Course a substantial adverse change in the significance of an eurhaeologiral resource parr tuant to CF'0A Guidelines ,15064.5. Directly or indirectly destroy a tmigue paleontohgiical resource or site or rnricyue geologic featere. Disturb any harman remains, inanding those interred onll de of fbrrual cemeteries. GEOLOGY AND SOILS Expose people or structures to potential substantial adverse ff ets, including the risk of loss, iryuy, or death involaring• Statement of Facts and Findings 7 rune 2015 75D -143 Mater Dei High School (9) Parking Structure and School Expansion Project Environmental Impact Report 1) Rapture of a known earthtluake faatlt, as delineated on the most recent Algaist- Priolo Earthquake Fanit Zoning Map issaced by the State Geologist for• the area or based on other substantial evidence of a known Junk Refer to Division ofAllines and Geology Special Publication 42. 2) Strongseismicgrozutd,rhakirrg. 3) Seisrru'' c- relatedgroatndfailtrre,including liquefaction, 4) Landslides. Result in substantial soil erosion or the loss of topsoil Be located on a geologic unit or soil that it unstable, or that would become unstable as a result of the project, and potentially result in on -or off site landslide, lateral spreading, subsidence, liquefaction or collapse. Be located on expansive soil, as defined in Table IS- /-B o f the Caiifornia Building Code (2004), creating substantial risks to life orproper -0. Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available, for the disposal of waste mater: HAZARDS AND HAZARDOUS MATERIALS Create a significant batiard to the public or the environment througb the routine transport, use, or 4posal, of ha -Zardous materials Create a .iignicaut ba�,ard to the public or the environment tbrough reasonably foreseeable utwel and accident conditions involving the release of hazqraous materials into the enviromneut. Erna "t ba�codous emissions or handle ba�ardous or acuiey hazardous materials, substances, or waste witbin one- quarter mile of an existing orproposed school. Be located on a site which is included on a list of hatiareloas materials sites compiledpursuant to Government Code Section 65962.5 and as a result, mould it create a significant hazard. to the public or the err ranrno tt. .For a project located within an airport land use plan or, where such aplan has not been adopted, within two miles of a public airport or publie use airport, would the project result in a sajty batiard far people residing or working in the project area. I'or a project within the vicinity of a private airstrip would the project result in a safety hatiard for people residing or working in the project area. Impair implementation of or physically interfere with city adopted emergenge response plan or emergency evacuatiory plait. Expose people or structures to a significant risk- of loss, hjuy or death involving wildland fares, ineludiug where wikhands are acjacent to urbanitied areas or where rnidences are intermixed with wildlands. Statement of Facts and Findings 8 June 2015 75D -144 Mater Dei High School (9) Parldng Structure and School Expansion Project Environmental Impact Report HYDROLOGY AND WATER QUALITY' Tliolate any water quality standarddr or waste discharge requirements Srzbstarrtially deplete groundwater supplies or inderfare srbstantially wadi groundwater recharge such that there would be a net deficit in aqu fer volume or a lowering o f the local groundwater table level (e.g., the production rate of pre - existing nearby wells would drop to a level which would not sitpbort oxiding laud mires orplarmed ores for whicb permits bane beengranted). Sarbstanhaly alter the existing drainage pattern of the site or area, inciWing through the alteration of the enurse of stream or river, in a manner wbz'ch would result in substantial erosion or siltation err- or off site. Srrbrtandally alter the existing drainage pattern of the site or area, including through the alteration of the coarse of a stream or river, or substantialy increase the rate or annomrt of surface riwgJr in a manner wbad wound result in flooding on- or off -site. Create or eontributa runoff water whicb would exceed the capacity qf existing or planned storm water drainage eyxtems or provide substantial additional sources of polluted ran&' Othermise subsiant)aly degrade water qualzo. Place housing within a 100year flood haiard area as mapped on a federal Flood Ha�grd Boundary or Flood Insurance Rate Map or other flood ha and delineation me p. Place nrathin a 100year flood ha�grd area structures which would impede or redirect flood flows. Expose people or structures la a sign fieant risky of loss, injury or deatb involving flooding; inclur /ing flooding as a result of the failure of a leree or dam Inundation by seiclne, tsunawi, ormucjlow. LAND USE AND RELEVANT PLANNING (Note: Impacts related to consistency with regional and local land use planting documents (e.g., the City's General Plan and Zoning Code) are summarized in Section 14, below). Physacalljr divide an established cormnsrnity. Conflict with any applicable habitat conservation plan or natural eorrnnunity conservation plan. I Note that Orange County Public Works submitted a comment letter dated November 13, 2014 as part of the Draft: FIR public review process. This letter contained information related to the project's water duality impacts; die City of Santa Tina responded in detail to this letter as part of the Final EIR (refer to Response #2 of the Responses to Comments, Final EIR, June 2015, Statement of Facts and Findings 9 June 2015 75D -145 L MINERAL RESOURCES Mater Dei High School Parking Structure and School Expansion Project Environmental Impact Report Result in the loss of availability of a known mineral resource that would be of value to the region and the resideats of the state. Result in the loss of availability p 'a locally- brportanl mineral reso arce recove y site delineated on a local general plan, spec66c plan or other land use plan. NOISE For a project located within an airpor 1, land use plan or, nrhere sucb a plan has not been adopted, within trvo miles o f a public airport or paablic use airport, would the project expose people residing or working in the prelect area to excessive noise levels. For a project within the viriniy of a private airstrip, mould the project expose people residing or working in the project area to excessive noise levels. POPULATION AND HOUSING Induce substantial population groantb in an area, either direrly or indirect y. PUBLIC SERVICES Substantial adverse pbyrical irrrpacls associated watb the provision of uery or plyeically altered governmental facilities, need far new or•plysically alteradgovernrnental facilstioa; the constrlirPon of rubich could cause sign cant envir-onmental inapacty, in order to maintain acceptable serviez ratios, response times or other performance objectives for any of the public services: 1) .Fire protection. 2) Policeprotection. 3) Scboolr. 4) Parks. 3) 01bo • publie facilities. RECREATION Increase the use of existing neighborbood and regional parks or other- recreational facilities such ibat substantial physical deterioration of the faci#i , zvosdd occur or be accelerated. Include recreational facilities or require the eomtrzution or expansion of'recreatioual facilities wbieh migbt have an adverse pysical effect on the environment. Statement of Facts and Findings 10 June 2015 75D -146 (9) Mater Dei High School Parking Structure and School Expansion Project TRANSPORTATION /TRAFFIC (Note: Lmpacts related to long -term operational traffic impacts are summarized in Section 1.4, below) Conflict auith are tpplicable congestion rrranagerrrent program, including, but not Amited to level of service standnrdr and travel demand rrteasares, or other standards established by the county congestion nzanagemorrt agony for designated roads or higinuays. Result in a change r'n air traff e pattems, hichrding either an increase in trafifie levels or a charge in location that results in substantial safety risks. Result in inadequate emergency access UTILITIES AND SERVICE SYSTEMS Exceed wastewater treatment requirements a f the applicable Regional lrlater.QuaI4 Control Board. Require or result in the construction of new mater or wastewater treatment facilities or expansion of existing facilities, tlee constmotion of which e'oidd cause sign(cant environmental eegoets. Require or result in the construction of neav stoma water drainage facilities or expansion of existing facilities, the constraclion of which cordd cause significant environmental e f cis. H ve sufficient water supplies available to serve the project fionr existing enfitlements and resource., or are new or mparaded entitlements needed Result in a cleterirination by the wastewater treatment provider whielr serves or mey serve the project that it has adequate capaeity to serve the project's projected demand in addition to the provider's existing coviveitmon &r. Be .nerved by a land! xll with .ruffuzentperlwIted capactty to accommodate the project's sold waste clspasal needy. Conobly earth federal state, and local stalutes and regulations related to solid waste. MANDATORY FINDINGS OF SIGNIFICANCE Does the pr fact have the potential to degrade the quality of the environment, substantially redutc the habitat a f a fish or wildlife species, caum a fish or rvildlzf population to drop below se f sustainiog levels, thy-oaten to eliminate a plant or animal communizjr, reduco the number or reshi t the range of a rare or endangered plant or animal or eliminate impodant examples oj'the major periods of Calilbrida history orprehistog. Statement of Facts and Findings 11 June 2015 75D -147 Mater Dei High School (9) Parking Structure and School Expansion Project Environmental Impact Report 1.4 EFFECTS DETERMINED TO BE LESS THAN SIGNIFICANT IN THE EIR The Mater Del High School Parking Structure and School Expansion Project Draft EIR found that the proposed project would result in less than significant impacts on a number of environmental topic areas. Therefore, a less than significant environmental impact determination was made for each of the topical impact areas listed below. LAND USE AND PLANNING Southern California Association of Governments (SCAG). The proposed project would not conflict with SCAG's regional plans and policies. City of Santa Ana General Plan. The proposed project would not conflict with goals, objectives, and policies within the City of Santa Ana General Plan. City of Santa Ana Municipal Code Chapter 41, Zoning. The proposed project would not conflict with the Clty of Santa Ana Municipal Code Chapter 41 Zoning standards or regulations upon implementation of the zone change required as an entitlement for the project. Cumulative Land Use and Planning Impacts. The proposed project, combined with other related cumulative projects, would not conflict with applicable land use plans, policies, or regulations. AESTHETICS /LIGHT AND GLARE (Note: Impacts related to short -term and long -term visual character are summarized in Sections 1.5 and 1.6, below). Shade /Shadow Patterns. Project implementation would not result in shade and shadow impacts onto adjacent sensitive uses within the project area. Light /Glare. Project implementation would not introduce substantial new sources of light and glare to the project area. Cumulative Aesthetic /Light and Glare Impacts. The proposed project, combined with other related cumulative projects, would not result in the degradation of character /quality, substantial increase in light and glare, or shade /shadow on a cumulatively considerable basis. AIR QUALITY Long -Term (Operational) Impacts. Long -term operation of the proposed project would not result in significant air pollutant emissions impacts. Long -Tenn Cumulative Impacts. Long -term operation associated with the proposed project and related cumulative projects would not result- in significant long -tetra air qualiy impacts. Statement of Facts and Findings 12 June 2015 75D -148 .L_ GREENHOUSE GAS EMISSIONS Mater Dei High School Parldug Structure and School Expansion Project Environmental Impact Report Greenhouse Gas Emissions. Greenhouse gas emissions generated by the project would not have a significant direct or indirect impact on the environment. Consistency With Applicable Greenhouse Gas Plans, Policies or Regulations. Implementation of the proposed project would not conflict with an applicable greenhouse gas reduction plan, police, or regulation. Cumulative Impacts. Greenhouse gas emissions generated by the project would not have a significant impact on global climate change or conflict with an applicable greenhouse gas reduction plan, policy, or regulation. NOISE Long -Term (Mobile) Noise Impacts. Traffic generated by the proposed project would not significantly contribute to existing traffic noise in the area. Long -Term (Stationary) Noise Impacts. The proposed project would not result in a significant increase in ambient noise levels. Airport Noise Impacts. The proposed project would not expose people residing or worhing in the project area to excessive noise levels associated with an airport. Cumulative Long -Term Noise Impacts. Development associated with the proposed project and other related cumulative projects would not result in cumulatively considerable long -term noise impacts. HOUSING Displacement of Housing. Implementation of the proposed project would replace housing with parking facilities, but would not necessitate the construction of replacement housing elsewhere. Cumulative Housing Impacts. Implementation of the proposed project and other related cumulative projects would displace housing and persons, but would not necessitate the construction of replacement housing elsewhere. TRAFFIC AND CIRCULATION Forecast Existing Plus Project Conditions. Project implementation would not cause a significant increase in traffic on local roadways for existing conditions when compared to the traffic capacity on the street system. Forecast Year 2018 With Project Conditions. Project implementation would not cause a significant increase in traffic on local roadways under forecast year 2018 conditions when compared to the traffic capacity of the street system. Statement of Facts and Findings 13 June 2015 75D -149 C Mater Dei High School Parking Structure and School Expansion Project Environmental Impact Report Forecast Year 2035 With Project Conditions. Project implementation would not cause a significant increase in traffic on local roadways under forecast year 2035 conditions when compared to the traffic capacity of the street system. Hazardous Traffic Conditions. Development of the proposed project would not result in a hazardous traffic condition either on -site or in the surrounding area. Conflicts with Policies, Plans, or Programs. Implementation of the project would not result in a decrease of the performance or safety of public transit, bicycle, or pedestrian facilities as a result of a conflict with adopted policies; plans, or programs. Cumulative Traffic and Circulation Impacts. The proposed project along with other related cumulative projects would not result in cumulatively considerable impacts related to traffic and circulation. 1.5 EFFECTS DETERMINED TO BE MITIGATED TO LESS THAN SIGNIFICANT LEVELS The City of Santa Ana, having reviewed and considered the information contained in the Final EIR, the Technical Appendices, and the administrative record, finds, pursuant to California Public Resources Code 21081 (a)(1) and GFQ;A Guidelines 15091 (a)(1) that changes or alterations have been required in, or incorporated into, the proposed project, which would avoid or substantially lessen to below a level of significance the following potentially significant environmental effects identified in the Final EIR in the following categories: • Aesthetics /Light and Glare (short-term visual character /quality); • Air Quality (short -term [ construction] air emissions, localized air quality impacts, consistency with regional plans, and short -term cumulative impacts); and • Noise (short -term construction noise impacts, construction- related vibration impacts, and short -term cumulative impacts). The potentially significant adverse environmental impacts that can be mitigated are listed below. The City* of Santa Ana finds that these potentially significant adverse impacts can be mitigated to a level that is considered less than significant after implementation of mitigation measures identified in the Final EIR. AESTHETICS /LIGHT AND GLARE The project's potential impacts in regards to aesthetics /light and glare that can be n itigated or are otherwise less than significant are discussed in Section 5 2, _1e.rtbefies/LJght and Glare, of the Draft EIR. Identified impacts include short -term degradation of visual character /quality. Short -Tenn Visual Character/ Quality, Project construction activities would not result in significant impact's related to the temporary degradation of the visual character /quality of the site and its surroundings. Statement of Facts and Findings 14 June 2015 75D -150 Mater Dei High School Q9 Parking Structure and School Expansion Project Environmental Impact Report Findings Changer or alterations bane been required in, or inew( orated into, the project, wbicb avoid or snbstandalbi lessen the rignficant envirwnmental e(/ect as identified irr the Dzft EIR. 2. The e f/ects identifded to the Draft EIR have been determined not to be sigaiyealu. Facts in Support of Fin dings The potential impacts to the short -term visual character /quality of the project area have been eliminated or substantially lessened to a level of less than significant by virtue of the mitigation measure identified in the Draft EIR. [Midgatiwr Ivleasun, AES -1 Prior to the issuance of a building permit, the Project Applicant shall submit a Construction Management Plan for review and approval by the City of Santa Ana Planning Division. The Construction Management Plan shall, at a minimum, indicate the equipment and vehicle staging areas, stockpiling of materials, fencing (i.e., temporary* fencing with opaque material), and construction haul route(s). AIR QUALITY The project's potential impacts in regards to air quality that can be mitigated or are otherwise less than significant are discussed in Section 5.3, Air Onail y, of the Draft EIR. Identified impacts include short -term (construction) air emissions, localized air quality impacts, consistency with regional plans, and short -term cumulative impacts. Short -Term (Construction) Air Emissions. Short -term construction activities associated with the proposed project would not result in significant air pollutant emission impacts. Findings Changer or alterations have been required in, or incorj orated into, the project, wbieb avoid or substantially lessen the sign ficant environmental effect as identified in the Draft EIR. 2. The effects idenrfwd io the Draft FAIR have been deterrrrined not to be sign cant. Facts in Support of Findings The potential impacts from short -term (construction) au emissions have been eliminated or substantially lessened to a level of less than significant by virtue of the mitigation measures identified in the Draft EIR. Statement of Facts and Findings 15 June 2015 75D -151 Nfatigahon NleasicTs: Mater Del High School Parldng Structure and School Expansion Project Environmental Impact Report AQ -1 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with SCAQMD Rule 403, excessive fugitive dust emissions shall be controlled by regular watering or other dust prevention measures, as specified in the SCAQMD's Rules and Regulations. In addition, SCAQMD Rule 402 requites implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off -site. Implementation of the following measures would reduce short -term fugitive dust impacts on nearby sensitive receptors: 9 All active portions of the construction site shall be watered every three hours during daily construction activities and when dust is observed migrating from the project site to prevent excessive amounts of dust. Pave or apply water every three hours during daily construction activities or apply non -toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering shall occur if dust is observed migrating from the site during site disturbance. Any on -site stockpiles of debris, dirt, or other dusty material shall be enclosed, covered, or watered twice daily, or non -toxic soil binders shall be applied. All grading and excavation operations shall be suspended when wind speeds exceed 25 tr les per hour. • Disturbed areas shall be replaced with ground cover or paved irmmediately after construction is completed in the affected area. • Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or Low of stakes) shalt be installed to reduce mud /dirt trackout from unpaved truck exit routes. Alternatively a wheel washer shall be used at truck exit routes. On -site vehicle speed shall be limited to 15 miles per hour. All material transported off-site shall be either: sufficiently watered or securely covered to prevent excessive amounts of dust prior to departing the job site. Reroute construction trucks away from congested streets or sensitive receptor areas, AQ -2 All trucks that ate to haul excavated or graded material on -site shall comply with State Vehicle Code Section 23114 (Spilling roads on Hagainvays), with special attention to Sections 23114(b)(F), (e)(4) as amended, regarding the prevention of such material spilling onto public streets and roads. Prior to the issuance of grading permits, the Statement of Facts and Findings 16 June 2015 75D -152 Mater Dei High School (9) Parking Structure and School Expansion Project Environmental Impact Report Applicant shall demonstrate to the City Engineer how the project operations subject to that specification during hauling activities shall comply with the provisions set forth in Sections 23114(b)(1), (e)(4). AQ -3 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with SCAQMD Rule 403, 03 precursor emissions from construction equipment vehicles shall be controlled by maintaining equipment engines in good condition and in proper tune per manufacturer's specifications, to the satisfaction of the City Engineer. Maintenance records shall be provided to the City by the construction contractor on a monthly basis. The City Inspector shall be responsible for ensuring that contractors comply with this measure during construction. Localized Air Quality Impacts. Development associated with the project would not result in significant localized emissions impacts or expose sensitive receptors to substantial pollutant concentrations. Findings Changes or alterations bane been required in, or incorporated into, the project, which avoid or snbstantiedyl lessen the significant environmental qfect as identified in the Drafd EIR 2. The e §eas identified in the D raft EIR have been determined not to be Si in scant: Facts in Support ofFindinbas The potential impacts from localized air quality emissions have been eliminated or substantially lessened to a level of less than significant by virtue of the mitigation measures identified in the Draft EIR. Allitigatloee Measures: AQ -1 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with SCAQIv1D Rule 403, excessive fugitive dust emissions shall be controlled by regular watering or other dust prevention measures, as specified in the SCAQMD's Rules and Regulations. In addition, SCAQIvID Rule 402 requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off -site, Implementation of the following measures would reduce short -term fugitive dust impacts on nearby sensitive receptors: All active portions of the construction site shall be watered every three hours during daily construction activities and when dust is observed migrating from the project site to prevent excessive amounts of dust. Statement of Pacts and Findings 17 June 2015 75D -153 (9) Mater Dei High School Parking Structure and School Expansion Project Environmental Impact Report Pave or apply water every three hours during daily construction activities or apply non -toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering shall occur if dust is observed migrating from the site during site disturbance. Any on -site stockpiles of debris, dirt, or other dusty material shall be enclosed, covered, or watered twice daily, or non-to,-,Ac soil binders shall be applied. + All grading and excavation operations shall be suspended when wind speeds exceed 25 miles per hour. Disturbed areas shall be replaced with ground cover or paved immediately after construction is completed in the affected area. Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) shall be installed to reduce mud /dirt trackout from unpaved truck exit routes. Alternatively a wheel washer shall be used at truck exit routes. + On -site vehicle speed shall be limited to 15 miles per hour. All material transported off-site shall be either sufficiently watered or securely covered to prevent excessive amounts of dust prior to departing the job site. + Reroute construction trucks away from congested streets or sensitive receptor areas. AQ -2 All trucks that are to haul excavated or graded material on -site shall comply with State Vehicle Code Section 23114 (Spilling Loarb� on Higbwav�u), with special attention to Sections 23114(b)(F), (e)(4) as amended, regarding the prevention of such material spilling onto public streets and roads. Prior to the issuance of grading permits, the Applicant shall demonstrate to the City Engineer how the project operations subject to that specification during hauling activities shall comply with the provisions set forth in Sections 23114(b)(F), (e)(4). AQ -3 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with SCAQMD Rule 403, O, precursor emissions from construction equipment vehicles shall be controlled by maintaining equipment engines in good condition and in proper tune pet manufacturer's specifications, to the satisfaction of the City Engineer. Maintenance records shall be provided to the City by the construction contractor on a monthly basis. The City Inspector shall be responsible for ensuring that contractors comply with this measure during construction. Statement of Pacts and Findings 18 June 2015 75D -154 Mater Del High School (9) Parking Structure and School Expansion Project Environmental Impact Report Consistency with Regional Plans. Development associated w th the proposed project would not result in a conflict with regional plans. Findings Chatages or alterations gape been aquired in, or incorporated into, the project, iebieh avoid or substantially lessen The signoeant eneironmental t fesx at idsnlifeed in the Drgft EIR 2. The gftls identified in the Dre f3 EIR have been determined trot to he agnifleant. Facts in Support of Findings The ptojecCs consistency impacts with regional plans have been eliminated or substantially lessened to a level of less than significant by virtue of the mitigation measures identified in the Draft EIR. Alitigation measures: AQ -1 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipuuate that, in compliance with SCAQMD Rule 403, excessive fugitive dust emissions shall be controlled by regular watering or other dust prevention measures, as specified in the SCAQ1VUs Rules and Regulations. In addition, SCAQIVID Rule 402 requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off -site. Implementation of the following measures would reduce short -term fugitive dust impacts on nearby sensitive receptors: + All active portions of the construction site shall be watered every three hours during daily construction activities and when dust is observed migrating from the project site to prevent excessive amounts of dust. ® Pave or apply water every three hours during daily construction activities or apply non -toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering shall occur if dust is observed migrating from the site during site disturbance. • Any on -site stockpiles of debris, dirt, or other dusty material shall be enclosed, covered, or watered Ltvice daily, or non -toxic soil binders shall be applied. • All grading and excavation operations shall be suspended when wind speeds exceed 25 miles per hour. • Disturbed areas shall be replaced with ground cover or paved finmediately after construction is completed in the affected area. • Track -out devices such as gravel bed tack -out aprons (3 inches deep, 25 feet long, 12 feet wide per. lane and edged by rock berm or row of stakes) shall be Statement of Facts and Findings 19 ,tune 2015 75D -155 C Mater Dei High School Packing Structure and School Expansion Project Environmental Impact Report installed to reduce mud /dirt trackout from unpaved truck exit routes. Alternatively a wheel washer shall be used at truck exit routes. . On -site vehicle speed shall be limited to 15 miles per hour. All material transported off -site shall be either sufficiently watered or securely covered to prevent excessive amounts of dust prior to departing the job site. Reroute construction trucks away from congested streets or sensitive receptor areas. AQ -2 All trucks that are to haul excavated or graded material on -site shall comply with State Vehicle Code Section 23114 (Spilling Loads on Highwa)u), with special attention to Sections 23114(b)(F), (e)(4) as amended, regarding the prevention of such material spilling onto public streets and roads. Prior to the issuance of grading permits, the Applicant shall demonstrate to the City Engineer how the project operations subject to that specification during hauling activities shall comply with the provisions set forth in Sections 23114(b)(F), (e)(4). AQ -3 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confrm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance Avith SCAQMD Rule 403, 03 precursor emissions from construction equipment vehicles shall be controlled by maintaining equipment engines in good condition and in proper tune per manufacturer's specifications, to the satisfaction of the City Engineer. Maintenance records shall be provided to the City by the construction contractor on a monthly basis. The City Inspector shall be responsible for ensuring that contractors comply with this measure during construction. Short -'Term Cumulative Impacts. Shott -term construction activities associated with the proposed project and related cumulative projects would not result in significant short -tetra air quality impacts. Findings Changee or alurations have been regaaired in, or ineotporated into, the pogo eot, which avoid or substantially lessen the cigni%ieant eamironmental e(foct as identified in the Drqft EIR 2 The qffe as idoulfied in the Draft L 11i have been determined not to be eignifwant. Facts in Support of Findings The short -terns cumulative impacts have been eliminated or substantially lessened to a level of less than significant by virtue of the mitigation measures identified in the Draft E112. Statement of Facts and Findings 20 June 2015 75D -156 Mater Dei High School Parldng Structure and School Expansion Project ,l' Environmental Impact Report Applicant shall demonstrate to the City Engineer how the project operations subject to that specification during hauling activities shall comply with the provisions set forth in Sections 23114(b)(I), (e)(4). AQ -3 Prior to issuance of any Grading Pennit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance w th SCAQMD Rule 403, Os precursor emissions from construction equipment vehicles shall be controlled by maintaining equipment engines in good condition and in proper tune per manufacturer's specifications, to the satisfaction of the City Engineer. Maintenance records shall be provided to the City by the construction contractor on a monthly basis. The City Inspector shall be responsible for ensuring that contractors comply with this measure during construction. NOISE The project's potential impacts in regards to noise that can be mitigated or are otherwise less than significant are discussed in Section 5 5, Zi r, of the Draft EIR. Identified impacts include short - term construction noise, construction - related vibration, and short -term cumulative impacts. Short -Term Construction Noise Impacts. Grading and construction w thin the project site would not result in significant temporary noise impacts to nearby noise sensitive receivers. Firming s Changan or alteration have been squired in, or incorporated into, the pr jea, which avoid or substandaly lessen the ezgn fcani environmental offact as idend fed in tha Draft EIR. 2. The e f eds idenPiried in the Draft EI13 liana been datermined not to be sign freant. Facts in Support of Findings The potential impacts from short -term construction noise have been mitigated or substantially lessened to a level of less than significant by virtue of the mitigation measure identified in the Draft EIR. Mitigation Measure: N -1 Prior to Grading Permit issuance, the Project Applicant shall demonstrate, to the satisfaction of the City of Santa Ana Planning Division that the project complies with the following: Construction contracts specify that all construction equipment, fixed or mobile, shall be equipped with properly operating and maintained mufflers and other state required noise attenuation devices. Statement of Facts and Findings 22 Julie 2015 75D -157 r OU Mingatzon M'easurea: Mater Del High School Panning Structure and School Expansion Project AQ -1 Prior to issuance of any Grading Permit, the City Engineer and the Building Safety Manager shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with SCAQIVID Role 403, excessive fugitive dust emissions shall be controlled by regular watering or other dust prevention measures, as specified in the SCAQMD's Rules and Regulations. In addition, SCAQMD Rule 402 requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off -site. Implementation of the following measures would reduce short -term fugitive dust impacts on nearby sensitive receptors: a All active portions of the construction site shall be watered every three hours during daily construction activities and when dust is observed migrating from the project site to prevent excessive amounts of dust. Pave or apply water every three hours during daily construction activities or apply non -toxic soli stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering shall occur if dust is observed migrating from the site during site disturbance. Any on -site stockpiles of debris, dut, or other dusty material shall be enclosed, covered, or watered twice daily, or non -toxic soil binders shall be applied. All grading and excavation operations shall be suspended when wind speeds exceed 25 miles per hour. • Disturbed areas shall be replaced with ground cover or paved immediately after construction is completed in the affected area. • Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) shall be installed to reduce mud /ditt trackout from unpaved truck exit routes. Alternatively a wheel washer shall be used at truck exit routes. O On -site vehicle speed shall be limited to 15 miles per hour. All material transported off. -site shall be either: sufficiently watered or securely covered to prevent excessive amounts of dust prior to departing the job site. o Reroute construction trucks away from congested streets or sensitive receptor areas. AQ -2 All trucks that are to haul excavated or graded material on -site shall comply with State Vehicle Code Section 23114 (Spilling Loads on Hgohymye), with special attention to Sections 23114(b)(F), (e)(4) as amended, regarding the prevention of such material spilling onto public streets and roads. Prior to the issuance of grading permits, the Statement of Facts and Findings 21 June 2018 75D -158 Mater Dei High School (9) Parldng Structure and School Expansion Project Environmental Impact Report Property owners and occupants located within 500 feet of the project boundary shall be sent a notice, at least 15 days prior to convnencement of construction of each phase, regarding the construction schedule of the proposed project. A sign, legible at a distance of 50 feet shall also be posted at the project construction site. All notices and signs shall be reviewed and approved by the City of Santa Ana Planning Division, prior to mailing or posting and shall indicate the dates and duration of construction activities, as well as provide a contact name and a telephone number where residents can inquire about the construction process and register complaints. Prior to issuance of any Grading or Building Permit, the Contractor shall provide evidence that a construction staff member will be designated as a Noise Disturbance Coordinator and will be present on -site during construction activities. The Noise Disturbance Coordinator shall be responsible for responding to any local complaints about construction noise. When a complaint is received, the Noise Disturbance Coordinator shall notifv the City within 24- hours of the complaint and determine the cause of the noise complaint (e.g., starting too early, bad muffler, etc.) and shall implement reasonable measures to resolve the complaint, as deemed acceptable by the Public Works Executive Director. All notices that are sent to residential units irrnnediately surrounding the construction site and all signs posted at the construction site shall include the contact name and the telephone number for the Noise Disturbance Coordinator. Prior to issuance of any Grading or Building Perm t, the Project Applicant shall demonstrate to the satisfaction of the City's Bulding Safety Manager that construction noise reduction methods shall be used where feasible. These reduction methods include shutting off iding equipment, installing temporary acoustic barriers around stationary construction noise sources, maximizing the distance between construction equipment staging areas and occupied residential areas, and electric air compressors and similar power tools. Construction haul routes shall be designed to avoid noise sensitive uses (e.g., residences, convalescent homes, etc.), to the extent feasible. Noise attenuation barriers (temporary barriers or noise curtains) with a sound transmission coefficient (STC) of at least 20 shall be used along the northern, eastern, and western boundaries of the packing structure site adjacent to nearby residential uses during construction activities associated with the parking structure (all phases except for architectural coating), as well as surrounding the proposed classroom building site during construction activities associated with the proposed classroom building (all phases except for architectural coating). Noise attenuation barriers constructed at the property Pules to a height of 10 feet with an STC rating of at least 20 are capable of reducing noise levels by 7.7 dBA. During construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receivers. Statement of Pacts and Findings 23 J11ne 2015 75D -159 Mater Dei High School (9) Parking Structure and School Expansion Project Environmental Impact Report Construction activities shall not take place outside of the allowable hours specified by the City's Municipal Code Section 18 -314, Special Provisions (7:00 am. and 8:00 p.m. on weekdays and Saturdays; construction activities are not permitted on Sundays or legal holidays). Construction - Related Vibration Impacts. Grading and construction associated with the proposed project would not result in significant temporary vibration impacts to nearby sensitive receptors. Findings 1. Changes or allocations have been required in, or incorporated into, the pr jeer; whir) avoid or substantially lessen the significant envzrronrtrental ffet as idetrt fdecl in the Draft BIB. 2. The effects identified in the Draft EIR have been detervarined not to be si?n�Ficant Facts in Support ofFin dings The potential impacts from construction- related vibration have been mitigated or substantially lessened to a level of less than significant by vin ue of the mitigation measure identified in the Draft EM Mitigation Meamrs: N -1 Prior to Grading Permit issuance, the Project Applicant shall demonstrate, to the satisfaction of the City of Santa Ana Planning Division that the project complies with the follouring: Construction contracts specify that all construction equipment, fixed or mobile, shall be equipped with properly operating and maintained mufflers and other state required noise attenuation devices. Property* owners and occupants located w thm 500 feet of the project boundary shall be sent a notice, at least 15 days prior to commencement of constriction of each phase, regarding the construction schedule of the proposed project. A sign, legible at a distance of 50 feet shall also be posted at the project construction site. All notices and signs shall be reviewed and approved by the City of Santa Ana Planning Div Sion, prior to mailing or posting and shall indicate the dates and duration of construction activities, as well as provide a contact name and a telephone number where residents can inquire about the construction process and register complaints. Prior to issuance of any Grading or Building Permit, the Contractor shad provide evidence that a construction staff member will be designated as a Noise Disturbance Coordinator and will be present on -site during constiuction activities, The Noise Disturbance Coordinator shall be responsible for responding to any local complaints about construction noise. When a complaint Statement of Facts and Findings 24 Jame 2015 75D -160 (9) Mater Dei High School Parldng Structure and School Expansion Project Environmental Impact Report is received, the Noise Disturbance Coordinator shall notify the City within 24- hours of the complaint and determine the cause of the noise complaint (e.g., starting too early, bad muffler, etc) and shall implement reasonable measures to resolve the complaint, as deemed acceptable by the Public Works Executive Director. All notices that are sent to residential units immediately surrounding the construction site and all signs posted at the construction site shall include the contact name and the telephone number for the Noise Disturbance Coordinator. Prior to issuance of any Grading or Building Permit, the Project Applicant shall demonstrate to the satisfaction of the City's Building Safety Manager that construction noise reduction methods shall be used where feasible. These reduction methods include shutting off idling equipment, installing temporary acoustic barriers around stationary construction noise sources, maximizing the distance between construction equipment staging areas and occupied residential areas, and electric air compressors and similar power tools. Construction haul routes shall be designed to avoid noise sensitive uses (e.g., residences, convalescent homes, etc.), to the extent feasible. Noise attenuation barriers (temporary barriers or noise curtains) with a sound transmission coefficient (STC) of at least 20 shall be used along the northern, eastern, and western boundaries of the parking structure site adjacent to nearby residential uses during construction activities associated with the parking structure (all phases except for architectural coating), as well as surrounding the proposed classroom building site during construction activities associated with the proposed classroom building (all phases except for architectural coating). Noise attenuation barriers constructed at the property lines to a height of 10 feet with an STC rating of at least 20 are capable of reducing noise levels by 7.7 dBA. During construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receivers. Construction activities shall not take place outside of the allowable hours specified by the City's Municipal Code Section 18 -314, Special Provisions (7:00 a.m, and 8:00 p.m, on weekdays and Saturdays; construction activities are not permitted on Sundays or legal holidays). Cumulative Short -Term Construction Noise Impacts. Development associated with the proposed project and other related cumulative projects would not result in cumulatively considerable short -term construction noise impacts. .Findings Changes or altenitions bane been required in, or ins'otporeaed into, the pr fact which avoid or substantially lessen the sign fcant ennironmerrtal affect as identified in the Draft EIR. Statement of Pacts and Findings 25 June 2015 75D -161 (9) Mater Del High School Parking Structure and School Expansion Project Environmental Impact Report 2. The tee %t identzfied by the Draft.EI Gave been determined not to be ,sign #cant. Facts in Support of Fin dings The potential cumulative impacts from short -term construction noise have been mitigated or substantially lessened to a level of less than significant by virtue of the mitigation measure identified in the Draft EIR. Mitigation Measurer N -1 Prior to Grading Permit issuance, the Project Applicant shall demonstrate, to the satisfaction of the City of Santa Ana Planning Division that the project complies with the following: Construction contracts specify that all construction equipment, fixed or mobile, shall be equipped with properly operating and maintained mufflers and other state required noise attenuation devices. Property owners and occupants located within 500 feet of the project boundary shall be sent a notice, at least 15 days prior to commencement of construction of each phase, regarding the construction schedule of the proposed project. A sign, legible at a distance of 50 feet shall also be posted at the project construction site. All notices and signs shall be reviewed and approved by the City of Santa Ana Planning Division, prior to mailing or posting and shall indicate the dates and duration of construction activities, as well as provide a contact name and a telephone number where residents can inquire about the construction process and register complaints. Prior to issuance of any Grading or Building Permit, the Contractor shall provide evidence that a construction staff member will be designated as a Noise Disturbance Coordinator and will be present on -site during construction activities. The Noise Disturbance Coordinator shall be responsible for responding to any local complaints about construction noise. When a complaint is received, the Noise Disturbance Coordinator shall notify the City within 24- hours of the compbunt and determine the cause of the noise complaint (e.g., starting too early, bad muffler, etc.) and shall implement reasonable measures to resolve the complaint, as deemed acceptable by the Public Works Executive Director. All notices that are sent to residential units immediately surrounding the construction site and all signs posted at the constriction site shall include the contact name and the telephone nuunber for the Noise Disturbance Coordinator. Prior to issuance of ,my Grading or Building Permit, the Project Applicant shall demonstrate to the satisfaction of the City's Building Safety Manager that construction noise reduction methods shall be used where feasible. These reduction methods include shutting off idling equipment, installing temporary acoustic barriers around stationary construction noise sources, maximizing the Statement of Pacts and Findings 26 June 2015 75D -162 Mater Dei High School Parking Structure and School Expansion Project r. g Environmental Impact Report distance between construction equipment staging areas and occupied residential areas, and electric air compressors and similar power tools. Construction haul routes shall be designed to avoid noise sensitive uses (e.g., residences, convalescent homes, etc.), to the extent feasible. Noise attenuation barriers (temporary barriers or noise curtains) with a sound transmission coefficient (STC) of at least 20 shall be used along the northern, eastern, and western boundaries of the parking structure site adjacent to nearby residential uses during construction activities associated with the parking structure (all phases except for architectural coating), as well as surrounding the proposed classroom building site during construction activities associated with the proposed classroom budding (all phases except for architectural coating). Noise attenuation barriers constructed at the property lines to a height of 10 feet with an STC rating of at least 20 are capable of reducing noise levels by 7.7 dBA. During construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receivers. Construction activities shall not take place outside of the allowable hours specified by the City's Municipal. Code Section 18 -311, Special Provisions (7:00 a.m. and 8:00 p.m, on weekdays and Santidays; construction activities are not permitted on Sundays or legal holidays). 1.6 ENVIRONMENTAL EFFECTS WHICH REMAIN SIGNIFICANT AND UNAVOIDABLE AFTER MITIGATION AND FINDINGS The City of Santa Ana, having reviewed and considered the information contained in the Final EIR, Technical Appendices, and the administrative record, finds, pursuant to California Public Resources Code 21081 (a)(3) and CEQA Guidelines 15091 (a)(3), that specific econotinic, legal, social, technological, or other considerations, make infeasible the mitigation measures identified in the Final EIR and, therefore, the project would cause significant unavoidable impact in relation to Aesthetics /Light and Glare (long -term degradation of visual character /quality). AESTHETICS /LIGHT AND GLARE Long -Term Visual Character/ Quality. Project implementation would result in significant impacts related to the long -term degradation of the visual character /quality of the site and its surroundings. Findings 1. Changes or alterations have been regacired in, or zncorf orated into, the pqurt that avoid or substantially karen the sign fcant eneironmental effect as identified in the EIR Statement of Facts and Findings 27 June 2015 75D -163 Matet Dei High School Parking Stricture and School Expansion Project Environmental Impact Report 2. Impacts associated mich the long -term visual rbaracterl quah j) of the project a, ea from implementation o j the project have been reduced to the extent, feasible. However, there are no feasible mitigation meastae• contained in the FIR. regareling the lorry term visual rbaraclerl guall*, of the project area, and imparts mould conexitute a significant and unavoidable impact. Facts in Support ofFinchngs Implementation of the proposed project would result in significant and unavoidable impacts related to the change in character from residential use to increased hardscape compared to the surrounding residential community through the introduction of a new 30 -foot high parldng structure adjacent to their property line. With implementation of the proposed architectural treatments and Landscape Plan, the resultant visible hardscape would be reduced. However, the resultant visual impacts from this change in character /quality would remain significant and unavoidable. No feasible mitigation measures are available to reduce these impacts to less than significant levels. Mitigation Measures: No mitigation teasures are feasible. The overriding social, economic, and other considerations set forth in the Statement of Overriding Considerations and the Findings regarding Alternatives provide additional facts in support of these findings. This unavoidable significant effect is acceptable when balanced against the facts set forth therein. 1.7 ALTERNATIVES TO THE PROPOSED PROJECT The Draft EIR addresses the environmental effects of alternatives to the proposed project. A description of these alternatives, a comparison of their environmental impacts to the proposed project, and the City's findings are listed below. These alternatives are compared against the project relative to the identified project impacts (summarized in Section 1.4, Section 1.5, and Section 1.6, above) to the project objectives (as stated in Section 1.2, above). In making the following alternatives findings, the City of Santa Ana certifies that it has independently reviewed and considered the information on alternatives provided in the Draft EIR, including the information provided in the comments on the Draft EIR and the responses thereto, "NO PROJECT /NO DEVELOPMENT" ALTERNATIVE Pursuant to CBS 4 Guidelines Section 151.26.6(e)(2), the No Project Alternative must be analyzed within the EIR. The No Project Alternative should discuss what would reasonably be expected to occur in the foreseeable future if the proposed project were not approved. In certain instances, the No Project Alternative means "no build" wherein the existing environmental setting is maintained, Thus, the "No Project /No Development' Alternative assumes that no new development would take place on -site and that the site would remain in its existing condition. Statement of Facts and Findings 28 June 20 15 75D -164 Mater Dei High School _ •, c i Parking Structure and School Expansion Project �.. Environmental Impact Report Findings 1. The,fndiags of the proposed project set jbrth hi this document and the overriding social, economic, and other issues set forth in the Statement o f Overriding Con tideralions provide sitpport for the proposed project and the elimination of this alternative finny fiather consderation. Facts in Support ofFlndings The No Project /No Development Alternative is considered environmentally superior to the proposed project in regards to land use, aesthetics, air quality, GHGs, noise, housing, and traffic and circulation. This Alternative would eliminate the significant and unavoidable impact related to aesthetics that was identified under the proposed project. However, the No Project /No Development Alternative would not accomplish any of the project objectives as listed above in Section 1.2. This Alternative would not provide any on- campus parking in order to accommodate the projected parking demand under the Master Plan for Nlator Dei Ftigh School (Objective 1). Objective 2 would not be accomplished as the No Project /No Development Alternative would not serve the projected growth and potential increase maximum student enrollment from 2,200 students to 2,500 students. Lastly, this Alternative would not provide improvements both on -site (screening walls, landscaping improvements, enhanced architectural treatments) and off -site (transportation improvements) (Objective 3). "REDUCED HEIGHT" ALTERNATIVE The Reduced Height Alternative would involve a reduction in the height of the proposed parldng structure from three-levels to two - levels. This Alternative would develop an approximately 22 -foot parking structure, which would result in a reduction of 316 parking spaces compared to the proposed project (assuming that 686 spaces would be provided, based on the Ground Ploar and Buil&ng Section and Area Surrtnrary, prepared by The Austin Company March 21, 2012]). The parking structure footprint would remain similar to that proposed by the project. New landscaping and architectural treatments would be requited per the City's regulations, This Alternative would also construct a new classroom building and roadway /intersection infrastructure improvements sin filar to the proposed project. Findings The fzndiagt of #fie proposed pr ject set forth in this document and the overriding social., ecanornu, and other issues sat forth in the Statement of Overriding Cotuieleratims provide •support for the proposed project and the elimination of this alternative front further consideration. Facts in Support of Findings The Reduced Height Alternative would accomplish the intent of the project's objectives, but not to the extent of the project, as listed witMn Section 1.2, above. The Reduced Height Alternative would achieve Objectives 1 and .3. However, Objective 2 would not be accomplished as the reduction of 316 parldng spaces would not serve the potential increase of the student enrollment from 2,200 students to 2,500 students as a result of buddout of the Master Plan of Mater Dei High School. Statement of Facts and Findings 29 June 2015 75D -165 Mater Dei High School (9) Parldng Structure and School Expansion Project Environmental Impact Report In comparison to the proposed project, the Reduced Height Alternative would result in reduced impacts in regards to aesthetics, air quality, greenhouse gas emissions, and noise. However, the significant impact identified under the proposed project for aesthetics would remain under the Reduced Height Alternative, although the aesthetic impacts would be incrementally reduced due to the decrease in parking structure height that would occur with this Alternative, "PERMANENT SURFACE PARKING LOT" ALTERNATIVE The permanent Surface Parking Lot Alternative would involve maintaining the interim parking lot condition as a permanent condition at the proposed parking structure site. For the purposes of this analysis, it is assumed that 347 spaces would be provided, based on the Ground Floor and Building Section and Area Saanmag, prepared by The Austin Company (March 21, 2012). As this Alternative would not construct enough parking to support future growth at the campus (of up to 300 additional students), the new classroom building would not be constructed as part of the Permanent Surface Parking Lot Alternative. This Alternative would be required to comply with existing City regulations, including landscaping requirements. However, it is assumed that this alternative would not implement infrastructure improvements (including public roadway improvements and a new signal at St. Andrew Place and Bristol Street), as this Alternative would not construct a new classroom building or support buildout of the Master Plan of Mater Der High School. Findings The finch'ngs of the proposed pro-iect set forty) in Ibis dowment and the oveniding social, economic, and other issues set forth in the Statement of Overriding Considerations provide setppor2for the proposed prqject and the eliminafion of this alternative firom fnrther consideration. Facts in Support ofFindings The Permanent Surface Parking Lot Alternative would not accomplish the project's objectives, as listed within Section 1.2, above. Although this Alternative would provide additional on- campus parldng, this would not be accomplished via an on -site parking structure, not would a surface pitching lot accommodate the projected parldng demand under the Master Plan for Mater Del High School (Objective 1). Objective 2 would not be accomplished as the reduction of parking spaces to sustain a surface lot would not serve the potential increase of the student enrollment from 2,200 students to 2,500 students. Lastly, this Alternative would not provide improvements both on -site (screening walls, landscaping improveir eats, enhanced architectural treatments) and off -site (transportation improvements) (Objective 3). In comparison to the proposed project, the Permanent Surface Parldng Lot Alternative would result in reduced impacts in regards to aesthetics, air quality, GHG emissions, noise, and traffic and circulation. The significant impact identified under the proposed project for aesthetics would be eliminated under the Permanent Surface Parking Lot Alternative. However, none of the project's objectives would be met. Statement of Facts and Findings 30 June 2015 75D -166 (9) Mater Dei High School Parking Structure and School Expansion Project Environmental Impact Report 2.0 CERTIFICATION OF THE FINAL, EIR The City of Santa Ana City Council declares that no new significant information as defined by the State CEQA Guidelines, Section 15088.5, has been received by the City Council after circulation of the Draft EIR that would require recirculation. The City Council certifies the Environmental Impact Report based on the following findings and conclusions: 2.1 FINDINGS The proposed project would have the potential for creating significant adverse environmental impacts. Significant adverse impacts which cannot be mitigated to a level of insignificance relate to the long -term degradation of the visual character /quality of the project area, as discussed in the Findings. It was determined that there are no feasible mitigation measures applicable to this impact that would avoid or substantially lessen the impact. 2.2 CONCLUSIONS Except the impact stated above relating to the long -term degradation of the visual character /quality of the project area, all other significant environmental. impacts from the implementation of the proposed project have been identified in the EIR and, with implementation of the mitigation treasures identified, would be mitigated to a level of insignificance. • Alternatives to the proposed project, which could potentially achieve the basic objectives of the proposed project, have been considered and rejected in favor of the proposed project. Environmental, economic, social, and other considerations and benefits derived from the development of the proposed project override and make infeasible any alternatives or further mitigation measures beyond those incorporated into the EIR. These considerations include project benefits such as providing on- campus parking to accommodate existing and project parldng demand; providing a new parking structure and two -story classroom building to accommodate project student growth; provide improvements that minumize impacts on the surrounding community; and contribute to the long range goals identified by the City of Santa Ana that are consistent with the goals and policies in the City's General Plan, among others. 3.0 STATEMENT OF OVERRIDING CONSIDERATIONS 3.1 INTRODUCTION CEQA and the CEiQA Guidelines provide in part the following: Statement of Pacts and Findings 31 June 2015 75D -167 Mater Dei High School Parking Structure and School Expansion Project (9) Environmental Impact Report • CEQA requires that the decision maker balance the benefits of a proposed project against its unavoidable environmental risks in determining whether to approve the project. If the benefits of the proposed project outweigh the unavoidable adverse environmental effects, the adverse environmental effects may be considered "acceptable." • Where the decision of the public agency allows the occurrence of significant effects that are identified in the EIR but are not mitigated, the agency must state in writing the reasons to support its action based on the EIR and /or other information in the record. This statement maybe necessary if the agency also makes the finding under Section 15091 (a)(2) or (a)(3) of the CE,( ,4 Guedelnxes. If an agency makes a statement of overriding considerations, the statement should be included in the record of the project approval and should be mentioned in the Notice of Determination (Section 15093 of the CEQA Guidelines). The City of Santa Ana; having reviewed and considered the information contained in the EIR for the Alater Dei Iligh School Parking Structure and School Expansion Project, Responses to Comments, and the public record, adopts the following Statement of Overriding Considerations that have been balanced against the unavoidable adverse impacts in reaching a decision on this project. 3.2 SIGNIFICANT UNAVOIDABLE ADVERSE IMPACTS Although all potential project impacts have been substantially avoided or mitigated as described in the preceding findings, there is no complete tnitigation for the following project impact: • Aesthetics /Light and Glare —long-term visual character and quality Details of this significant unavoidable adverse impact were discussed in the Mater Dei High School Parking Structure and School Expansion Project EIR and are surnmarized, or were otherwise provided in ection 1 , Entrironmeratal Q �Eects Which Remar.'le Signi icant and UnavoielableAA ler Miligallon. 3.3 OVERRIDING CONSIDERATIONS The proposed action consists of the certification of the Mater Dei High School Parking Structure and School Expansion Project EIR. Analysis in the EIR for this project has concluded that the proposed project would result in aesthetic impacts that cannot be mitigated to a less than significant level. All other potentially significant adverse project impacts have been mitigated to a less than significant level based on mitigation measures in the final EIR. CEQA requires that a lead agency balance the benefits of a proposed project against its unavoidable environmental risks in determining whether to approve the project. The City of Santa Ana has determined that the significant unavoidable adverse project impacts, which would remain significant after mitigation, are acceptable and are outweighed by social, economic, and other benefits of the project. Further, the alternatives that were identified in the Statement of Facts and Findings 32 June. 2015 75D -168 (9) Mater Del High School Parldug Structure and School Expansion Project Environmental Impact Report Final EIR would not provide the project benefits, as summarized below, to the same extent as the proposed project: + The City of Santa Ana finds that all feasible mitigation treasures have been imposed to lessen project impacts to less than significant levels; and furthermore, that alternatives to the project are infeasible because while they have similar or less environmental impacts, they do not provide the benefits of the project, or are otherwise socially or economically infeasible when compared to the project, as described in the Statement of Facts and Findings. + The project would provide an ou- campus parking structure to accommodate existing and projected parlung demand under the Master Plati furAllaterDee High School. • The project would provide a new parlung structure and two -story classroom building to accommodate projected growth and increase maximum student enrollment from 2,200 students to 2,500 students. • The project would provide improvements that minim ze impacts of the proposed project on the surrounding community both on -site (screening walls, landscaping improvements, enhanced architectural treatments), and off-site (transportation improvements). • The project would result in the improvement of an existing educational /institutional facility with a long - standing history in Santa Ana, providing benefits to the surrounding community and City. Although significant impacts would remain, the City of Santa Ana would mitigate any significant adverse impacts to aesthetics /light and glare to the maximum extent practicable. In its decision to approve the project, the City has considered the project benefits to outweigh the environmental impacts. Statement of Facts and Findings 33 June 2015 75D -169 gig: This page intentionally left blank. Mates Dei High School Parldng Structure and School Expansion Project Statement of Facts and Findings 34 June 2015 75D -170 Mitigation Monitoring Program Exhibit "B" 75D -171 4.0 Mitigation MonitotIng and Reporting Program 75D -172 75D -173 �. y Mater Dei High School Parking Structure and School Expansion Project �n Environmental Impact Report 4.0 MITIGATION MONITORING AND REPORTING PROGRAM The California Environmental Quality Act (CEQA) requires that when a public agency completes an environmental document which includes measures to mitigate or avoid significant environmental effects, the public agency must adopt a reporting or monitoring program. This requirement ensures that environmental impacts found to be significant will be mitigated. The reporting or monitoring program must be designed to ensure compliance during project implementation (Public Resources Code Section 21081.6). In compliance with Public Resources Code Section 21081.6, Table 1, Mitigation Monitoring and Rebortinn Checklist, has been prepared for the Mater Del High School Parking Structure and School Expansion Project (the proposed project). This Mitigation Monitoring and Reporting Checklist is intended to provide verification that all applicable mitigation measures relative to significant environmental impacts are monitored and reported. Monitoring will include: 1) verification that each mitigation measure has been implemented; 2) recordation of the actions taken to implement each mitigation; and 3) retention of records in the City of Santa Ana Mater Del High School Parking Structure and School Expansion Project file. This Mitigation Monitoring and Reporting Program (MMRP) delineates responsibilities for monitoring the project, but also allows the City flexibility and discretion in determining how best to monitor implementation. Monitoring procedures will vary according to the type of mitigation measure. Adequate monitoring consists of demonstrating that monitoring procedures took place and that mitigation treasures were implemented. This includes the review of all monitoring reports, enforcement actions, and document disposition, unless otherwise noted in the Mitigation Monitoring and Reporting Checklist (Table 1). If an adopted mitigation measure is not being properly implemented, the designated monitoring personnel shall require corrective actions to ensure adequate implementation. Reporting consists of establishing a record that a mitigation measure is being implemented, and generally involves the following steps: • The City distributes reporting forms to the appropriate entities for verification of compliance. • Departments /agencies with reporting responsibilities will review the Initial Study, Draft FIR, and Final FIR, which provide general background information on the reasons for including specified mitigation measures. • Problems or exceptions to compliance will be addressed to the City as appropriate. • Periodic meetings may be held during project implementation to report on compliance of mitigation measures. Final • July 2015 75D-1 Mitigation Monitoring and Reporting Program Mater Dei High School (9) Par•dng Structure and School Expansion Project Environmental Impact Report • Responsible parties provide the City with verification that monitoring has been conducted and ensure, as applicable, that mitigation measures have been implemented. Monitoring compliance may be documented through existing review and approval programs such as field inspection reports and plan review. • The City prepares a reporting form periodically during the construction phase and an annual report summarizing all project mitigation monitoring efforts. • Appropriate mitigation measures will be included in construction documents and /or conditions of permits /approvals. The following subsections of the Draft EIR contain a detailed environmental analysis of the existing conditions, project impacts (including direct and indirect, short -term, long -term, and cumulative impacts), recommended mitigation measures, and unavoidable significant impacts, if any. Minor changes to the MMRP, if required, would be made in accordance with CEQA and would be permitted after further review and approval by the City. No change will be permitted unless the MMRP continues to satisfy the requirements of Public Resources Code Section 21081.6. Final • July 2015 J 5 FF4_ 1 7 5Mitigation Monitoring and Reporting Program ov P a .q q i� o b �W a� m C.i H v taf Ur U a W O_ O- u C.; Q 'w : o o aqqc .� aq o o Jg a'd o pGp ° a o rU V W � d d w w O •y..p ... \- u O O O : q: • � pup I CC v G f/L o b 'P N a'd Y O v L' �dAji U C qW w o ,- wA o .� v aq. � 'P � a C •o � 0 � �'� e.� u u �. •�.�bvaP�idP �.bbao wb U H 75D -176 N a w ova o u � O paa b G Q DC ~❑ U W dl �O Gq O b �w U i-I l` C F` k i f U R Q: ; z o v F+ � Hy H A -G0 f+ q r0 y H AAA p .ni"S u ? 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" �qo�Ea ..a. .0 O a .� 'LY V �'.0 .y� awed m u 'b Q v N a� ca�v q G _R •R M a w .Y' "Yi u O y 'F] vV) O v rr.p cl v O, p mid O v by ui 0 b Ou wGow.a�v�,��r00 'o oC syu pO gRw.v' e o. u O O v d . ¢ °z �z 75D -178 a 0 N ti w A ,av a u , u v' q Fri � o � Q W ro o 0 b �W V 4 c: wbi�• �o t^ P U O a O F C m G a ' eu F: ,q �a F � N 5z u o M O W W q y P O u O. �JN O p � N L k O q P.oA b E v ti 41 U U Lo cNVJ � O v 0.Y 0. tl'U d .� B O g w u a z O ' � b � is Z p 0 'O � :� P a� � OC .uu 0.0 '� Q' C ^ u A U 0 o O W O� O � v O A u 'd O'O O a.g bA p O GSA q�'O m N Q R� ii JA A d C 9 ;; v 0. "y L O q'4 75D -179 O N ti w q " p o u N Pr Pi q « � o U vw � � o ,u o p o b �W 8 U P. s,R x ^a U OE a U - W O O u La w � a' F au � «:q Fs �s 'N e� G 0 ^ a, Gw G O qq �CC O'N O Q� :0 0Op a C IItl �w "" A P d °�.o .v. S r °bC -O O Q hAL 'El 00 Cro F�OJti 'd 'OVO00'v0 °��v °��O��y VZ�y���O�p •n 3 �z 75D -180 v 0 N ti w k \/ \ \/ \/s )/§ ±)7; \ { 75D.181 \ \ � ~/ � \ � ) � $ � \ � \ � \ � { \\ } }\ \) «\0 a[,« z ;2z»): ƒ � ƒ \ 75D.181 \ 75D -182 EXHIBIT C ROH - 03115/16 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION, A CALIFORNIA NON - PROFIT CORPORATION, FOR THE MATER DEI HIGH SCHOOL PARKING STRUCTURE AND SCHOOL EXPANSION PROJECT LOCATED AT 1202 WEST EDINGER AVENUE 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. On August 21, 1995, the Diocese of Orange Education and Welfare Corporation ( "Developer") and the City of Santa Ana ( "City ") entered into a Development Agreement to facilitate the physical expansion and improvement of an existing private secondary school on that certain property generally located on the west side of Baker Street, north of St. Andrew Place, south of Edinger Avenue, and east of Bristol Street, as approved by Santa Ana City Council Ordinance No. NS -2260. B. On June 21, 1999, the Developer and City entered into an Amendment to Development Agreement to reflect various changes in the development standards applicable to the Project, as approved by Santa Ana City Council Ordinance No. NS- 2389. C. The Developer is proposing to expand upon the operations of the existing Mater Del High School campus by constructing a three level, 990 -space parking structure, as well as proposing to demolish two older classroom buildings and construct a new two - story classroom building in the central section of the campus ( "Project ") located at 1202 West Edinger Avenue within the City. D. The parties to the Development Agreement now desire to further amend for a second time and completely restate said Development Agreement to reflect these various changes in the development of the Project. E. The City enters into this Second Amended and Restated Development Agreement pursuant to the provisions of the Government Code and applicable City Ordinance No. NS -XXX Page 1 of 4 75D -183 policies, Specifically, the City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with entities having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process, F. Entering into this Second Amended and Restated Development Agreement would provide the City with benefits that are of regional significance, relate to existing deficiencies in public facilities, require the Developer to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. G. The Project and the use that the Developer proposes in connection with the property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of this Second Amended and Restated Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Project will serve the interests of the City. H. The Planning Commission has, following a duly noticed public hearing, on July 13, 2015, recommended approval of a second amendment to the Development Agreement. 1. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. J. Additionally, Final Environmental Impact Report No. 2013 -01 and Mitigation Monitoring Program have been approved and certified by this Council by resolution simultaneously with the introduction of this ordinance. K. The proposed Project will not adversely affect the General Plan, as is expressly set forth in the Request for Council Action dated March 15, 2016, together with all supporting documents and exhibits, which are incorporated herein by this reference. L. The Developer agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Section 2. The Second Amended and Restated Development Agreement, a true and correct copy of which is attached hereto as Exhibit "A" and incorporated herein by reference, is hereby approved, and the City Manager and Clerk of the Council are authorized Ordinance No. NS -XXX Page 2 of 4 75D -184 to execute it on behaff of the City with such non - substantive changes as may be authorized by the City Manager and City Attorney. The Clerk of the Council is hereby authorized and directed to cause this Second Amended and Restated Development Agreement to be recorded with the County Recorder's Office. Section 3. This ordinance shall not be effective unless and until Resolution No. 2016- . is adopted and becomes effective. If said resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect, Section 4. if any section, subsection, sentence, clause, phrase or portion of this ordinance is forany reason held to be invalid orunconstitutional by the decision of anycourt of competent jurisdiction, such decision shall not affectthe 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 2016. APPROVED AS TO FORM: Sonia R. Carvatho City Attorney Miguel A. Pulido Mayor 75D -185 Ordinance No. NS -XXX Page 3 of 4 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. NUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75D -186 Ordinance No. NS -XXX Page 4 of 4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Exhibit A Recorded in the County of Orange, California THIS SPACE ABOVE FOR RECORDER'S USE SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this "Second Amendment ") is entered into this _ day of 2016, by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the laws of the State of California ( "City "), and THE DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION, a California non - profit corporation ( "Developer "). RECITALS A. Developer and City entered into a Development Agreement (the "Development Agreement ") dated August 21, 1995 and recorded August 26, 1995 as Instrument No. 19950419668 in the Official Records of Orange County, California (the "Official Records ") to facilitate the physical expansion and improvement of an existing private secondary school (the "Project ") on that certain property generally located on the west side of Baker Street, north of St. Andrew Place, south of Edinger Avenue, and east of Bristol Street (the "Property "), as approved by Santa Ana City Council Ordinance No. NS -2260. B. Developer and City entered into an Amendment to Development Agreement dated July 19, 1999 and recorded August 17, 1999 as Instrument No. 19990599190 in the Official Records (the "First Amendment ") to reflect various changes in the development standards applicable to the Project, as approved by Santa Ana City Council Ordinance No. NS -2389. C. Government Code § 65868 provides that a development agreement may be amended by mutual consent of the parties to the agreement. City and Developer desire to enter into this Second Amendment in order to facilitate an increase in student population, expansion of school classroom facilities, construction ofa parking structure, and for general athletic uses and activities on parcels to be acquired by Developer. D. The new development added by this Second Amendment is to be located on the additional parcels proposed to be acquired by Developer, which are shown collectively as Additional Parcel No. 4 on Exhibit 1 attached hereto and incorporated herein by this reference. Additional Parcel No. 4 shall be considered as an "Additional Parcel" and as part of the "Property" as those terms are defiled herein. The parcels comprising Additional Parcel No. 4 are owned by several different owners. -1- 75D -187 E. The terms and conditions of this Second Amendment have been found by the City Council to be fair, just and reasonable, and City has concluded that the purpose of the development of the Property as described herein (the "Development") will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this Second Amendment. The City and Developer intend that this Second Amendment shall restate and supersede in their entirety the Development Agreement and the. First Amendment. NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the panties hereto agree as follows: Application. As used herein, the "Original Parcel" means that certain property owned by Developer and identified as the "Original Parcel" in Exhibit A (and legally described in Exhibit B) to the Development Agreement. This Second Amendment pertains initially to the Original Parcel and Additional Parcel Nos. 1, 2, and 3, and shall apply to Additional Parcel No. 4 at such time as Developer acquires title to all of the parcels comprising Additional Parcel No. 4 and processes all necessary Street Vacations, Lot Merger and/or Tract Map, Zoning Amendment Application and General Plan Amendment, as applicable, to match the zoning on the Original Parcel with the Additional Parcels is processed by City. It is intended that no further or additional action be necessary by either party hereto to make this Second Amendment effective as to such property. 2. Term. (a) The 'Effective Date" of this Second Amendment shall be the effective date of the ordinance adopted by City approving same after it is submitted to the City Council for approval. City and Developer shall finalize and execute this Second Amendment after it has been approved by the City Council. (b) The term of this Second Amendment (the "Term ") shall be twenty -five (25) years from the Effective Date, subject to earlier termination as hereinafter provided. Unless otherwise specified, the obligations herein and the rights herein shall remain in fall force and effect throughout the Term. (c) City may terminate this Second Amendment prior to expiration of the Tern if Developer fails to perform its obligations under this Second Amendment, subject to the requirements of Section 13 hereof. 3. Permitted Use of the Property. The parties agree that the use of the Property as a private secondary school offering general, technical, vocational and college preparatory education to students in grades 9 through 12 is a permitted use of the Property, subject to the right of City to enforce all laws which do not conflict with the rights of Developer under this Second Amendment. In addition, a permitted use of Additional Parcel Nos. I and 2 is a parking lot use and a pen ritted use of Additional Parcel No. 3 is an office or classroom use, provided such office or classroom use is carried on exclusively in conjunction with the school on the Original Parcel. In addition, a permitted use of -2- 75D -188 Additional Parcel No. 4 is a parking structure with a possible phasing in or surface parking prior to the construction of the parking structure, provided such uses are carded on exclusively in conjunction with the school on the Original Parcel. 4. Special Development Standards, The following standards shall apply to the Development notwithstanding anything to the contrary in the land use and development plans and regulations of City as they currently exist or may be hereinafter amended; (a) Intensity of use: The number of students attending the school on the Property shall not exceed 2,500 at any one time. (b) Maximum height of buildings: No building on the Property shall exceed 50 feet in height within 100 feet of residential property, or 75 feet otherwise. (c) Maximum size of buildings: The aggregate floor area of all buildings (excluding the parking stricture) on the Property shall not exceed 267,146 square feet to allow for the construction of a new 55,410 square foot Performing Arts Center (in place of the original gymnasium) and a new two -story academic building (to partially replace a number of the original classroom buildings) such that the total aggregate square footage of those classroom buildings other than the academics /science building does not exceed 79,040 square feet. Currently, the site contains 78,639 square feet of original classroom buildings (6 buildings), a 5,000 square foot chapel center, a 13,681 square foot student services building, a 53,426 square foot academics /science building, the 21,320 square foot original gymnasium, a 52,721 square foot athletic complex, a 1,182 square foot locker building for baseball, a 2,879 square foot maintenance building and a 3,807 square foot aquatics center building. (d) A minimum of 200 parking spaces shall be maintained onsite. (e) A minimum 15 foot landscaped setback shall be maintained along all public right -of- -way, except where existing structures encroach at the bus turn out on Edinger Avenue and where parking is between Bristol Street and the performing arts building per the master plan. (f) A minimum 5 foot landscaped setback shall be maintained along all interior property lines. (g) Fire protection systems and fire lanes shall be provided to the satisfaction of the Eire Marshall. (h) Site access shall be from Bristol Street, Edinger Avenue and at the intersection of St. Andrew Place and Baker Street and emergency vehicle access at Pomona Street and Stanford Street as shown on Exhibits 2, 3, 4, 5, and 6 attached hereto and incorporated herein by this reference. (i) On -site circulation shall meet minimum City Standard of23 -foot aisle width, 24 -foot radius turn- around area for passenger vehicles (40 -foot radius for buses and -3- 75D -189 trucks), continuous forward movement of passenger vehicles, 60 -foot entry throats and no less than 8 %2 x 18 foot parking stall sizes. 0) A minimum 35 foot on -site student drop -off zone shall be provided. (k) Perimeter limited access gates may be constructed provided that they are open during all business /school hours, visible to the street when closed, and located no closer than 20 feet from the street right-of-way. Access gates shall maintain a 60 foot setback from Edinger and a 20 -foot setback from Berkeley and St. Andrew Place. (1) Parking lots shall be landscaped with 150 square foot minimum planters at the end of rows of parking. (in) An 8 -foot high masonry wall, as measured from the adjacent grade, shall be provided along the east property line abutting residential. (n) Ornamental iron or similar fencing, such as painted tubular steel or aluminum, shall be used if fencing is provided around the campus buildings along Edinger and Bristol Streets. Chain link may be utilized at athletic fields. (o) The Building Security Regulations (S.A.M.C. Chapter 8, Article 2, Division 3) are applicable only to new buildings and remodels exceeding 50% of the value of the existing building or structure. These regulations do not apply to unopenable windows or mechanical shafts that are not accessible. Waiver requests from these regulations will be considered as each building is being reviewed in Building Division plan check. On -site manned security shall be a consideration in evaluating waiver requests. (p) City will conduct architectural review as a component of the Development Project Plan Review process as to: • Architectural compatibility to the site and area; • Architectural treatment on all sides of buildings; • Architectural finishes, materials and colors; and • Compliance with general architectural design standards applied citywide. However, City will not mandate a particular architectural style (i.e. mission, post modern, cape cod) on the Project. (q) Developer shall install parking lot lighting for security purposes as required by City. (r) Developer shall maintain an on -site circulation management program -4- 75D -190 (s) Developer grants to City the authority to remove graffiti on any block wall facing a public street upon reasonable notice to Developer. General Development Standards Except as otherwise provided in Sections 4 and 6 of this Second Amendment, City and Developer agree that the general plan provisions, ordinances, rules, regulations and official policies of City establishing design, density, improvement and construction standards which are in effect as of the Effective Date of this Second Amendment shall govern the Development during the Tenn; provided, however, that development standards as revised after the Effective Date of this Second Amendment may be applied to the Development with the mutual consent of Developer and City's Planning Manager. Additionally, all proposed improvements must conform to all Site Plan Review approvals for the Project. 6. Non - vested City Laws and Regulations (a) Developer and all persons and entities in occupancy of any portion of the Property shall comply with all City laws and regulations which do not conflict with the use and development of the Property pursuant to Sections 3 and 4 of this Second Amendment} as such City laws and regulations may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, use and development shall comply with the following types of City laws and regulations as they may from time to time be enacted or amended hereafter: (i) Taxes, assessments, fees and charges; provided, however, that the collection of certain development fees shall be governed by subsection (b) of this Section 6. (ii) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (iii) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city -wide basis; and (iv) Procedural rules of general city -wide application, (b) The Transportation System Improvement Fee (currently established by S.A.M.C. § 8 -44), the Drainage Area Fee (currently established by S.A.M.C. §§ 34 -191 et seq.) and the Sewer Connection Fee (currently established by S.A.M.C. § 39 -53) shall be paid by Developer in the rates in effect at the time payment is due. however, the calculation and collection of such fees shall be governed by the following principles; (il Transportation System Improvement Fee: Payment shall be due prior to issuance of building permits, -5- 75D -191 The fee will not be applied to the remodel or rehabilitation of existing buildings, Credit will be given for the demolition of any existing structure pursuant to Santa Ana Municipal Code § 8 -44. (ii) Drainage Area Fee: Payment will be due prior to the issuance of a building permit. A 12 -acre credit will be given for previous fees paid for the Property, (iii) Sewer Connection Fee: Payment shall be due prior to issuance of building permits. Credit will be given for fixture writs removed due to the demolition of any structure. No fee shall be collected for the rehabilitation or remodel of a building unless there is a net increase in the number of fixture units. The parties also understand that City currently collects a fee on behalf of the Orange County Sanitation District and that such district determines the rules for collection, and for determining the amount, of that fee. City shall not impose any fee on Developer for the construction of street medians. Dedications and Street lmnrovements (a) Dedication of a 34 -foot wide drainage and utility easement with landscaping as shown on Exhibit 7 attached hereto and incorporated herein by this reference. Developer, at a minimum, shall be responsible for replacement of the paving and improvements within the Pedestrian Plaza as identified on the Site Plan. Prior to the issuance of a certificate of occupancy for any new building on the Property, Developer shall make the dedication described in subsection 7(a), above, and shall complete the improvements listed in subsection 7(b). (b) Parking Structure and Additional Athletic Space to be completed by Developer at Developer's sole cost and expense: (i) Installation of a traffic signal and crosswalk at Bristol Street and St. Andrew Place, plus a dedicated right -tam lane along westbound St. Andrew Place at Bristol Street; -6- 75D -192 (ii) Completion of abandonment and associated utility relocations for Balser Street, Berkeley Street and Occidental Street, keeping an opening between Berkeley Street and Occidental Street as a public alley; (iii) Completion of drainage improvements and storm drains; (iv) Modification of a four -way stop at the intersection of St. Andrew Place and Balser Street; and (v) Updated left -turn signal timing at the Edinger Avenue and Monarch Way intersection for entry into the Mater Dei campus. 5. Site and Development Plan. It is agreed by the parties hereto that the Site and Development Plan conforms to the development standards established for the Property by this Second Amendment. It is understood, however, that said Site and Development Plan is conceptual only, and that nothing herein shall be construed to require that the development of the Property be in accordance with the Site and Development Plan, provided the development of the Property is otherwise consistent with the development standards established by this Second Amendment. It is recognized that there may be changes in the Site and Development Plan and any such changes in the Site and Development Plan that are in substantial conformance with the development standards established for the Property by this Second Amendment shall be approved by City. Ftwther, nothing herein shall be construed: (i) to relieve Developer from obtaining development project plan approval pursuant to Sections 41 -665 et seq. of the Santa Ana Municipal Code, whether the proposed development of the Property is in accordance with the Site and Development Plan or not, or (ii) to prohibit City from imposing reasonable conditions on such development project plan approval consistent with the development standards established by this Second Amendment; provided however no such review shall authorize or permit City to impose any condition or withhold approval to any proposed building or plan modification, the result of which would be inconsistent with any provisions of this Second Amendment. Developer, through oversight and management, shall use its best efforts to assure that staff and students attending the school on the Property fill on -site parking spaces first, parking spaces in the City lot referenced in subsection 12(b) hereof second, other available off - street parking facilities third, and on- street parking last. Developer shall also use its best efforts to promote vehicle trip - reduction practices. Developer is exempt from other city requirements concerning parking management and trip reduction. 9. 'Vesting of Development Rights. As a material inducement to Developer to continue with diligent efforts to promote the development of the Property, City desires to cause all development rights which may be required to develop the Property to completion, consistent with this Second Amendment, to be deemed vested in Developer for the benefit of the Property, as of the time specified in Section 1 of this Second Amendment, to the greatest extent permitted by law, and to be free of all (i) discretionary rights of City or any other person, entity or governmental agency, other than those required in -7- 75D -193 connection with Street Vacations, Lot Merger and /or Tract Map, Zoning Amendment Application and General Plan Amendment discussed in Sections 1 and 11 hereof, and (ii) any subsequent building moratoriums, ordinances, rules, regulations, policies or restrictions on development which are inconsistent with this Second Amendment. Notwithstanding the foregoing, nothing set forth in this Second Amendment shall be deemed to require Developer to commence or complete the Development. In accordance with the terns of Government Code Section 65866, City and Developer agree that the general plan provisions, ordinances, rules, regulations and official policies of City in effect as of the date of this Second Amendment governing the design, density, permitted land uses, improvement and construction standards applicable to the Development (collectively, the "Existing Development Regulations ") shall govern during the Term. City shall not, in subsequent actions applicable to the Property or the Development, apply general plan provisions, ordinances, rules, regulations and policies which conflict with the Existing Development Regulations, except with the mutual consent in writing of City's Planning Manager and Developer. Except as otherwise provided in this Second Amendment, no amendment to or revision of, or addition to any of the Existing Development Regulations without the mutual consent in writing of City's Planning Manager and Developer, whether adopted or approved by the City Council or any office, board, commission or other agency of City, or by the people of City through charter amendment, referendum or initiative measure or other vote, shall be effective or enforceable by City with respect to the Development, its design, grading, construction, remodeling, use or occupancy, schedule or development, 10. Environmental Compliance. The Environmental Impact Report for the Development is incorporated herein by reference as though fully set forth at length. City and Developer acknowledge that to the extent that said document identifies certain mitigation measures applicable to the Development, Developer agrees to implement the various mitigation measures recommended to be implemented by Developer pursuant to said document, provided that Developer proceeds with the Development and commences construction. City agrees to implement the various mitigation measures recommended to be implemented by City pursuant to said docurent, provided that Developer proceeds with the Development and commences construction, 11. Street Vacations. Developer shall submit an application and City shall hold a public hearing to consider whether to adopt a resolution vacating City's right of way easements over Balser Street, Berkeley Street, Occidental Street and St. Andrew Place, to the extent they are included on or about Additional Parcel No. 4, as shown in Exhibit 8 attached hereto and incorporated herein by this reference. Such resolution shall not be adopted prior to .Developer having acquired title to all the parcels that collectively comprisc Additional Parcel No. 4, and may include conditions which must be fulfilled prior to the vacation becoming effective, including, but not limited to, Developer compensating City for the fair market value of the street right of way to be vacated. If said vacation resolution is approved, Developer shall prepare plans for and remove street improvements from the vacated streets, relocate utilities anal construct public drainage -8- 75D -194 improvements in the area of any drainage easement granted to City by Developer pursuant to Section 7 of this Second Amendment, in accordance with the following terns and conditions: (1) The traffic access and circulation, utility service and drainage will be continuously provided to the parcels within the block adjacent to Additional Parcel No. 4, acceptable to the Public Works Agency. (2) Said street removal, utility and drainage improvement work shall be completed by Developer prior to the date occurring two (2) years after the date on which City has adopted the resolution vacating the right of way casements. (3) Developer shall be responsible for plan preparation, removal and /or relocation of all public utilities located in the area of the streets that are to be vacated pursuant to this section, without cost to City. If, at the design development stage, City determines that street lights are required as a result of the termination of Berkeley Street or Occidental Street, Developer shall design and install the street lights within the context of standard spacing requirements utilized citywide. (4) Once all required street vacations are completed, the Additional Parcels shall be merged with the Original Parcel into a single new parcel by means of a lot consolidation process. Developer shall file, process and record the lot consolidation. The consolidation shall be completed prior to the issuance of a building permit. (5) City shall retain existing utility easements within the former street rights- of-way abandoned for the Project, where necessary as determined by the Public Works Agency. The Developer shall hold, City harmless against damages and all other claims resulting from the condition of City utilities. (6) It is understood and agreed that the drainage improvements to be installed by Developer in the drainage easement shall be stonn drains and surface drainage facilities as depicted in Exhibits 9 and 9A attached hereto and incorporated herein by this reference, or as approved by the Public Works Agency. Developer may install an underground piped drainage system within school property. Once constructed, Developer shall be responsible for maintaining and cleaning the on -site drainage facilities and shall keep the drainage facilities free and clear of all impediments to drainage. (7) Developer shall relocate any utility poles and guy wires that interfere with the Project located between Berkeley Street and Occidental Street as shown on Exhibit 10 attached hereto and incorporated herein by this reference. Off -site Parking Mitigation (b) The parties hereto acknowledge mid agree that the students attending the school park their automobiles on the local streets in neighboring residential areas, The parties have worked to jointly mitigate the student parking problem that would exist unless mitigated by the provision of additional off - street parking areas, Specifically, the parties have already undertaken the off - street parking mitigation measures set forth in subsections (b) and (c) of this Section. 12. -9- 75D -195 (c) In the year 2000, City constructed a public parking lot on the east side of Bristol Street north of Edinger Avenue as part of its Bristol Street widening project. The parking lot contains approximately 240 parking spaces. City shall not impose any charge for parking at the parking lot. (d) In the year 1999, Developer acquired Additional Parcel Nos. 1, 2, and 3 for use and improvement as a parking area for students attending the school as shown on the Site and Development Plan, At Developer's expense, Developer removed the improvements previously located on Additional Parcel No. 3 within one (1) year after the conveyance of Additional Parcel No, 3 to Developer. Developer may use the area for other school uses including offices and classrooms if a substitute parking area for students having an equal parking capacity is provided elsewhere, either on the Property or on other property in the vicinity of the Property which either is owned by Developer or is subject to an easement or covenant which allows its use for parking appurtenant to the school on the Property. 12. Default and Remedies (a) Developer shall be in default under this Second Amendment upon the happening of one or more of the following events or conditions: G) If a material warranty, representation or statement made or furnished by Developer to City is false or proves to have been false in any material respect when it was made; (ii) A finding and determination by the City Council made following a periodic review under Government Code Section 65865.1 that upon the basis of substantial evidence, Developer has not complied in good faith with a material requirement of this Second Amendment; or (iii) An express repudiation, refusal or renunciation of this Second Amendment, if the same is in writing and signed by Developer. (b) City shall be in default under this Second Amendment if it shall: (i) fail to comply in good faith with the requirements hereof regarding the permitted development standards and uses specified herein, or City's obligations under Section 12 hereof; or (ii) expressly repudiate, refuse or renounce this Second Amendment in writing. (c) Notwithstanding any provision of this Second Amendment to the contrary, except for Developer's default under subsection 13(a)(iii), above, Developer shall not be deemed to be in default under this Second Amendment, and City may not terminate Developer's rights under this Second Amendment, unless City shall have first delivered a written notice of -any alleged default to Developer, which shall specify the nature of such default. Except for Developer's default under subsection 13 (a)(iii), if such default is not cured by Developer within -10- 75D -196 ninety (90) days of service of such notice of default, or with respect to defaults which cannot be cured within such period, Developer fails to commence to cure the default within sixty (60) days after service of the notice of default, or thereafter fails to diligently pursue the cure of such default until completion, City may tenninate Developer's rights under this Second Amendment. Upon the occurrence of a default by City, as described in subsection 13(b)(i), Developer may give written notice to City specifying the nature of such default, If City has not cured such default within (90) days of such notice, an event of default by City shall be deemed to have occurred. The occurrence of a default by City under section 13(b)(ii), above shall, at the option of Developer, and upon written notice to City, immediately constitute an event of default by City. (d) In the event a breach of this Second Amendment occurs, irreparable harm is likely to occur to the nonbreaching party and damages may be an inadequate remedy. To the extent permitted by law, therefore, it is expressly recognized that specific enforcement of this Second Amendment is a proper and desirable remedy, (e) In no event shall either party be entitled to damages against the other party based on the other party's default under this Second Amendment, 13. Amendment or Cancellation Except as otherwise provided for herein, this Second Amendment may be amended or canceled in whole or in part only by mutual consent of the parties, or their successors in interest, and in the manner provided in Government Code Sections 65865.1, 65867, 65867.5 and 65867. 14. Enforeement Unless amended or canceled as provided in Section 14, this Second Amendment shall continue to be enforceable by any party to it, notwithstanding any change or other regulations adopted by City which alter or amend the rules, regulations or policies applicable to the Development. 15, Suppression of Agreement by Changes in State or Federal Law or by Judicial Decision In the event that state or federal laws, ordinances, rules, policies or regulations or the laws, ordinances, rules, policies, or regulations of any other governmental or quasi - governmental entity are enacted after the Effective Date of this Second Amendment, or the action or inaction of any other affected governmental jurisdiction or any judicial decision prevents or precludes compliance with one or more provisions of this Second Amendment, or imposes a requirement on the Development materially different than as otherwise contemplated by this Second Amendment, or requires changes in plans, maps or permits approved by City or changes in the development standards set forth in this Second Amendment, the parties shall: (a) Provide the other party with written notice of such restriction, together with a copy of the applicable lacy, rule, regulation or policy and a statement in reasonable detail setting forth the conflict of same with the provisions of this Second Amendment; and -11- 75D -197 (b) Promptly meet and confer with the other party in good faith and make a reasonable attempt to modify or suspend this Second Amendment to comply with such law, ordinance, rule, policy or regulation or judicial decision. Thereafter, regardless of whether the parties reach agreement on the effect of such law, ordinance, Mile, policy or regulation upon this Second Amendment, the matter shall be scheduled for a bearing before the City Council upon thirty (30) days notice, for the purposes of determining the exact modification or suspension which is required by such law, ordinance, rule, policy, regulation or judicial decision. It is the express intent of the parties to modify this Second Amendment to allow for the development of the Development in as close conformity to the terms and conditions of this Second Amendment as reasonably possible, Nothing herein shall preclude Developer from challenging the conflicting law, rile, regulation or policy. 16. Mortgagees In the event City receives written notice from any institutional lender or pension trust (a "Mortgagee ") that it has obtained a deed of trust or mortgage on all or any portion of the Property (a "Mortgage "), together with a copy thereof, City agrees as follows: (a) City shall mail, first- class, postage prepaid, to each Mortgagee a copy of any notice given to Developer concurrently with the giving of such notice to Developer, If Developer fails to cure such default within the period allowed in this Second Amendment, City shall give another written notice to each Mortgagee of such failure. (b) City shall not terminate or cancel this Second Amendment (i) if any Mortgagee has cured any default curable by payment of money within thirty (30) days of notice, or (ii) if a non - monetary default, any Mortgagee has commenced, in good faith, to cure such non - monetary default and diligently proceeds to cure such non - monetary default within a reasonable time, A default shall be deemed cured by the giving of a written agreement by any Mortgagee or by any purchaser of the Property upon a foreclosure of a Mortgage or by a transfer by deed in lieu of foreclosure (herein, a "Purchaser ") to continue to be bound by the terms of this Second Amendment. (c) City shall accept the performance of any such Mortgagee or Purchaser as if such performance were rendered by Developer, Each Mortgagee and each such Purchaser shall have the right but not the obligation, to remedy any defaults of Developer within the time specified herein. No Mortgagee or Purchaser shall have any liability under this Second Amendment except for acts or events which occur while such Mortgagee or Purchaser holds title to the Property or portion thereof. (d) The provisions of this Section 17 are solely for the benefit of Mortgagees and Purchasers and shall not otherwise impair any rights of City against Developer. (e) No default or event of default hereumder by Developer shall defeat, impair or render invalid the lien of any Mortgage made in good faith and for value as to the Development or any portion thereof, (f) City, by resolution of the City Council, may modify or add to the provisions of this Section 17 at the request of any institutional lender or pension trust providing -12- 75D -198 financings so long as such requested modifications or additions pertain only to the rights of a Mortgagee or Purchaser hereunder and are not otherwise inconsistent with the terms of this Second Amendment, 17, Relationship of the Parties It is hereby specifically understood and acknowledged that the Development is a private project and that neither City nor Developer will be deemed to be the agent of the other for any purposes whatsoever. 18. Notices. Any notice of instrument required to be given or delivered to either party to this Second Amendment may be given or delivered by depositing the same in the United States mail, certified mail, postage prepaid, addressed to: City: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attention: Hassan Haghani, Executive Director, PBA Developer: Diocese of Orange 13280 Chapman Avenue Garden Cnove, California 92840 Attention: Bill Milligan, Director of Real Estate Notice of a change of address shall be delivered in the same manner as any other notice provided herein, and shall be effective three days after mailing by the above - described procedure, 19. Severability If any tern, provision, condition, or covenant of this Second Amendment, or the application thereof to any part or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument, or the application of such tern, provision, condition or covenant or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each tern and provision of this Second Amendment shall be valid and enforceable to the fullest extent permitted by law. 20. Entire Agreement. This Second Amendment and the Exhibits attached hereto contain the entire agreement between the parties, and is intended by the parties to completely state this Second Amendment in full. Any agreement or representation respecting the matters dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Second Amendment, is null and void. 43- 75D -199 21. Exhibits Alt exhibits to the Second Amendment are attached hereto and incorporated herein as if fully set forth herein, and in the event of any duplicative numbered or lettered exhibits, all exhibits to this Second Amendment shall supersede and replace any previous exhibits. 22. Hold Harmless Developer agrees to and shall hold City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of Developer or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relate to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Second Amendment. Developer agrees to pay all costs for the defense of City and its officers, agents, employees, consultants, special counsel, and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Developer's actions in connection with the Project, any claims arising out of this Second Amendment, or any approval or certification by City relating to the Project. This 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 Section 11.5 or due by reason of the terms of, or effects; arising from, this Second Amendment or any approval or certification by City relating to the Project, regardless of whether or not City prepared, supplied or approved this Second Amendment, plans or specifications, or both, for the Project. Developer further agrees to indemnify, hold harmless, and pay all costs for the defense of City, including fees and costs for special counsel to be selected by City, regarding any action by a third party challenging the validity of this Second Amendment or any approval or certification by City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from this Second Amendment, Cityrmay make all reasonable decisions with respect to its representation in any legal proceeding. 23. This Second Amendment may be executed in counterparts which, when both of the parties hereto have signed this Second Amendment, shall constitute an original. 24. The Development Agreement, originally adopted on August 21, 1995, as amended by the First Amendment, and as further amended and completely restated in its entirety by this Second Amendment, is hereby accepted by City and Developer, and it will be administered in the State of California, and its validity, construction, and all rights thereunder shall be governed by the laws of such state. -14- 75D -200 IN WITNESS WHEREOF, this Second Amended and Restated Development Agreement has been executed by the Parties hereto on the day and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: RECOMMENDED FOR APPROVAL: HASSANHAGHANI Executive Director — PBA C[TY OF SANTA ANA DAVID CAVAZOS City Manager THE DIOCESE OF ORANGE EDUCATION AND WELFARE CORPORATION U1 -15- 75D-201 Reverend G. Sallot, its Vicar General MORTGAGEE'S CONSENT This Mortgagee's Consent is executed by the undersigned Farmers & Merchants Bank of Long Beach ( "Lender ") as the current beneficiary of record under that certain Deed of Trust encumbering the Property and recorded December 17, 2010 as Instrument No. 2010000682344 in the Official Records of Orange County, California (as amended, the "Deed of Trust "), The Lender has reviewed the foregoing Second Amended and Restated Development Agreement (the "Second Amendment "), and hereby consents to the terns and conditions of the Second Amendment. Capitalized terms used and not otherwise defined in this Mortgagee's Consent shall have the meanings set forth in the Second Amendment. FARMERS & MERCHANTS BANIZ OF LONG BEACH, a By: [Printed Name and Title] By: [Printed Name and Title] -16- 75D -202 ST. qmm C © < =. {� _ STREETS T BE ABANOONED MATER _. _e , All PARCELS FOR A r6!< L NO ; EXHIBIT q- 75D- O2 t � EXHIBIT urya 75D -204 m ziri LLJ fl zo p 0 ZLAJ 1 m m Z -0 ,6 I L a a 133NIS b3AV8 CORNER CUTOFF EXHIBIT 2'311 ENTRANCE TO PARKING LOT ON EDINGER AVENUE SCALE V = 40' 75D-205 15'X 16 CLEAR SIGHT TRIANGLES EXHIBIT "411 75D -206 / 20' DRAINAGE AND U' DRAIN CULVERT 6' MASONRY WALL FLY PROPERTY LINE ADDITIONAL PARCELS EX 14 1,2,&3 riLITY EASEMENT 60' DRAINAGE AND UTILITY AND EMERGENCY ACCESS EASEMENT ov S° LANDSCAPE AREA 2D' EMERGENCY ACCEVI GATE W/KNOX BOX AND DWY DRIVEWAY WITH 4* CIF I in tu 4' 8' 12' cn EMERGENCY ACCESS DETAIL OMONA STREET SCALE: 1* • 20' EXH181T 115" 75D-207 Sit' DRAINAGE AND UTILITY EASEMENT $D' DRAINAGE AND UTILITY AND T� EMERGENCY ACCESS EASEMENT 1 DRAIN CULVERT F LANDSCAPE AREA V MASONRY WALL ',EMERGENCY ACCES GATE WJKNDX BOX AND DRIVEWAY WITH A" ,CF 31' EXIST DIYY at, I SEXIST DWY 1 Y E'LY PROPERTY LINE ADDITIONAL PARCELS 1,2. &3 s W I " 1a' ts" 12 . EMERGENCY ACCESS PETAL, STANFORD STREET SCALE 1' = 20' EXHIBIT 01691 75D -208 BERK_E El' UTILITY EASEMENT SCALE. NTS EXHIBIT av7vr 75D -209 i 11 V. SAINT ;F I'M PL Ac _P r "R!, I y� I 11 j :605L TJRL ST�csw„uzal ' R I 0 I Jft�plhN[ - oL ABANDON OCCIDENTAL > '` GfTYDFEANTAAIA SHALL :9 STREIS P LEY REMOYEANO RELOCATE ALL I STRffTS FRDM{iEW POBLIC ktS1LITIESLOMTED PFtppJ =^RTY LIME 4A a�^ p E9REBT�9RAATARe ii BAKER STREET '�� AEAxoDNEO Iva 2 ABANDON BAKER I STREET FROM ST. ANDREW PLACE > i �¢ is n 2 L h BERK� @tKY ST `i + c CITY'S VACATION AND ABANDONMENT OF EASEMENT OVER BAKER, BERKELEY AND OCCIDENTAL SCALE: NTS EXHIBIT: "8" 75D -210 s mee c N �.3 se y ? ld �. r, nL to mll 9 XjS <- ----------------------- T -_ -- - -- hA' - BO �� ♦" t His ^ � lip, .> > i056WFW'AEifl'A!@Y µ � {� m ant Ita CURB AND GUTTER II1STALLED ON ss EXTERIOR PERIMEMTEft --- DF BIaKE[<..ST1LEU,.__�_ �.. Al i URB IMSTALLEOw og 8E' ON 1NTERICR� PERIMETER OFx f3! i .BAKER STREETS xs 8 CURB AND GUTTER � INSTALLED ON EXTERIOR flry F� PERWE,MTER OF BE�T,aSELEY _ I�* " I BAKER STREET — fl S'MOP To WE g mn xan M "� {" {9 a r r^�is —FIRE r5 i- DRAINAGE IMPROVEMENTS SOLE: NTS vri 1 01919 MSTIN RESIMNNCE 5' 34' UTIL. o'e i,T1.1MIA FIRE LANE F 91 nmra PPa1RKKING CAMGE I i0' Cllr THROuc 4 0DULAR WE NOS ABOVE 1HRCUGH CURB GRADE PLANTER BORES (OR APPROVAB SEE _ _ I oErAiL ABOVE, �, 60 x100 CONCRETE NO 6' CURBvy f CHANNEL FOR LOW FLOW u DRAINAGE FROM OFF —STE AC PAVEMENT W, OCCIDENTAL ST. WTH T= 03' /hr EXHIBIT '19A). 7501-212 s ST ANDREW PLAC AM RELOCATION OF UTILITY POLES BE' BERKELEY AND OCCIDENTAL SCALE: NTS EXHIBIT •'1Q"' 75D -2163 CITY SHALL RELOCATE THE FOUR UTILITY POLES AND° GUY WIRES D LOCATED B ETWEEN BERKELEY STREET AND OC C :DENTAL STREET AS SHOWN,,, 75D -214 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA URGING THE FEDERAL GOVERNMENT TO PROTECT IMMIGRANT FAMILIES AND VICTIMS OF TRUST ACT VIOLATIONS FROM NEEDLESS DEPORTATIONS BY EXERCISING MAXIMUM USE OF PROSECUTORIAL DISCRETION WHEREAS, immigrant workers and families make significant contributions to every facet of the City of Santa Ana economic, educational and cultural life; and WHEREAS, City government has a responsibility to both maintain public safety and ensure that all residents feel secure, respected and able to interact with public safety officials without fear; and WHEREAS, there is a consensus that United States immigration laws are outdated, unjust, and in need of reform; and WHEREAS, immigration law enforcement is the purview of the federal government, and conflation of civil immigration law enforcement and local criminal law enforcement have resulted in considerable erosion of; and public safety by creating social distance between police and the community WHEREAS, Immigration and Customs Enforcement (ICE) has recently discontinued its failed "Secure Communities" program which gave rise to Arizona's infamous 561070; and WHEREAS, on Jan. 12014, the CA legislature passed the Trust Act (AB 4) to protect California residents against the controversial Secure Communities program by shielding certain immigrants from deportation; and WHEREAS, Samuel Sixtos, A #095735387, is a Santa Ana resident who was unlawfully turned over to ICE by the Orange County Sheriff's Department in violation of the CA law TRUST ACT (AB 4) resulting in the unjust detention of Samuel at the Adelanto Detention Center; and WHEREAS, Samuel works low -wage jobs like picking vegetables and washing dishes to help support his single mother and his two U.S. citizen siblings who are students at the Santa Ana Unified School District; and WHEREAS, Samuel's advocacy and story has helped educate Santa Ana residents, lawyers, policy makers, and the media, about the importance of the TRUST ACT including pressuring Attorney General Kamala Harris to hold law enforcement accountable when violating the law; and WHEREAS, Samuel received support from federal, state, and local elected officials while he was detained, including a support letter from Congresswoman Loretta Sanchez (D -46th) and Congressman Alan Lowenthal (D -4711) documenting the hunger strike Samuel undertook to protest his incarceration; and 85A -1 WHEREAS, it is necessary to exercise prosecutorial discretion to community members who have long ties to the country, are not a flight risk, have community support, and pose no threat to our country; 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, California, hereby finds, determines and declares as follows: Immigration Customs Enforcement Director Sara Saldana, Secretary of Homeland Security Jeh Johnson, and President Obama are urged to stop (a) the deportation of Samuel Sixtos A #095735387, (b) protect our families from destructive application of unjust immigration laws, and (c) exercise maximum use of prosecutorial discretion to protect the rights of individuals who are not an enforcement priority. SECTION 2: The City Council of the City of Santa Ana, California, hereby finds, determines and declares as follows: The Orange County Sheriffs Department should be held accountable for violating Samuel Sixtos' rights, for violating CA Gov. Code 7282.5(b), established by the TRUST ACT (AB 4), and for transferring custody of Samuel Sixtos to ICE instead of releasing him as required by law. Section 3: The Clerk of the Council is directed to send this Resolution to the President of the United States, Secretary of Homeland Security Jeh Johnson, Immigration Customs Enforcement Director Sara Saldana, Immigration Customs Enforcement Field Director David Jennings, CA State Attorney General Kamala Harris, and the Honorable Members of the 114th Congress representing the City of Santa Ana. Section 4: The Clerk of the Council shall certify to the passage and adoption of this resolution and enter it into the book of original Resolutions. Section 5: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 15`h day of March 2016. 85A -2